MENTOR INSTITUTIONAL TRUST
N-30D, 1996-06-28
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MENTOR INSTITUTIONAL TRUST
SEMI-ANNUAL REPORT
MESSAGE FROM THE CHAIRMAN AND PRESIDENT

TO OUR SHAREHOLDERS:

Thank you for your investment in Mentor Institutional Trust. It is our privilege
to provide the Semi-Annual Report for the period ended April 30, 1996. The Trust
makes it possible for institutional and certain high-net-worth individuals
investing in advisory accounts, to participate in pooled investment programs for
cash management, and funds seeking total return.

Mentor Institutional Trust is part of Mentor Investment Group, a firm that
provides diversified investment management services to a broad range of
investors. Seven different investment styles are available to investors at
Mentor through retail mutual funds and the Institutional Trust, and through
separately-invested portfolios.


                                    [GRAPH]

                            SEVEN INVESTMENT STYLES

                       REWARD

Higher    Small/Mid-Capitalization Growth
          Global/International Equity Growth
          Large-Capitalization Quality Growth

Lower


                       RISK

Higher

          Tactical Asset Allocation
          Balanced Management
          Active Fixed Income
          Cash Management

Lower


                                       1

<PAGE>

MENTOR INSTITUTIONAL TRUST
SEMI-ANNUAL REPORT
MESSAGE FROM THE CHAIRMAN AND PRESIDENT (CONTINUED)

The Trust is designed to fulfill a broad spectrum of investment needs for
clients that include public funds, municipalities, endowments, foundations, and
wealthy individuals. It offers investors the opportunity to own securities from
a wide variety of high-quality sectors of the bond market, and to obtain the
economies, efficiencies, and diversification that investing in large pools of
securities can provide.

In the commentaries that follow, the management teams of the Trust Portfolios
present their perspectives on the markets and their strategies for investing
your assets. Complete performance information for each Portfolio, relative to
the appropriate index, is also included in the reports.

Please review the information carefully. Should you have questions, please call
your financial consultant, or call us directly, (800)382-0016. We welcome your
communications.

On behalf of all of us at Mentor Investment Group, we thank you for your
investment in the Portfolios of Mentor Institutional Trust.

Sincerely,

/s/ DANIEL J. LUDEMAN                                    /s/ PAUL F. COSTELLO
    Daniel J. Ludeman                                        Paul F. Costello
    CHAIRMAN AND CEO                                         PRESIDENT

                              [MENTOR FUNDS LOGO]


                               THE MENTOR MISSION

To maintain an investment management firm that is second to none in the quality
of its investment process, the skill and training of its associates, and the
shared commitment among all to provide the highest level of service and ethical
behavior to clients.

FOR MORE INFORMATION AND A PROSPECTUS FOR MENTOR FUNDS AND MENTOR INSTITUTIONAL
TRUST, PLEASE CALL US, (800)382-0016, OR CONTACT YOUR FINANCIAL CONSULTANT. THE
PROSPECTUSES CONTAIN COMPLETE INFORMATION REGARDING ADVISORY FEES, SALES
CHARGES, AND EXPENSES. PLEASE READ THEM CAREFULLY BEFORE INVESTING OR SENDING
MONEY.

                                       2

<PAGE>

MANAGER'S COMMENTARY
MENTOR INSTITUTIONAL TRUST
CASH MANAGEMENT PORTFOLIO

Mentor Institutional Trust Cash Management Portfolio has reached the half-way
point of its second year of operation, and market conditions continue as
challenging as ever. Indeed, the past 18 months have witnessed virtually a full
cycle in the economy and in interest rates.

With the economy strengthening, the Federal Reserve raised short rates to a peak
of 6.00% in early 1995; however, the spring of that year brought a slow-down in
economic trends which continued into the summer. The result was a reversal of
Fed policy and a reduction of rates in July, 1995. A poor Christmas season,
severe winter weather, and a partial government shut-down added to the problems,
and additional reductions were initiated in December and February, to a level of
5.25%. No sooner had this been done than economic indicators again reversed
themselves and began to reflect stronger growth. It is now anticipated that the
Federal Reserve will once again raise rates some time in the near future, thus
completing the cycle.

Such quick and severe short-term swings in the market are very difficult to
forecast and plan for in advance, and present an exceptional challenge to the
skills of portfolio managers, especially in the areas of market-timing and
selectivity. The Cash Portfolio's conservative investment policies enabled it to
provide satisfactory current income while maintaining high quality standards and
meeting all client liquidity needs. Our philosophy is that the Fund's primary
purpose is to assure its shareholders safety of principal, and to provide funds
when needed.

Accordingly, our primary emphasis will always be on safety and liquidity.

Sincerely,

/s/ R. PRESTON NUTTALL
    R. Preston Nuttall
    Portfolio Manager
    DIRECTOR OF CASH MANAGEMENT

                                       3

<PAGE>

MANAGERS COMMENTARY
MENTOR INSTITUTIONAL TRUST
INTERMEDIATE-DURATION AND FIXED-INCOME PORTFOLIOS

The six-month period ended April 30, 1996 proved to be a turbulent environment
for fixed-income investors. From November, 1995, through January, 1996, the bond
market continued its trend toward lower interest rates. This trend was based
upon continued Federal Reserve monetary accommodation, generally weak economic
statistics and low inflationary expectations. By year-end 1995, the 30-year
treasury was yielding under 6.00% for the first time since October, 1993.

However, late February marked a significant turning point in investor
psychology, the effects of which would be felt throughout the financial markets
for the remainder of the semi-annual period. Federal Reserve Chairman Alan
Greenspan's February Humphrey-Hawkins testimony and a February employment number
showing the largest monthly job growth in over 12 years convinced market
participants that further interest rate cuts would not be forthcoming.
Annualized first quarter GDP growth of 2.30% combined with continued strong
employment growth and healthy construction spending gains have served to confirm
that perception. By April 30 long-bond rates were poised to pierce the 7.00%
level.

During the course of the November-April period the durations of the Portfolios
were adjusted periodically in response to rapidly changing market conditions. At
period's end we maintained a market neutral duration relative to our Lehman
Brothers Government/Corporate Bond and Intermediate Government/Corporate Bond
Index benchmarks.*

The Intermediate-Duration Portfolio returned 1.06% for the six-month period,
0.10% less than its Lehman Brothers Intermediate Government/Corporate Bond Index
benchmark.* For the twelve months ending April 30, the Intermediate-Duration
Portfolio returned 7.92%, 0.07% above its benchmark. The Fixed-Income Portfolio
returned -0.16% for the six months ending April 30, 0.20% less than its Lehman
Brothers Government/Corporate Bond Index benchmark.* For the twelve month
period, the Fixed-Income Portfolio returned 8.94%, 0.29% above its benchmark.

                                       4

<PAGE>

MANAGERS COMMENTARY
MENTOR INSTITUTIONAL TRUST
INTERMEDIATE-DURATION AND FIXED-INCOME PORTFOLIOS (CONTINUED)

We continue to feel that the long-term prospects for the bond market are quite
good. Our research supports the conclusion that present conditions are
demonstrably different from those existing in 1994, when the Fed chose to
aggressively raise rates. However, the economy's recent strength and the
prospect of a presidential election centered around economic growth strategies
rather than fiscal responsibilities makes the near-term outlook for the market
far more risky. This conflict between our long-term outlook and the short-term
risks means that we will be quite cautious and selective in seeking
opportunities to lengthen the duration of the Portfolios.

Sincerely,

/s/ P. MICHAEL JONES, CFA
    P. Michael Jones, CFA
    CHIEF FIXED-INCOME OFFICER

* The Lehman Brothers Government/Corporate Bond Index and the Lehman Brothers
  Intermediate Government/Corporate Bond Index are commonly used to compare
  performance of fixed-income portfolios. They include treasuries, agencies, and
  publicly-issued, fixed-rate, non-convertible, investment-grade, dollar-
  denominated debt. Investors cannot invest in the Indexes. Because shares of
  the Portfolios of the Trust can only be purchased in individually-managed
  accounts, the performance return information does not reflect the investment
  advisory fees charged at each account level.

                                       5

<PAGE>

MENTOR INSTITUTIONAL TRUST

                            PERFORMANCE COMPARISONS

                          MENTOR INTERMEDIATE-DURATION
                                   PORTFOLIO

                                    [GRAPH]

    Mentor Intermediate-Duration Portfolio
         12/94     $10,000
         10/95     $11,238
          4/96     $11,357

    Lehman Brothers Intermediate Gov't Corporate Bond Index
         12/94     $10,000
         10/95     $11,303
          4/96     $11,435

                      Average Annual Returns as of 4/30/96
                            Including Sales Charges

                          1-Year      Since Inception+
                          7.92%           9.77%



                              MENTOR FIXED-INCOME
                                   PORTFOLIO



                                    [GRAPH]

    Mentor Fixed-Income Portfolio
         12/94     $10,000
         10/95     $11,590
          4/96     $11,575

    Lehman Brothers Gov't Corporate Bond Index
         12/94     $10,000
         10/95     $11,637
          4/96     $11,641

                      Average Annual Returns as of 4/30/96
                            Including Sales Charges

                          1-Year      Since Inception++
                          8.94%           11.01%

The graphs compare the investment performance of each Portfolio, from inception,
to an appropriate broad-based securities index. Each graph reflects the
performance of a $10,000 investment from the date of inception through April 30,
1996. Returns do not reflect taxes payable on distributions.

In comparing the performance of a Portfolio to an index, please recognize that
market indexes do not take into account brokerage commissions that would be
incurred if the individual securities of the index were purchased. They also do
not include taxes payable on dividends and interest payments, or operating
expenses necessary to maintain a portfolio investing in the index.

The performance data quoted in this report are historical and do not predict
future investment results. Investment return and principal value will fluctuate
so that shares, when redeemed, may be worth more or less than their original
cost.

Performance is cited as of April 30, 1996, and includes changes in share price
and reinvestment of dividends and capital gains. Because shares of the
Portfolios of the Trust can only be purchased in individually-managed accounts,
the performance return information does not reflect the investment advisory fees
charged at each account level.

+  Reflects operations of Mentor Intermediate-Duration Portfolio from the date
   of initial public investment on 12/19/94 through 4/30/96.

++ Reflects operations of Mentor Fixed-Income Portfolio from the date of initial
   public investment on 12/6/94 through 4/30/96.

                                       6

<PAGE>

MENTOR CASH MANAGEMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                               Percent of          Principal
                                                               Net Assets           Amount           Value
<S>                                                            <C>                <C>             <C>

BANK NOTES                                                             15.38%
  Bank of America, Illinois, 5.09%, 5/16/96                                       $ 3,000,000     $ 3,000,000
  First of America, 4.98%, 12/19/96                                                 4,000,000       3,984,252
  First Union Bank, 5.30%, 5/23/96                                                  4,000,000       4,000,000
  Harris Trust, 5.34%, 5/13/96                                                      4,000,000       4,000,000
Total Bank Notes                                                                                   14,984,252

BANKERS ACCEPTANCES                                                    26.13%
  Bank of New York, 5.19%, 5/2/96-5/9/96                                            2,000,000       1,998,703
  Chase Manhattan Bank, 5.30%, 5/29/96                                              2,263,481       2,254,151
  Chemical Bank, 5.07%-5.09%, 7/9/96-7/22/96                                        2,250,000       2,225,808
  Citibank Corporation, 5.32%, 7/5/96                                               1,000,000         990,394
  Corestates Bank, 5.20%, 9/11/96                                                   3,000,000       2,942,367
  First Bank Systems, 5.12%-5.20%, 5/13/96-5/28/96                                  4,000,000       3,988,853
  Mellon Bank, 5.32%, 6/14/96                                                       1,000,000         993,498
  Nationsbank, 5.02%-5.33%, 8/14/96-10/7/96                                         4,240,000       4,160,121
  Seattle First National Bank, 5.12%, 5/29/96                                       4,000,000       3,984,071
  Swiss Bank, 5.59%, 5/20/96                                                        1,925,000       1,919,321
Total Bankers Acceptances                                                                          25,457,287

COMMERCIAL PAPER                                                       32.83%
  Bear Stearns Company, 5.32%, 6/7/96                                               4,000,000       3,978,129
  CS First Boston, Inc., 5.33%, 5/16/96-5/24/96                                     4,000,000       3,988,747
  Ciesco Limited Partnership, 5.11%, 5/6/96                                         3,000,000       2,997,871
  Corestates Capital Corporation, 5.13%, 6/13/96                                    1,000,000         993,872
  Internationale Nederlanden Funding Corporation, 5.10%,
     5/23/96                                                                        3,000,000       2,990,650
  Merrill Lynch & Company, Inc., 5.15%-5.29%,
     5/31/96-6/27/96                                                                4,000,000       3,978,621
  National Rural Utilities Cooperative Finance
     Corporation, 5.15%, 5/3/96                                                     4,000,000       3,998,856
  Pemex Capital, Inc., 5.33%, 6/19/96                                               4,000,000       3,970,981
  Rincon Securities, Inc., 5.37%, 5/3/96                                            1,100,000       1,099,672
  Svenska Handelsbanken, 5.32%, 5/20/96                                             4,000,000       3,988,769
Total Commercial Paper                                                                             31,986,168
</TABLE>

                                       7

<PAGE>

MENTOR CASH MANAGEMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                               Percent of          Principal
                                                               Net Assets           Amount           Value
<S>                                                            <C>                <C>             <C>
U.S. GOVERNMENT SECURITIES AND AGENCIES                         10.13%
  Federal Home Loan Mortgage Corporation,                               1.54%
     5.15%-5.25%, 5/13/96-1/13/97                                                 $ 1,500,000     $ 1,497,658
  Federal National Mortgage Association,                                1.35%
     5.15%, 5/9/96                                                                  1,320,000       1,318,489
  Student Loan Marketing Association,                                   4.11%
     5.28%-5.38%, 8/9/96-8/4/97 (a)                                                 4,000,000       3,999,206

U.S. Treasury Securities                                                3.13%
  U.S. Treasury Note, 7.50%, 1/31/97                                                3,000,000       3,049,344
Total U.S. Government Securities and Agencies                                                       9,864,697

REPURCHASE AGREEMENT                                            15.65%
  Goldman, Sachs & Company
  Dated 4/30/96, 5.34%, due 5/1/96, collateralized
  by $14,887,914 Federal National Mortgage Association,
  9.00%, 12/1/24                                                                   15,246,423      15,246,423

TOTAL INVESTMENTS (COST $97,538,827)                           100.12%                             97,538,827

OTHER ASSETS LESS LIABILITIES                                   (0.12%)                              (113,628)

NET ASSETS                                                     100.00%                            $97,425,199
</TABLE>

(a) Floating Rate Securities -- The rates shown are the effective rates at April
    30, 1996. The dates shown represent the demand date or next interest rate
    change date.

   Securities shown without a date are payable within five business days and are
   backed by credit support agreements from banks or insurance institutions.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       8

<PAGE>

MENTOR INTERMEDIATE-DURATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Percent of         Principal        Market
                                                                     Net Assets          Amount           Value
<S>                                                                  <C>               <C>             <C>
ASSET-BACKED SECURITY
  Advanta Mortgage Loan Trust 1993-3, 4.75%                           3.81%
     2/25/10 (COST $477,352)                                                           $   500,000     $   475,212

CORPORATE BONDS                                                      13.44%
  Abbey National PLC, 6.69%, 10/17/05                                                      200,000         192,879
  Merrill Lynch, 6.64%, 9/19/02                                                            200,000         196,015
  Salomon, Inc., MTN, 9.75%, 7/15/97                                                       300,000         311,284
  Salomon, Inc., 6.00%, 1/12/98                                                            250,000         246,696
  Sears Roebuck Company, 8.45%, 3/1/02                                                     200,000         213,676
  Service Corporation International, 6.88%, 10/1/07                                        200,000         192,508
  Sunamerica, Inc., 7.34%, 8/30/05                                                         200,000         197,559
  Travelers, Inc., 6.88%, 6/1/25                                                           125,000         123,437
Total Corporate Bonds (cost $1,699,635)                                                                  1,674,054

U.S. GOVERNMENT SECURITIES AND AGENCIES                              77.84%
  Federal National Mortgage Association,                                      1.64%
     7.80%, 3/29/05                                                                        200,000         204,128

TREASURY SECURITIES                                                          76.20%
  U.S. Treasury Note, 7.38%, 11/15/97                                                    1,100,000       1,122,198
  U.S. Treasury Note, 5.00%, 1/31/98                                                     1,170,000       1,150,157
  U.S. Treasury Note, 5.50%, 2/28/99                                                     2,900,000       2,846,350
  U.S. Treasury Note, 7.50%, 11/15/01                                                    2,615,000       2,735,682
  U.S. Treasury Note, 5.88%, 2/15/04                                                       350,000         333,449
  U.S. Treasury Note, 6.50%, 8/15/05                                                     1,325,000       1,305,893
                                                                                                         9,493,729
Total U.S. Government Securities and Agencies
  (cost $9,943,189)                                                                                      9,697,857
</TABLE>

                                       9

<PAGE>

MENTOR INTERMEDIATE-DURATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Percent of         Principal        Market
                                                                     Net Assets          Amount           Value
<S>                                                                  <C>               <C>             <C>

SHORT-TERM INVESTMENT                                                  4.79%
  Federal Home Loan Mortgage Corporation,
     5.30%, 5/1/96 (cost $596,000)                                                     $   596,000     $   596,000

TOTAL INVESTMENTS (COST $12,716,176)                                  99.88%                            12,443,123

OTHER ASSETS LESS LIABILITIES                                          0.12%                                15,390

NET ASSETS                                                           100.00%                           $12,458,513

</TABLE>

MTN - Medium Term Note

SEE NOTES TO FINANCIAL STATEMENTS.

                                       10

<PAGE>

MENTOR FIXED-INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Percent of         Principal        Market
                                                                     Net Assets          Amount           Value
<S>                                                                  <C>               <C>             <C>
ASSET-BACKED SECURITY                                                 4.25%
  Advanta Mortgage Loan Trust 1993-3,
     4.75%, 2/25/10 (cost $1,432,058)                                                  $ 1,500,000     $ 1,425,636

CORPORATE BONDS                                                      19.74%
  Abbey National PLC, 6.69%, 10/17/05                                                      800,000         771,517
  Merrill Lynch, 6.64%, 9/19/02                                                            700,000         686,054
  New York Telephone, 5.63%, 11/1/03                                                     1,000,000         920,939
  Salomon, Inc., MTN, 9.75%, 7/15/97                                                       700,000         726,329
  Salomon, Inc., 6.00%, 1/12/98                                                            750,000         740,087
  Sears Roebuck Company, 8.45%, 3/1/02                                                     800,000         854,704
  Service Corporation International, 6.88%, 10/1/07                                        800,000         770,032
  Sunamerica Inc., 7.34%, 8/30/05                                                          800,000         790,238
  Travelers, Inc., 6.88%, 6/1/25                                                           375,000         370,309

Total Corporate Bonds (cost $6,777,738)                                                                  6,630,209

U.S. GOVERNMENT SECURITIES AND AGENCIES                              68.73%
  Federal Home Loan Mortgage Corporation,                                     4.62%
     8.19%, 10/6/04                                                                      1,500,000       1,551,680
  Federal National Mortgage Association,                                      2.43%
     7.80%, 3/29/05                                                                        800,000         816,513

U.S. TREASURY SECURITIES                                                     61.68%
  U.S. Treasury Note, 5.00%, 1/31/98                                                     2,050,000       2,015,232
  U.S. Treasury Note, 6.13%, 5/15/98                                                     1,850,000       1,852,535
  U.S. Treasury Note, 5.50%, 2/28/99                                                     1,950,000       1,913,925
  U.S. Treasury Note, 7.75%, 2/15/01                                                     4,400,000       4,636,368
  U.S. Treasury Note, 6.50%, 8/15/05                                                     3,725,000       3,671,285
  U.S. Treasury Bond, 7.13%, 2/15/23                                                     2,450,000       2,461,245
  U.S. Treasury Bond, 7.50%, 11/15/24                                                    3,950,000       4,164,485
                                                                                                        20,715,075
Total U.S. Government Securities and Agencies
  (cost $23,541,818)                                                                                    23,083,268

</TABLE>

                                       11

<PAGE>

MENTOR FIXED-INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
APRIL 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Percent of         Principal        Market
                                                                     Net Assets          Amount           Value
<S>                                                                  <C>               <C>             <C>
SHORT-TERM INVESTMENT                                                  7.24%
REPURCHASE AGREEMENT
  Goldman Sachs & Company
  Dated 4/30/96, 5.34%, due 5/1/96, collateralized by
  $2,512,666 Federal National Mortgage Association, 7.50%,
  3/1/26 (cost $2,431,203)                                                             $ 2,431,203     $ 2,431,203

TOTAL INVESTMENTS (COST $34,182,817)                                  99.96%                            33,570,316

OTHER ASSETS LESS LIABILITIES                                          0.04%                                12,597

NET ASSETS                                                           100.00%                           $33,582,913

</TABLE>

MTN - Medium Term Note

SEE NOTES TO FINANCIAL STATEMENTS.

                                       12

<PAGE>

MENTOR INSTITUTIONAL TRUST
STATEMENTS OF ASSETS AND LIABILITIES
APRIL 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Mentor           Mentor              Mentor
                                                             Cash         Intermediate-          Fixed-
                                                          Management        Duration             Income
                                                           Portfolio        Portfolio           Portfolio
<S>                                                       <C>              <C>                 <C>
ASSETS
  Investments, at market value * (Note 2)
     Investment securities                                $82,292,404      $11,847,123         $31,139,113
     Repurchase agreements                                 15,246,423          596,000           2,431,203
     Total investments                                     97,538,827       12,443,123          33,570,316
  Receivables
     Interest                                                 199,453          215,045             506,577
     Fund shares sold                                               -                -             340,000
     Due from management company (Note 4)                      80,810           19,732              46,094
  Deferred expenses (Note 2)                                   40,224            7,534              36,002
     Total assets                                          97,859,314       12,685,434          34,498,989

LIABILITIES
  Payables
     Investments purchased                                          -          216,082             864,329
     Fund shares redeemed                                           -                -                 300
     Dividends                                                426,605                -                   -
  Accrued expenses and other liabilities                        7,510           10,839              51,447
     Total liabilities                                        434,115          226,921             916,076

NET ASSETS                                                $97,425,199      $12,458,513         $33,582,913

Net Assets represented by:
  Additional paid-in capital                              $97,425,199      $12,509,369         $33,585,338
  Accumulated net investment income                                 -           57,472             186,503
  Accumulated net realized gain on investment
     transactions                                                   -          164,725             423,573
  Net unrealized depreciation of investments                        -         (273,053)           (612,501)
     Net Assets                                           $97,425,199      $12,458,513         $33,582,913

     Shares Outstanding                                    97,425,199          994,703           2,657,905
NET ASSET VALUE PER SHARE                                 $      1.00      $     12.52         $     12.64

</TABLE>

* Investments at cost $97,538,827, $12,716,176 and $34,182,817 respectively.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       13

<PAGE>

MENTOR INSTITUTIONAL TRUST
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED APRIL 30, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Mentor          Mentor             Mentor
                                                             Cash        Intermediate-         Fixed-
                                                          Management       Duration            Income
                                                          Portfolio        Portfolio          Portfolio
<S>                                                      <C>              <C>                <C>
INVESTMENT INCOME
  Interest (Note 2)                                      $2,437,328       $   369,577        $ 1,006,812

EXPENSES
  Custodian fees                                             19,527             4,730              7,725
  Transfer agent fees                                        16,598             2,936              6,180
  Registration expenses                                      12,692             2,610              6,335
  Legal fees                                                  4,882               913              1,854
  Organizational expenses (Note 2)                            4,177             1,094              4,356
  Audit fees                                                  2,587               457              1,030
  Shareholder reports and postage expenses                      976               196                386
  Directors' fees and expenses                                  342                65                129
  Miscellaneous                                                 536                97                155
     Total expenses                                          62,317            13,098             28,150
Deduct
  Reimbursement of expenses by management
     company (Note 4)                                        44,827            10,030             19,959
Net expenses                                                 17,490             3,068              8,191
Net investment income                                     2,419,838           366,509            998,621

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized gain on investments (Note 2)                       -           182,210            523,760
  Change in unrealized appreciation (depreciation)
     of investments                                               -          (429,063)        (1,659,894)
     Net realized and unrealized loss on investments              -          (246,853)        (1,136,134)
Net increase (decrease) in net assets
  resulting from operations                               $2,419,838      $   119,656        $  (137,513)

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

                                       14

<PAGE>

MENTOR INSTITUTIONAL TRUST
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                      Mentor Cash                Mentor Intermediate-
                                                  Management Portfolio            Duration Portfolio
                                               Six Months                     Six Months
                                                 Ended           Period          Ended          Period
                                                4/30/96          Ended          4/30/96         Ended
                                              (Unaudited)      10/31/95*      (Unaudited)     10/31/95**
<S>                                           <C>             <C>             <C>            <C>
NET INCREASE IN NET ASSETS
OPERATIONS
  Net investment income                       $  2,419,838    $  2,422,801    $   366,509    $   663,645
  Net realized gain on investments                       -               -        182,210        468,099
  Change in unrealized appreciation
     (depreciation) of investments                       -               -       (429,063)       156,010
       Increase in net assets
          from operations                        2,419,838       2,422,801        119,656      1,287,754

DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income                         (2,419,838)     (2,422,801)      (363,477)      (600,070)
  Net realized gain on investments                       -               -       (494,719)             -
       Net decrease from distributions          (2,419,838)     (2,422,801)      (858,196)      (600,070)

CAPITAL SHARE TRANSACTIONS (NOTE 7)
     Net proceeds from sale of shares           88,337,787     137,216,173        375,232     10,710,006
     Reinvested distributions                    2,001,599       2,407,807        856,024        599,637
     Cost of shares redeemed                   (62,911,166)    (69,627,001)             -        (31,530)
       Change in net assets from capital
          share transactions                    27,428,220      69,996,979      1,231,256     11,278,113

Increase in net assets                          27,428,220      69,996,979        492,716     11,965,797

NET ASSETS
     Beginning of period                        69,996,979               -     11,965,797              -
     End of period                            $ 97,425,199    $ 69,996,979    $12,458,513    $11,965,797

</TABLE>

*  For the period from December 5, 1994 (commencement of operations) to October
   31, 1995.

** For the period from December 19, 1994 (commencement of operations) to October
   31, 1995.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       15

<PAGE>

MENTOR INSTITUTIONAL TRUST
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                         Mentor Fixed-
                                                                                        Income Portfolio
                                                                                   Six Months
                                                                                     Ended          Period
                                                                                    4/30/96          Ended
                                                                                  (Unaudited)     10/31/95***
<S>                                                                               <C>            <C>
NET INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net investment income                                                           $    998,621    $ 1,785,304
  Net realized gain on investments                                                     523,760      1,341,178
  Change in unrealized appreciation (depreciation)
     of investments                                                                 (1,659,894)     1,047,393
       Increase (decrease) in net assets from operations                              (137,513)     4,173,875

DISTRIBUTIONS TO SHAREHOLDERS
  Net investment income                                                               (984,472)    (1,600,958)
  Net realized gain on investments                                                  (1,453,358)             -
       Net decrease from distributions                                              (2,437,830)    (1,600,958)

CAPITAL SHARE TRANSACTIONS (NOTE 7)
     Net proceeds from sale of shares                                                5,453,115     34,992,343
     Reinvested distributions                                                        2,437,529      1,600,958
     Cost of shares redeemed                                                        (5,785,847)    (5,112,759)
       Change in net assets from capital
          share transactions                                                         2,104,797     31,480,542
Increase (decrease) in net assets                                                     (470,546)    34,053,459

NET ASSETS
     Beginning of period                                                            34,053,459              -
     End of period                                                                $ 33,582,913    $34,053,459

</TABLE>

*** For the period from December 6, 1994 (commencement of operations) to October
    31, 1995.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       16

<PAGE>

MENTOR INSTITUTIONAL TRUST
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                       Mentor Cash           Mentor Intermediate-            Mentor Fixed-
                                  Management Portfolio        Duration Portfolio            Income Portfolio
                                 Six Months                Six Months                 Six Months
                                    Ended       Period        Ended        Period        Ended          Period
                                   4/30/96       Ended       4/30/96       Ended        4/30/96          Ended
                                 (Unaudited)   10/31/95*   (Unaudited)   10/31/95**   (Unaudited)     10/31/95***
<S>                              <C>           <C>         <C>           <C>          <C>            <C>
PER SHARE OPERATING PERFORMANCE

NET ASSET VALUE, BEGINNING OF
  PERIOD                           $  1.00      $  1.00      $ 13.31      $  12.50      $ 13.71         $ 12.50
INCOME FROM INVESTMENT
  OPERATIONS
  Net investment income               0.03         0.05         0.38          0.77         0.40            0.81
  Net realized and unrealized
    gain (loss) on investments           -            -        (0.24)         0.75        (0.41)           1.14

  Total from investment
    operations                        0.03         0.05         0.14          1.52        (0.01)           1.95

LESS DISTRIBUTIONS
  Dividends from income              (0.03)       (0.05)       (0.38)        (0.71)       (0.40)          (0.74)
  Distributions from capital
    gains                                -            -        (0.55)            -        (0.66)              -
  Total distributions                (0.03)       (0.05)       (0.93)        (0.71)       (1.06)          (0.74)

NET ASSET VALUE, END OF PERIOD     $  1.00      $  1.00      $ 12.52      $  13.31      $ 12.64         $ 13.71

Total Return                          2.79%        5.06%        1.06%        12.38%       (0.16%)         15.90%

Ratios/Supplemental Data

Net assets, end of period (in
  thousands)                       $97,425      $69,997      $12,459      $ 11,966      $33,583         $34,053
Ratio of expenses to average net
  assets                              0.04%(a)     0.04%(a)      0.05%(a)      0.05%(a)      0.05%(a)       0.05%(a)
Ratio of expenses to average net
  assets excluding waiver             0.14%(a)     0.18%(a)      0.21%(a)      0.25%(a)      0.17%(a)       0.22%(a)
Ratio of net investment income
  to average net assets               5.40%(a)     5.56%(a)      5.94%(a)      6.52%(a)      6.02%(a)       6.75%(a)

Portfolio turnover rate                  -            -          116%          307%         128%            302%

</TABLE>

(a) Annualized.

*   For the period from December 5, 1994 (commencement of operations) to October
    31, 1995.

**  For the period from December 19, 1994 (commencement of operations) to
    October 31, 1995.

*** For the period from December 6, 1994 (commencement of operations) to October
    31, 1995.

SEE NOTES TO FINANCIAL STATEMENTS.

                                       17

<PAGE>

MENTOR INSTITUTIONAL TRUST
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1996 (UNAUDITED)

NOTE 1: ORGANIZATION
Mentor Institutional Trust, formerly IMG Institutional Trust, was organized on
February 8, 1994, and is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company. On June 27, 1995, the
name of the Trust was changed to Mentor Institutional Trust ("Trust"). On May
29, 1996, Mentor Perpetual International Portfolio commenced operations. The
Trust consists of five separate diversified portfolios (hereinafter each
individually referred to as a "Portfolio" or collectively as the "Portfolios").
These financial statements include the following Portfolios:

    Mentor Cash Management Portfolio
    ("Cash Management Portfolio")

    Mentor Intermediate-Duration Portfolio
    ("Intermediate-Duration Portfolio")

    Mentor Fixed-Income Portfolio
    ("Fixed-Income Portfolio")

The assets of each Portfolio of the Trust are segregated and a shareholder's
interest is limited to the Portfolio in which shares are held.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Portfolios in the preparation of their financial statements. The
policies are in conformity with generally accepted accounting principles which
required management to make estimates and assumptions that affect amounts
reported therein. Although actual results could differ from these estimates, any
such differences are expected to be immaterial to the net assets of the
Portfolio.

A. Valuation of Securities

Securities held by the Cash Management Portfolio are stated at amortized cost,
which approximates market value. In the event that a deviation of 1/2 of 1.00%
or more exists between the Portfolio's $1.00 per share net asset value,
calculated at amortized cost, and the net asset value calculated by reference to
market-based values, or if there is any other deviation that the Board of
Trustees believes would

                                       18

<PAGE>

MENTOR INSTITUTIONAL TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

result in a material dilution to shareholders or purchasers, the Board of
Trustees will promptly consider what action should be initiated.

U.S. Government obligations held by the Intermediate-Duration Portfolio and the
Fixed-Income Portfolio are valued at the mean between the over-the-counter bid
and asked prices as furnished by an independent pricing service. Listed
corporate bonds, other fixed income securities, mortgage backed securities,
mortgage related and other related securities are valued at the prices provided
by an independent pricing service. Security valuations not available from an
independent pricing service are provided by dealers reviewed by the Board of
Trustees. In determining value, the dealers use information with respect to
transactions in such securities, market transactions in comparable securities,
various relationships between securities, and yield to maturity. Any securities
for which current market quotations are not readily available are valued at
their fair value as determined in good faith under procedures established by the
Board of Trustees.

B. Repurchase Agreements

It is the policy of the Trust to require the custodian bank to take possession,
to have legally segregated in the Federal Reserve Book entry system, or to have
segregated within the custodian bank's possession all securities held as
collateral in support of repurchase agreement investments. Additionally,
procedures have been established by the Trust to monitor, on a daily basis, the
market value of each repurchase agreement's underlying securities to ensure the
existence of a proper level of collateral.

The Trust will only enter into repurchase agreements with banks and other
recognized financial institutions such as broker/dealers which are deemed by the
Trust's adviser to be creditworthy pursuant to guidelines established by the
Trustees. Risks may arise from the potential inability of counterparties to
honor the terms of the repurchase agreement. Accordingly, the Trust could
receive less

                                       19

<PAGE>

MENTOR INSTITUTIONAL TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

than the repurchase price on the sale of collateral securities.

C. Security Transactions and Interest Income

Security transactions for the Portfolios are accounted for on a trade date
basis. Interest income is recorded on the accrual basis and includes
amortization of premium and discount on investments. Realized and unrealized
gains and losses on investment security transactions are calculated on an
identified cost basis.

D. Expenses

Expenses arising in connection with a Portfolio are allocated to that Portfolio.
Other Trust expenses are allocated among the Portfolios in proportion to their
relative net assets.

E. Federal Taxes

No provision for federal income taxes has been made since it is each Portfolio's
intent to comply with the provisions applicable to regulated investment
companies under the Internal Revenue Code and to distribute to its shareholders
within allowable time limit substantially all taxable income and realized
capital gains.

F. When-Issued and Delayed Delivery Transactions

Fixed-Income Portfolio and Intermediate-Duration Portfolio may engage in when-
issued or delayed delivery transactions. To the extent the Portfolios engage in
such transactions, they will do so for the purpose of acquiring portfolio
securities consistent with their investment objectives and policies and not for
the purpose of investment leverage. The Portfolios will record a when-issued
security and the related liability on the trade date. Until the securities are
received and paid for, the Portfolios will maintain security positions such that
sufficient liquid assets will be available to make payment for the securities
purchased. Securities purchased on a when-issued or delayed delivery basis are
marked to market daily and begin earning interest on the settlement date.

G. Deferred Expenses

Costs incurred by the Portfolios in connection with their initial share

                                       20

<PAGE>

MENTOR INSTITUTIONAL TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

registration and organization costs were deferred by the Portfolios and are
being amortized on a straight-line basis over a five-year period.

H. Distributions

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to deferral of wash sales.

NOTE 3: DIVIDENDS
Dividends will be declared daily and paid monthly by the Cash Management
Portfolio. Dividends are declared and paid quarterly by the Fixed-Income
Portfolio and Intermediate-Duration Portfolio. Capital gains realized by each
Portfolio, if any, will be distributed annually.

NOTE 4: INVESTMENT MANAGEMENT AND ADMINISTRATION AGREEMENTS
Each Portfolio has entered into an Investment Management Agreement with
Commonwealth Investment Counsel, Inc. ("Commonwealth") to provide investment
advisory services to each of the Portfolios. Commonwealth receives no
compensation for its services. Commonwealth is a wholly-owned subsidiary of
Mentor Investment Group, Inc. (formerly Investment Management Group, Inc.),
which is a wholly-owned subsidiary of Wheat First Butcher Singer, Inc.

In order to limit the annual operating expenses of the Portfolios, Commonwealth
may bear certain expenses incurred in connection with the operation of the
Portfolios. For the six months ended April 30, 1996, Commonwealth bore expenses
of $44,827, $10,030 and $19,959 respectively, for the Cash Management Portfolio,
Intermediate-Duration Portfolio and Fixed Income Portfolio.

Mentor Investment Group, Inc. ("Mentor") provides administrative personnel and
services to each Portfolio, pursuant to an Administration Agreement. Mentor
receives no compensation for such services.

                                       21

<PAGE>

MENTOR INSTITUTIONAL TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

NOTE 5: INVESTMENT TRANSACTIONS
Purchases and sales of investments (excluding short-term investments), for the
six months ended April 30, 1996, were as follows:

Portfolio                  Purchases          Sales

Cash Management                      -               -
Intermediate-Duration     $ 40,537,215     $30,926,612
Fixed-Income               108,125,131      81,374,809


NOTE 6: UNREALIZED APPRECIATION AND DEPRECIATION OF INVESTMENTS
The cost of investments for federal income tax purposes amounted to $97,538,827
for the Cash Management, $12,716,176 for the Intermediate-Duration and
$34,182,817 for the Fixed-Income at April 30, 1996. Gross unrealized
appreciation and depreciation of investments at April 30, 1996 were as follows:

                             Gross            Gross             Net
                           Unrealized       Unrealized       Unrealized
Portfolio                 Appreciation     Depreciation     Appreciation

Cash Management                    -                -                 -
Intermediate-Duration       $  5,489         $278,542        $ (273,053)
Fixed-Income                 227,178          839,679          (612,501)


NOTE 7: CAPITAL SHARE TRANSACTIONS
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest. Transactions in Portfolio
shares were as follows:

<TABLE>
<CAPTION>
                                                                         Mentor Cash Management Portfolio
                                                                         Six Months            Period Ended
                                                                        Ended 4/30/96           10/31/95*
<S>                                                                     <C>                    <C>

Shares sold                                                               88,337,787           137,216,173
Shares issued upon reinvestment of distributions                           2,001,599             2,407,807
Shares redeemed                                                          (62,911,166)          (69,627,001)
Change in net assets from capital share transactions                      27,428,220            69,996,979
</TABLE>

                                       22

<PAGE>

MENTOR INSTITUTIONAL TRUST
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
                                                                  Mentor Intermediate-Duration Portfolio
                                                                  Six Months                Period Ended
                                                                 Ended 4/30/96               10/31/95**
<S>                                                              <C>                       <C>
Shares sold                                                          28,907                    855,389
Shares issued upon reinvestment of distributions                     67,055                     45,840
Shares redeemed                                                           -                     (2,488)
Change in net assets from capital
  share transactions                                                 95,962                    898,741

</TABLE>

<TABLE>
<CAPTION>
                                                                      Mentor Fixed-Income Portfolio
                                                                  Six Months                Period Ended
                                                                 Ended 4/30/96              10/31/95***
<S>                                                              <C>                       <C>
Shares sold                                                          414,522                  2,759,545
Shares issued upon reinvestment of distributions                     186,810                    120,672
Shares redeemed                                                     (427,565)                  (396,079)
Change in net assets from capital
  share transactions                                                 173,767                  2,484,138

</TABLE>

*  For the period from December 5, 1994 (commencement of operations) to October
   31, 1995.

** For the period from December 19, 1994 (commencement of operations) to October
   31, 1995.

*** For the period from December 6, 1994 (commencement of operations) to October
    31, 1995.

                                       23

<PAGE>

INVESTMENT MANAGER
   CORPORATE OFFICE

      Commonwealth Investment Counsel, Inc.
      Riverfront Plaza, 901 East Byrd Street
      Richmond, Virginia 23219

TRUSTEES

Daniel J. Ludeman, TRUSTEE & CHAIRMAN
    Chairman and Chief Executive Officer
    Mentor Investment Group, Inc.

Arnold H. Dreyfuss, TRUSTEE
    Former Chairman and Chief Executive Officer
    Hamilton Beach/Proctor-Silex, Inc.

Thomas F. Keller, TRUSTEE
    Dean, Fuqua School of Business
    Duke University

Louis W. Moelchert, Jr., TRUSTEE
    Vice President for Business & Finance
    University of Richmond

Stanley F. Pauley, Jr., TRUSTEE
    Chairman and Chief Executive Officer
    Carpenter Company

Troy A. Peery, Jr., TRUSTEE
    President
    Heilig-Meyers Company

OFFICERS

Paul F. Costello, PRESIDENT
    Managing Director
    Mentor Investment Group, Inc.

Terry L. Perkins, TREASURER
    Senior Vice President
    Mentor Investment Group, Inc.

John M. Ivan, SECRETARY
    Managing Director/Assistant General Counsel
    Wheat First Butcher Singer, Inc.

Michael A. Wade, ASSISTANT TREASURER
    Associate Vice President
    Mentor Investment Group, Inc.

                                     [LOGO]

                           MENTOR INSTITUTIONAL TRUST
                               SEMI-ANNUAL REPORT
                                 APRIL 30, 1996





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