U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Mentor Institutional Trust, P.O. Box 1357,
Richmond, Virginia 23286.
2. Name of each series or class of funds for which this notice is filed:
SNAP Fund
3. Investment Company Act File Number: 811-8484
Securities Act File Number: 33-80784
4. Last day of fiscal year for which this notice is filed: June 30, 1997
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 1,457,944,273 Shares
Aggregate Sale Price: $1,457,944,273
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 1,457,944,273 Shares
Aggregate Sale Price: $1,457,944,273
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Number: 50,788,304 Shares
Aggregate Sale Price: $50,788,304
-1-
<PAGE>
<TABLE>
<S> <C>
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $1,457,944,273
---------------
(ii) Aggregate price of shares issued in connec-
tion with dividend reinvestment plans (from
Item 11, if applicable): +50,788,304
--------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -1,417,927,189
--------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
--------------
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):
90,805,388
--------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x 1/3300
--------------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 27,517
==============
</TABLE>
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CRF 202.3a). [ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 8/26/97
SIGNATURES
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trust by an
officer of the Trust as an officer and not individually and the obligations of
the Trust arising out of this instrument are not binding upon any of the
trustees, officers, or shareholders of the Trust individually but are binding
only upon the assets and property of the SNAP Fund.
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Terry L. Perkins, Treasurer
---------------------------------
Terry L. Perkins, Treasurer
Date 8/26/97
*Please print the name and title of the signing officer below the signature.
-2-
<PAGE>
Ropes & Gray
One International Place
Boston, Massachusetts 02110
August 26, 1997
Mentor Institutional Trust
901 East Byrd Street
Richmond, Virginia 23219
Ladies and Gentlemen:
We are furnishing this opinion in connection with the issuance during
the fiscal year ended June 30, 1997 of 1,508,732,577 shares of beneficial
interest (the "Shares") of the SNAP Fund (the "Fund"), a series of shares of
beneficial interest of Mentor Institutional Trust (the "Trust"), pursuant to the
provisions of Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended.
We have examined copies of (i) your Agreement and Declaration of Trust
as on file at the office of the Secretary of State of The Commonwealth of
Massachusetts, which provides for an unlimited number of authorized shares of
beneficial interest of the Fund, and (ii) your Bylaws, which provide for the
issue and sale by the Fund of such Shares. We have also examined (i) a copy of
the Form 24f-2 Annual Notice (the "Notice") to be filed pursuant to the Rule by
you with the Securities and Exchange Commission relating to your registration of
an indefinite number of shares of beneficial interest of the Fund pursuant to
the Securities Act of 1933, as amended, and making definite registration of the
Shares pursuant to the Rule, and (ii) a certificate of the Treasurer of the
Trust stating that all of the Shares had been recorded as issued at June 30,
1997 and that the appropriate consideration therefor as provided in your Bylaws
was received by the Fund.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities, and that the Notice will be timely filed with
the Securities and Exchange Commission.
Based on the foregoing, we are of the opinion that:
1. The Trust is a legally organized and validly existing voluntary
association with transferable shares of beneficial interest under the laws of
The Commonwealth of Massachusetts and is authorized to issue an unlimited number
of shares of beneficial interest of the Fund.
<PAGE>
2. The Shares were validly issued, fully paid, and nonassessable by
the Fund.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders of the Trust could, under
certain circumstances, be held personally liable for the obligations of the
Trust. However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Trust or its Trustees. The Agreement and Declaration of Trust
provides for indemnification out of the property of the Fund for all loss and
expense of any shareholder of the Fund held personally liable for the
obligations of the Fund solely by reason of his being or having been a
shareholder. Thus, the risk of a shareholder's incurring financial loss on
account of shareholder liability is limited to circumstances in which the Fund
itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
------------------
Ropes & Gray
