Institutional Investor Trust TA-2 Annual report of transfer agent activities

File Number:
084-06412
For the reporting period ended12/31/2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM TA-2

FORM FOR REPORTING ACTIVITIES OF TRANSFER AGENTS REGISTERED PURSUANT TO SECTION 17A OF THE SECURITIES EXCHANGE ACT OF 1934

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUE FEDERAL CRIMINAL VIOLATIONS. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

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Form Version:5.4.0 1(a). Filer CIK: 0001501141

1(c). Live/Test Filing? X Live Test

1(e). Is this filing an amendment to a previous filing?

Yes

1(h). Full Name of Registrant as stated in Question 3 of Form TA-1:
Institutional Inverstors Trust

2(a). During the reporting period, has the Registrant engaged a service company to perform any of its transfer agent functions?

	All
X	Some
	None

2(b). If the answer to subsection (a) is all or some, provide the name(s) and transfer agent file number(s) of all service company(ies) engaged:

Name of Transfer Agent(s):	File Number:
Mutual Fund Shareholder Services, LLC	084-05821

2(c). During the reporting period, has the Registrant been engaged as a service company by a named transfer agent to perform transfer agent functions?

Yes X No

2(d). If the answer to subsection (c) is yes, provide the name(s) and file number(s) of the named transfer agent(s) for which the Registrant has been engaged as a service company to perform transfer agent functions:

Name of Transfer Agent(s): File Number:

3(a). Registrant`s appropriate regulatory agency (ARA):
SEC

3(b). During the reporting period, has the Registrant amended Form TA-1 within 60 calendar days following the date on which information reported therein became inaccurate, incomplete, or misleading?

	Yes, filed amendment(s)
	No, failed to file amendment(s)
X	Not applicable

3(c). If the answer to subsection (b) is no, provide an explanation:

4(a). Number of items received for transfer during the reporting period: 0

4(b). Number of individual securityholder accounts for which the TA maintained master securityholder filings: 5

5(a). Total number of individual securityholder accounts, including accounts in the Direct Registration System (DRS), dividend reinvestment plans and/or direct purchase plans as of December 31: 5

5(b). Number of individual securityholder dividend reinvestment plan and/or direct purchase plan accounts as of December 31: 5

5(c). Number of individual securityholder DRS accounts as of December 31: 0

5(d). Approximate percentage of individual securityholder accounts from subsection (a) in the following categories as of December 31:

5(d)(i). Corporate Equity Securities	5(d)(ii). Corporate Debt Securities	5(d)(iii). Open-End Investment Company Securities	5(d)(iv). Limited Partnership Securities	5(d)(v). Municipal Debt Securities	5(d)(vi). Other Securities
0	0	100	0	0	0

Note: A registered transfer agent that received fewer than 1,000 items for transfer during the reporting period and that did not maintain master securityholder files for more than 1,000 individual securityholder accounts as of December 31 of the reporting period is required to complete only Questions 1 through 5, 11, and the signature section of Form TA-2.

6. Number of securities issues for which Registrant acted in the following capacities, as of December 31:

Corporate Securities		Open-End Investment Company Securities	Limited Partnership Securities	Municipal Debt Securities	Other Securities
Equity	Debt

7. Scope of certain additional types of activities performed:

7(a). Number of issues for which dividend reinvestment plan and/or direct purchase plan services were provided, as of December 31:

7(b). Number of issues for which DRS services were provided, as of December 31:

7(c). Dividend disbursement and interest paying agent activities conducted during the reporting period:

7(c)(i). number of issues

7(c)(ii). amount (in dollars)

8(a). Number and aggregate market value of securities aged record differences, existing for more than 30 days, as of December 31:

	Prior Transfer Agent(s) (If applicable)	Current Transfer Agent
8(a)(i)(i). Number of issues:
8(a)(ii)(i). Market value (in dollars):

8(b). Number of quarterly reports regarding buy-ins filed by the registrant with its ARA (including the SEC) during the reporting period pursuant to Rule 17Ad-11(c)(2) of the Act:

8(c). During the reporting period, did the Registrant file all quarterly reports regarding buy-ins with its ARA (including the SEC) required by Rule 17Ad-11(c)(2) of the Act?

Yes X No X NA

8(d). If the answers to subsection (c) is no, provide an explanation for each failure to file:

9(a). During the reporting period, has the Registrant always been in compliance with the turnaround time for routine items as set forth in Rule 17Ad-2 of the Act?

Yes X No X NA

If the answer to subsection (a) is no, complete subsections (i) through (ii).

9(a)(i). Provide the number of months during the reporting period in which the Registrant was not in compliance with the turnaround time for routine items according to Rule 17Ad-2 of the Act:

9(a)(ii). Provide the number of written notices Registrant filed during the reporting period with the SEC and with its ARA that reported its noncompliance with turnaround time for routine items according to Rule 17Ad-2 of the Act:

10. Number of open-end investment company securities purchases and redemptions (transactions) excluding dividend, interest and distribution postings, and address changes processed during the reporting period:

10(a). Total number of transactions processed:

10(b). Number of transactions processed on a date other than date of receipt of order (as ofs):

11(a). During the reporting period, provide the date of all database searches conducted for lost securityholder accounts listed on the transfer agent`s master securityholder files, the number of lost securityholder accounts for which a database search has been conducted, and the number of lost securityholder accounts for which a different address has been obtained as a result of a database search:

11(a)(i). Date of Database Search	11(a)(ii). Number of Lost Securityholder Accounts Submitted for Database Search	11(a)(iii). Addresses Obtained from Database Search
	0	0

11(b). Number of lost securityholder accounts that have been remitted to states during the reporting period: 0

SIGNATURE: The Registrant submitting this Form, and the person signing the Form, hereby represent that all the information contained in the Form is true, correct, and complete.

12(a). Signature of Official responsible for Form: Marcia Devries	12(b). Telephone Number: 941-493-3600
12(c). Title of Signing Officer: Secretary	12(d). Date Signed (Month/Day/Year) 03/21/2013