FORM N-8F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[ ] Merger
[X] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1 through
15, 24 and 25 of this form and complete verification at the end of the
form).
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1 through
10 of this form and complete verification at the end of the form.)
2. Name of fund: Astra Institutional Securities Trust, consisting of the
Astra Institutional Adjustable U.S. Government
Securities Portfolio and Astra Institutional Adjustable
Rate Securities Portfolio (the "Applicant").
3. Securities and Exchange Commission File No: 811-6408.
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code): c/o
PFPC, Inc.
103 Bellevue Parkway
Wilmington, DE 19809
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6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Jules Buchwald, Esq.
Kramer Levin Naftalis & Frankel, LLP
919 Third Avenue, 41st Floor
New York, NY 10022
(212) 715-7507
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2].
(1) PFPC, Inc. (2) Iron Mountain
Bellevue Corporate Center 6301 Winchester Avenue
400 Bellevue Parkway Suite 203
Wilmington, DE 19809 Kansas City, MO 64133
Phone #: (302) 791-1700 Phone #: (816) 737-9777
Note: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 31a-1 and 31a-2 for the
periods specified in those rules.
8. Classification of fund (check only one):
[X] Management Company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only
one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g. Delaware,
Massachusetts):
Commonwealth of Massachusetts
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11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated:
Investment Adviser: Astra Management Corporation
(formerly known as Pilgrim Management
Corporation)
last known address:
9595 Wilshire Blvd.
Suite 1001
Beverly Hills, CA 90212
Former Investment Adviser: N/A
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Astra Fund Distributors Corp.
(formerly known as Pilgrim Distributors Corporation)
last known address:
750 B Street
Suite 2350
San Diego, CA 92101
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es): N/A
(b) Trustee's name(s) and address(es): N/A
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If Yes, for each UIT state:
Name(s):
File No.: 811- _______
Business Address:
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15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
10/20/97
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[ ] Yes [X] No
If Yes, state the date on which the shareholder vote took place:
If No, explain: No shareholder approval is required.
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions:
November 25, 1997
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used
and explain how it was calculated:
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(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only: Has the fund issued senior securities?
[ ] Yes [ ] No N/A
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form
is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No Note: There are shareholders to whom
checks were mailed in complete
liquidation of their interests at
their address of record whose
whereabouts could not be ascertained
after diligent efforts (see below).
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
As to all checks which were returned unclaimed, Shareholder
Communications Corporation, a professional pre-escheat service
provider, has been retained to administer a search effort to contact
the lost holders during the applicable escheat period and if
escheated, to assist shareholders in retrieving their assets.
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III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. Information About Event(s) Leading to Request For Deregistration
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $16,241.75
(ii) Accounting expenses: approx. $5,000.00
(iii) Other expenses (list and identify separately):
Transfer Agent fees: approx. $2,556.66
(iv) Total expenses (sum of lines (i)-(iii) above): $23,798.41
(b) How were those expenses allocated?
The legal and accounting expenses were divided among all of
the Astra Funds. The transfer agent fees were divided among
the Astra Funds based upon each Fund's number of shareholders.
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(c) Who paid those expenses? All fees and expenses were paid from the
assets of the Applicant retained in the Liquidation for such
purpose.
(d) How did the fund pay for unamortized expenses (if any)? N/A
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date
the application was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger: N/A
(b) State the Investment Company Act file number of the fund surviving
the Merger:
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed:
(d) If the merger or reorganization agreement has not been filed with
the Commission, provide a copy of the agreement as an exhibit to
this form.
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VERIFICATION
The undersigned states that (i) he has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940, as amended, on behalf of the Applicant (ii) he is Counsel to the ASTRA
INSTITUTIONAL SECURITIES TRUST, and (iii) all actions by shareholders,
directors, and any other body necessary to authorize the undersigned to execute
and file this Form N-8F application have been taken. The undersigned also states
that the facts set forth in this Form N-8F application are true to the best of
his knowledge, information and belief.
/s/ Jules Buchwald
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Name: Jules Buchwald
Title: Counsel
