November 22, 1995
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Astra Institutional Trust
File No. 33-44901
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940,
the
above referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe
account, 72741,733. If there are any questions on this filing I
can be reached at (302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
RULE 24f-2 NOTICE
FOR
Astra Institutional Trust
(Name of Registrant)
Securities Act of 1933 File No. 33-44901
750 B Street, Suite 2350
San Diego, CA 92101
(Address of Principal Executive Offices)
All-Americas Government Income Trust
(Securities with Respect to which Notice is Filed)
1. The following information is set forth pursuant to the
requirements of Rule 24f-2 (b) (1):
(i)Fiscal year for which notice is filed:
For the fiscal year ended 9/30/95.
(ii)The number or amount of securities of the same class or
series, if any, which had been registered under the
Securities Act
of 1933 other than pursuant to Rule 24f-2 but which remained
unsold
at the beginning of such fiscal year.
None.
(iii)The number or amount of securities, if any, registered
during
such fiscal year other than pursuant to Rule 24f-2.
None.
(iv)The number or amount of securities sold during such fiscal
year.
$10,647,895.
(v)The number or amount of securities sold during such fiscal
year
in reliance upon registration pursuant to Rule 24f-2*:
$10,647,895.
2.An opinion of counsel with respect to the validity of the
shares
accompanies this notice.
3.Filing Fee with respect to shares specified in 1(v) above:
Filing fee $0.
Dated: November 22, 1995
Astra Institutional Trust
By: John Elerding
Secretary
(1) The actual aggregate sales price for which such shares were
sold was $10,647,895. During the fiscal year ended September
30,
1995, the actual aggregate redemption price of securities of
the
shares redeemed by the Registrant was $10,960,785. No portion
of
such aggregate redemption price has been applied by the
registrant
pursuant to Rule 24e-2(a) in a filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940. Pursuant to
Rule
24f-2(c), the filing fee with respect to such shares is
calculated
as follows:
$10,647,895 - $10,960,785 = ($312,890) 2900 = $0
JORDEN BURT BERENSON & JOHNSON LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington, DC 2007-0805
(202) 965-8100
November 22, 1995
Astra Institutional Trust
750 B Street, Suite 2350
San Diego, California 92101
Re: Astra Institutional Trust (on behalf of
Astra All-Americas Government Income Trust)
Registration Nos. 33-44901 and 811-6518
Gentlemen:
This opinion is furnished in connection with Rule 24f-2 under the
Investment Company Act of 1940 (the "1940 Act"). We understand
that, pursuant to Rule 24f-2 under the 1940 Act, Astra
Institutional Trust (the "Trust") has registered an indefinite
number of shares (the "Shares") of beneficial interest of the
Trust having no par value, under the Securities Act of 1933. We
further understand that, pursuant to the provisions of Rule
24f-2,
the Trust is filing with the Securities and Exchange Commission
(the "SEC") the Notice attached hereto making definite the
registration of the Shares sold in reliance upon Rule 24f-2
during
the fiscal year ended September 30, 1995.
In connection with rendering this opinion, we have reviewed
certain
documents with respect to the Trust, including the Trust's
Agreement and Declaration of Trust as amended from time to time,
Bylaws, minutes provided to us by the Trust, certain agreements
provided to us by the Trust, and such other documents as we have
deemed necessary and appropriate. We have assumed that all such
documents are in full force and effect and have not been
rescinded
or modified. We have assumed the genuineness of all signatures
and
the authenticity of all documents submitted to us as originals
and
the conformity to original documents of all documents submitted
to
us as certified or photostatic copies. We have assumed, without
independent investigation or verification, the accuracy of all
facts set forth in certificates executed by public officials and
authorized representatives of the Trust and the accuracy of all
facts set forth in oral or written statements made to us.
We have assumed the validity of all Trust actions represented to
us
as having been taken. We have also assumed substantial
compliance
by the Trust and its representatives with all applicable legal
requirements to the extent necessary to validate the actions
taken
or intended to be taken in connection with the authorization,
issuance, classification, designation, and other Trust actions
with respect to the Shares described below. This opinion is
issued as of the date hereof and is necessarily limited by laws
now in effect and facts and circumstances presently brought to
our
attention and is subject to any change in law or facts reported
or
occurring subsequent to the date hereof.
Based upon and subject to the foregoing, we are of the opinion
that
the Shares, which are the subject of the Notice filed with the
SEC
today, were legally issued, fully paid, and nonassessable.
We consent to the filing of this opinion with the Notice. This
opinion is rendered solely in connection with the Trust's Rule
24f-2 Notice, dated November 22, 1995, and may not be relied upon
for
any other purposes without our written consent first had and
obtained.
Very truly yours,
/s/JORDEN BURT BERENSON & JOHNSON LLP
JORDEN BURT BERENSON & JOHNSON LLP
