ASTRA INSTITUTIONAL TRUST
N-30D, 1996-11-29
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                                 [ ASTRA LOGO ]
            ASTRA ALL-AMERICAS GOVERNMENT INCOME TRUST ANNUAL REPORT
 
                                                               November 15, 1996
 
Dear Shareholders:
 
We are pleased to present the financial performance for the Astra All-Americas
Government Income Trust ('The Trust') and make the statement 'What a difference
a year makes!' The total return for the twelve months ended September 30, 1996
was 21.95%, 20.63%, and 20.34% for the A, B and C shares, respectively.* As of
September 30, 1996, the 30-day SEC yield for the A, B, and C shares was 7.32%,
6.66%, and 6.55%, respectively.
 
The Trust continues its recovery from a turbulent two year period which saw
rapid changes in U.S. interest rates and the devaluation of the Mexican Peso.
Over the last twelve months, the Trust represents the best performing investment
choice of the Astra family of funds. The Trust has provided both an attractive
total return and a competitive yield. However, an investment in the Trust should
be for investors with a long-term investment horizon.
 
Latin American economic conditions are bouncing back after the severe recession
in mid-1995. The main component of the recovery is the easing in financial
conditions seen in recent quarters. The surprise of recent months has been how
little the rise in international market interest rates has done to reverse this
trend toward easier local financial market conditions, a lack of impact that
probably reflects the region's reduced dependence on short-term external capital
flows.
 
The three major Latin American economies, Mexico, Argentina, and Brazil, have
continued the activity trends apparent since early 1996. Mexico and Argentina
are growing strongly, with year-over-year numbers also being helped by easy
comparisons with 1995's recession levels. For both, domestic demand, rather than
net trade, has taken over as the driver of economic expansion. Looking into next
year, however, Argentina is believed to be better placed to maintain growth
momentum. Mexico's banking sector suffered far worse structural damage than did
Argentina's in last year's crisis and therefore is expected to be less able to
support the economy after the current bounce. In addition, export-dependent
Mexico will find its major market, the United States, probably pulling in fewer
imports in 1997 than it has this year.
 
Brazil's economy is lagging behind others in growth this year as consumers work
through the debt problems created by last year's monetary squeeze and as firms
run down inventories involuntarily built up when the boom abruptly ended in
mid-1995. More worrisome than the current changes in activity is the ability to
sustain the current policy stance. The authorities have yet to clearly
demonstrate their ability to contain the fiscal gap and thus end their reliance
on tight monetary policy to dampen inflationary expectations and steer the
economy. While Brazil seems in little immediate danger, the medium-term risk is
that a confidence crisis may occur at some point if foreigners or local
observers lose faith in the program.
 
Again this year, Latin American governments find themselves targeting
improvements in public sector finances or protecting past gains. In some cases,
most notably Mexico and Argentina, healthier economies are doing the job by
boosting tax revenues. In others, such as Brazil and Venezuela, the authorities
are challenged by structural fiscal gaps.
 
Looking forward, improving sovereign credit fundamentals for many Western
Hemisphere countries and an improving or stable U.S. dollar should be
contributing factors to a generally positive backdrop for Western Hemisphere
Government securities on a fundamental basis. However, technical forces,
specifically rising interest rates in the U.S., may cause uncertainty across the
entire fixed income sector.
 
Based upon this scenario, we currently plan to continue to structure the Trust
to take advantage of the relatively high yields provided by a number of Latin
America countries which we believe continue on the path of improving economies,
stable governments, and prudent currency exchange programs, particularly
Argentina and Panama. The Trust will also hold a portion of its assets in
short-term U.S. Government securities for liquidity

<PAGE>

purposes as well as the potential for attractive reinvestment as U.S. interest
rates continue to rise through year end 1996.
 
On behalf of Astra, we want to thank you for giving us the opportunity to help
you achieve your financial goals and objectives.
 
Sincerely,
 
Astra Management Corp.
- ----------
 
* Total returns for the one year ended September 30, 1996 were 17.63%, 16.63%,
  and 18.84% for Class A, B and C shares, respectively, after deduction of
  applicable sales charges (Class A shares have an initial sales charge of 3.5%,
  Class B shares have a contingent deferred sales charge of 4% and Class C
  shares have a contingent deferred sales charge of 1.5%). Average annual total
  returns for the period from inception to September 30, 1996 for Class A, B and
  C shares were 3.05%, 3.11% and 3.48%, respectively, after deduction of
  applicable sales charges (Class A shares include an initial sales charge of
  3.5% and Class B shares include a contingent deferred sales charge of 2%) and
  assume the reinvestment of all dividends and capital gains distributions.
  Inception of operations for Class A shares was February 28, 1994. Inception of
  operations for Class B and C shares was November 1, 1993.
 
AN INVESTMENT IN SECURITIES ISSUED BY FOREIGN GOVERNMENTS INVOLVES SPECIAL RISKS
AND CONSIDERATIONS NOT TYPICALLY ASSOCIATED WITH U.S. GOVERNMENT SECURITIES,
INCLUDING POLITICAL, ECONOMIC, CURRENCY FLUCTUATIONS, AND OTHER RISKS.
INDIVIDUAL SECURITIES OWNED BY THE TRUST, BUT NOT SHARES OF THE TRUST, MAY BE
GUARANTEED AS TO THE PAYMENT OF PRINCIPAL AND INTEREST BY THE U.S. GOVERNMENT,
ITS AGENCIES, AND INSTRUMENTALITIES. PERFORMANCE DATA REPRESENTS PAST
PERFORMANCE. INVESTMENT RETURNS AND THE PRINCIPAL VALUE OF AN INVESTMENT IN THE
TRUST WILL FLUCTUATE. SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN
THEIR ORIGINAL COST.
 
Astra All-Americas Government Income Trust is a non-diversified open-end
management investment company which seeks the highest level of current income,
consistent with reasonable investment risk, through investments in a portfolio
of (i) debt securities issued or guaranteed by the Governments of the United
States and other North and South American countries, and (ii) investment in
investment-grade debt instruments (including interest in bank loans) issued by
corporations in those countries.
 
Securities offered through Astra Fund Distributors Corp.
 
- ------
 
     2

<PAGE>

            MANAGEMENT DISCUSSION AND ANALYSIS
 
- ------------------------------
 
GENERAL ECONOMIC AND MARKET ENVIRONMENT
 
U.S. economic growth accelerated in the first half of 1996 and more importantly,
shows little signs of fading in the second half of the year. With growth in
final sales running well ahead of GDP growth as inventory investment is pared
back, the current overall acceleration, although more gradual than in 1994, is
better positioned to be sustained.
 
Stronger growth has yet to affect policy; however, an extension of first half
strength into the second half will begin to turn monetary policy toward
tightening as the Federal Reserve is expected to tighten by early fall.
 
The main support to growth in the past year has been the push of policy,
especially monetary policy. In the next few quarters, it is expected that the
strength of the expansion will be more evident in follow-through sectors such as
inventory accumulation, business investment and trade, which will pick up the
slack from a fading of interest-sensitive spending.
 
In the U.S., the leading sectors of growth in recent quarters,
interest-sensitive areas such as housing and durables spending, are expected to
slow slightly in response to recent higher market interest rates, but demand in
other areas is beginning to gather steam. After a sharp drawdown in the early
months of 1996, a return to a modest pace of inventory accumulation is now
adding to growth, especially in the manufacturing sector. Business investment is
expected to remain strong, fueled by buoyant corporate profits. Computer
investment may be cooling off, but the rise in other business equipment
investment is expected to offset the decline. Finally, the export sector, which
has been a modest drag on growth in recent quarters, is expected to improve as
growth abroad picks up. Despite this relative strength in economic growth, U.S.
inflation has remained stable at approximately 3% as the economy has operated at
full employment.
 
Near term, it appears there are limited risks to inflation, especially as the
threat from higher commodity prices has somewhat receded in recent weeks. Tight
labor market conditions are the main source of a likely modest acceleration of
U.S. inflation over the next six months, taking the core CPI rate to 3.5% by
early 1997.
 
As a result of these developments, the U.S. Federal Reserve is expected to raise
interest rates in an effort to 'fine tune' the economy, such that growth slows
back to trend in early 1997. Having achieved this objective, the Fed is expected
to sit pat for awhile and assess the impact on inflation of this year's growth
surge.
 
Western Hemisphere countries were affected by different economic and political
events, particularly Latin America. Since that time, investors have begun to
differentiate between Latin American countries based on their respective credit
profiles, taking into account specific political and economic situations.
 
EMERGING MARKET FIXED INCOME SECURITIES IN PARTICULAR
 
The Latin American region is now enjoying solid growth from its three major
countries, with Brazil only recently joining Mexico and Argentina. After six
sluggish months, Brazil posted a strong GDP gain in the second quarter and has
since displayed healthy increases in industrial production, retail sales, and
other economic indicators. It is believed that the Big Three (Mexico, Argentina
and Brazil) together will grow 3% this year.
 
More recently, the strong price performance of emerging market debt securities
can be attributed to the following factors:
 
1. Higher oil prices, which have boosted the debt servicing prospects for a
   number of emerging market countries. If this situation persists,
   oil-exporting countries such as Venezuela, Mexico, and Ecuador may fare
   better than other countries in the event of increased market volatility.
   Further, investors may feel less inclined to take profits in oil-exporting
   countries.
 
2. Persistent speculation about varying degrees of debt buyback activity by a
   long list of emerging market countries.
 
3. The diminishing influence of the U.S. Treasury market on the performance of
   emerging market debt. The continued strength of the emerging market
   securities market in the face of 7% U.S. long bond yields appears to be
   leading investors away from decisions based primarily on the Treasury market.
   The rally in emerging market securities has proceeded in the face of
   persistent volatility in the U.S. Treasury market since March 1996.
 
- ------
 
     3

<PAGE>

4. The broadening of the investor base and the continuing ability of emerging
   market countries to place debt on favorable terms in the international
   capital markets.
 
ANALYSIS OF THE ASTRA ALL-AMERICAS GOVERNMENT INCOME TRUST
 
Given the previously described scenarios in both the U.S. fixed income and
emerging markets, the major focus of the Trust was to cautiously decrease
exposure in U.S. Government securities and selectively add government securities
of emerging market countries whose credit profiles were relatively stable or
improving. The Trust's investment strategy continued to focus on purchasing
securities that were some of the most liquid in the emerging market sector.
Consequently, the Trust steadily increased its exposure to emerging market
securities as signs of economic improvement and decreased reliance on foreign
fund flows continued throughout the fiscal year.
 
- ------
 
     4

<PAGE>

     COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE ASTRA
    ALL-AMERICAS GOVERNMENT INCOME TRUST CLASS A SHARES AND THE J.P. MORGAN
    EMERGING MARKETS BOND INDEX, THE LEHMAN BROTHERS AGGREGATE INDEX AND THE
               LEHMAN BROTHERS INTERMEDIATE-TERM GOVERNMENT INDEX
 
Based on a $10,000 initial investment, the graph below illustrates that the
total return of the Astra All-Americas Government Income Trust Class A Shares
underperformed the total return of the J.P. Morgan Emerging Markets Bond Index,
the Lehman Brothers Aggregate Index and the Lehman Brothers Intermediate-Term
Government Index. Note, however, that these indices have inherent performance
advantages over any fund, since they have no cash in their portfolio, impose no
sales charge and incur no operating expenses. Of course, one cannot invest in an
index.
 
                                    CLASS A

                                                              Lehman
                                              J.P. Morgan     Brothers    
              All-Americas       Lehman        Emerging     Intermediate-
            Government Income   Brothers        Markets         Term
              Trust-Class A     Aggregate        Bond        Government
                 Shares          Index**        Index*         Index**
2/28/94           9,647          10,000         10,000         10,000
9/30/94           9,397           9,712          9,655          9,873
3/31/95           7,788          10,240          7,866         10,275
9/30/95           8,864          11,078         10,239         10,922
3/31/96           9,437          11,344         11,708         11,210
9/30/96          10,809          11,618         14,139         11,479  



             Inception date of Class A Shares was February 28, 1994
                        NOTE: INCLUDES ALL SALES CHARGES
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT PREDICTIVE
OF FUTURE PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN
THE TRUST WILL FLUCTUATE. SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN
THEIR ORIGINAL COST.


   *  The J.P. Morgan Emerging Markets Bond Index is a total return index that
      tracks the traded market for dollar-denominated sovereign restructured
      bonds.

   ** The Lehman Brothers Aggregate index includes fixed rate debt issues rated
      investment grade or higher by Moody's Investor Service, Standard & Poor's
      Corporation, or Fitch Investor's Service, in that order. All issues have
      at least one year to maturity and an outstanding par value of at least
      $100 million.

   *** The Lehman Brothers Intermediate-Term Government Index is composed of all
      U.S. Government agency and Treasury securities with maturities of five to
      ten years.

 
- ------
 
     5

<PAGE>

     COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE ASTRA
    ALL-AMERICAS GOVERNMENT INCOME TRUST CLASS B SHARES AND THE J.P. MORGAN
    EMERGING MARKETS BOND INDEX, THE LEHMAN BROTHERS AGGREGATE INDEX AND THE
               LEHMAN BROTHERS INTERMEDIATE-TERM GOVERNMENT INDEX
 
Based on a $10,000 initial investment, the graph below illustrates that the
total return of the Astra All-Americas Government Income Trust Class B Shares
underperformed the total return of the J.P. Morgan Emerging Markets Bond Index,
the Lehman Brothers Aggregate Index and the Lehman Brothers Intermediate-Term
Government Index. Note, however, that these indices have inherent performance
advantages over any fund, since they have no cash in their portfolio, impose no
sales charge and incur no operating expenses. Of course, one cannot invest in an
index.
 
                                    CLASS B

                                                              Lehman
                                              J.P. Morgan     Brothers    
              All-Americas       Lehman        Emerging     Intermediate-
            Government Income   Brothers        Markets         Term
              Trust-Class B     Aggregate        Bond        Government
                 Shares          Index**        Index*         Index**
11/1/93          10,000          10,000         10,000         10,000
3/31/94           9,438           9,682          8,552          9,807
9/30/94           9,752           9,641          9,324          9,826
3/31/95           8,127          10,166          7,596         10,226
9/30/95           9,210          10,997          9,888         10,870
3/31/96           9,755          11,261         11,306         11,156
9/30/96          10,935          11,534         13,654         11,425
 


             Inception date of Class B Shares was November 1, 1993
                        NOTE: INCLUDES ALL SALES CHARGES
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT PREDICTIVE
OF FUTURE PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN
THE TRUST WILL FLUCTUATE. SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN
THEIR ORIGINAL COST.
 

   *  The J.P. Morgan Emerging Markets Bond Index is a total return index that
      tracks the traded market for dollar-denominated sovereign restructured
      bonds.

   ** The Lehman Brothers Aggregate index includes fixed rate debt issues rated
      investment grade or higher by Moody's Investor Service, Standard & Poor's
      Corporation, or Fitch Investor's Service, in that order. All issues have
      at least one year to maturity and an outstanding par value of at least
      $100 million.

  *** The Lehman Brothers Intermediate-Term Government Index is composed of all
      U.S. Government agency and Treasury securities with maturities of five to
      ten years.

 
- ------
 
     6

<PAGE>

     COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE ASTRA
    ALL-AMERICAS GOVERNMENT INCOME TRUST CLASS C SHARES AND THE J.P. MORGAN
    EMERGING MARKETS BOND INDEX, THE LEHMAN BROTHERS AGGREGATE INDEX AND THE
               LEHMAN BROTHERS INTERMEDIATE-TERM GOVERNMENT INDEX
 
Based on a $10,000 initial investment, the graph below illustrates that the
total return of the Astra All-Americas Government Income Trust Class C Shares
underperformed the total return of the J.P. Morgan Emerging Markets Bond Index,
the Lehman Brothers Aggregate Index and the Lehman Brothers Intermediate-Term
Government Index. Note, however, that these indices have inherent performance
advantages over any fund, since they have no cash in their portfolio, impose no
sales charge and incur no operating expenses. Of course, one cannot invest in an
index.
 
                                    CLASS C

                                                              Lehman
                                              J.P. Morgan     Brothers    
              All-Americas       Lehman        Emerging     Intermediate-
            Government Income   Brothers        Markets         Term
              Trust-Class C     Aggregate       Bond         Government
                 Shares          Index**        Index*         Index**
11/1/93          10,000          10,000         10,000         10,000
3/31/94           9,439           9,682          8,552          9,807
9/30/94           7,752           9,641          9,324          9,826
3/31/95           8,097          10,166          7,596         10,226
9/30/95           9,181          10,997          9,888         10,870
3/31/96           9,727          11,261         11,306         11,156
9/30/96          11,049          11,534         13,654         11,425
  

             Inception date of Class C Shares was November 1, 1993
                        NOTE: INCLUDES ALL SALES CHARGES
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT PREDICTIVE
OF FUTURE PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN
THE TRUST WILL FLUCTUATE. SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN
THEIR ORIGINAL COST.


   *  The J.P. Morgan Emerging Markets Bond Index is a total return index that
      tracks the traded market for dollar-denominated sovereign restructured
      bonds.

   ** The Lehman Brothers Aggregate index includes fixed rate debt issues rated
      investment grade or higher by Moody's Investor Service, Standard & Poor's
      Corporation, or Fitch Investor's Service, in that order. All issues have
      at least one year to maturity and an outstanding par value of at least
      $100 million.

  *** The Lehman Brothers Intermediate-Term Government Index is composed of all
      U.S. Government agency and Treasury securities with maturities of five to
      ten years.

 
- ------
 
     7


<PAGE>
            PORTFOLIO OF INVESTMENTS AT SEPTEMBER 30, 1996
 
- ------------------------------
 
<TABLE>
<CAPTION>

  PRINCIPAL
AMOUNT U.S. $                                                             RATE      MATURITY    U.S. $ VALUE
- --------------                                                         ----------  ----------  --------------
<S>             <C>                                                    <C>         <C>         <C>
                U.S. GOVERNMENT SECURITIES -- 35.5%
    $4,300,000  U.S. Treasury Note (Cost $4,270,113).................     6.0000%    08/15/99  $    4,270,630
                                                                                               --------------
                ARGENTINIAN GOVERNMENT SECURITIES -- 18.7%
     2,673,000  Republic of Argentina, Floating Rate Bond (Cost
                  $2,082,314)........................................     6.6250%(1) 03/31/05       2,241,979
                                                                                               --------------
                BRAZILIAN GOVERNMENT SECURITIES -- 4.7%
       650,000  Republic of Brazil-EI-L, Floating Rate Bond (Cost
                  $485,157)..........................................     6.5000%(1) 04/15/06         567,125
                                                                                               --------------
                ECUADORIAN GOVERNMENT SECURITIES -- 6.5%
     1,250,000  Ecuador Discount, Floating Rate Bond (Cost
                  $690,793)..........................................     6.5000%(1) 02/28/25         778,125
                                                                                               --------------
                MEXICAN GOVERNMENT SECURITIES -- 4.6%
       800,000  Republic of Mexico-Par, Fixed Rate Bond (Cost
                  $513,497)..........................................     6.2500%    12/31/19         556,000
                                                                                               --------------
                PANAMANIAN GOVERNMENT SECURITIES -- 23.2%
     2,920,625  Republic of Panama, Floating Rate Bond (Cost
                  $2,510,183)........................................     6.6289%(1) 05/10/02       2,792,850
                                                                                               --------------
                VENEZUELAN GOVERNMENT SECURITIES -- 3.5%
       500,000  Republic of Venezuela DCB, Floating Rate Bond (Cost
                  $358,524)..........................................     6.6250%(1) 12/18/07         414,219
                                                                                               --------------
                TOTAL INVESTMENTS IN SECURITIES
                  (COST $10,910,581)* (NOTES 2A, 2B AND 3).......................       96.7%      11,620,928
                CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES...................        3.3%         396,027
                                                                                       -----   --------------
                TOTAL NET ASSETS.................................................      100.0%  $   12,016,955
                                                                                       =====   ==============
 </TABLE>
 
- ------------------
(1) Floating rate securities-rates shown are coupon rates as of September 30,
  1996.
* Cost for Federal income tax purposes is $10,910,581 with gross unrealized
  appreciation of $710,347.
 
                 See accompanying notes to financial statements
 
- ------
 
     8

<PAGE>

            STATEMENT OF ASSETS AND LIABILITIES
            SEPTEMBER 30, 1996
- ------------------------------
 
<TABLE>
<S>                                                                                                 <C>
ASSETS:
Investments at market value (identified cost $10,910,581) (Notes 2A and 3)........................  $   11,620,928
Cash..............................................................................................          98,135
Receivable for:
     Interest.....................................................................................         226,695
     Investment securities sold...................................................................         213,535
Deferred organization expenses (Note 2F)..........................................................          86,891
Prepaid expenses..................................................................................          28,559
Other assets......................................................................................          19,474
                                                                                                    --------------
     Total Assets.................................................................................      12,294,217
                                                                                                    --------------
LIABILITIES:
Payable for:
     Investment securities purchased..............................................................         200,221
     Fund shares redeemed.........................................................................          26,196
Accrued expenses..................................................................................          50,845
                                                                                                    --------------
     Total Liabilities............................................................................         277,262
                                                                                                    --------------
NET ASSETS........................................................................................  $   12,016,955
                                                                                                    --------------
                                                                                                    --------------
CLASS A SHARES:
Net assets (Applicable to 32,161 shares; unlimited number of shares of beneficial interest
  authorized without par value)...................................................................  $      216,386
                                                                                                    --------------
                                                                                                    --------------
Net asset value and redemption price per share ($216,386/32,161 shares)...........................  $         6.73
                                                                                                    --------------
                                                                                                    --------------
Offering price per share (100/96.5 of $6.73)*.....................................................  $         6.97
                                                                                                    --------------
                                                                                                    --------------
CLASS B SHARES:
Net assets (Applicable to 1,751,520 shares; unlimited number of shares of beneficial interest
  authorized without par value)...................................................................  $   11,303,444
                                                                                                    --------------
                                                                                                    --------------
Net asset value, offering and redemption price per share
  ($11,303,444/1,751,520 shares)..................................................................  $         6.45
                                                                                                    --------------
                                                                                                    --------------
CLASS C SHARES:
Net assets (Applicable to 77,557 shares; unlimited number of shares of beneficial interest
  authorized without par value)...................................................................  $      497,125
                                                                                                    --------------
                                                                                                    --------------
Net asset value, offering and redemption price per share
  ($497,125/77,557 shares)........................................................................  $         6.41
                                                                                                    ==============
</TABLE>
 
- ------------------
* The offering price is reduced on purchases in excess of $100,000.
 
Net assets at September 30, 1996 consisted of:
 
Paid-in capital...........................................    $12,560,891
Accumulated net realized losses on investments............     (1,254,283)
Unrealized appreciation of investments....................        710,347
                                                              -----------
                                                              $12,016,955
                                                              ===========


 
                 See accompanying notes to financial statements
 
- ------
 
     9

<PAGE>
            STATEMENT OF OPERATIONS
            FOR THE YEAR ENDED SEPTEMBER 30, 1996
- ------------------------------
 
<TABLE>
<CAPTION>
<S>                                                                                                  <C>
INVESTMENT INCOME:
INCOME:
  Interest.........................................................................................     $1,735,668
                                                                                                        ----------
EXPENSES:
  Distribution expenses (Note 4)...................................................................        159,547
  Management fees (Note 5).........................................................................        104,574
  Transfer agent fees..............................................................................         75,508
  Accounting services..............................................................................         42,455
  Amortization of organization expenses (Note 2F)..................................................         41,790
  Professional fees................................................................................         41,567
  Registration and filing fees.....................................................................         39,500
  Custodian fees...................................................................................         18,263
  Insurance expense................................................................................         17,199
  Administration fees (Note 5).....................................................................         16,088
  Shareholder reports..............................................................................         15,253
  Miscellaneous expenses...........................................................................          5,337
  Trustees' fees...................................................................................          4,747
                                                                                                        ----------
     Total expenses................................................................................        581,828
  Expenses waived (Note 5).........................................................................        (27,287)
                                                                                                        ----------
       Net expenses................................................................................        554,541
                                                                                                        ----------
       Net investment income.......................................................................      1,181,127
                                                                                                        ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN EXCHANGE TRANSACTIONS:
     Net realized gain on investments..............................................................      1,449,373
     Net realized loss from foreign currency transactions..........................................       (186,521)
                                                                                                        ----------
  Net realized gain................................................................................      1,262,852
  Increase in unrealized appreciation of investments and foreign currencies........................        420,669
                                                                                                        ----------
  Net realized and unrealized gain on investments and foreign currency transactions................      1,683,521
                                                                                                        ----------
     Net increase in net assets resulting from operations..........................................     $2,864,648
                                                                                                        ==========
</TABLE>
                  See accompanying notes to financial statements
 
- ------

    10
<PAGE>

            STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------
 
<TABLE>
<CAPTION>
                                                                               YEAR ENDED          YEAR ENDED
                                                                           SEPTEMBER 30, 1996  SEPTEMBER 30, 1995
                                                                           ------------------  ------------------
<S>                                                                        <C>                 <C>
OPERATIONS:
  Net investment income..................................................       $ 1,181,127        $  1,828,747
  Net realized gain (loss) on investments................................         1,449,373          (1,797,637)
  Net realized loss on foreign currency transactions.....................          (186,521)         (3,100,538)
  Increase in unrealized appreciation of investments and foreign
     currencies..........................................................           420,669             814,459
                                                                                -----------         -----------
  Net increase (decrease) in net assets resulting from operations........         2,864,648          (2,254,969)

Undistributed net investment income included in price of shares sold and
  redeemed...............................................................                --              (7,053)
 
DISTRIBUTIONS TO SHAREHOLDERS:
  Distributions from net investment income...............................          (994,606)                 --
  Distributions in excess of net investment income.......................          (264,101)         (1,836,060)
 
CAPITAL SHARE TRANSACTIONS:
  Net decrease in net assets derived from change in outstanding shares
     (a):
       Class A shares....................................................           (21,358)            (88,839)
       Class B shares....................................................        (5,292,330)          1,496,254
       Class C shares....................................................        (2,856,136)         (1,081,766)
                                                                                -----------         -----------
          Total decrease.................................................        (6,563,883)         (3,772,433)
 
NET ASSETS:
Beginning of the period..................................................        18,580,838          22,353,271
                                                                                -----------         -----------
End of the period........................................................       $12,016,955         $18,580,838
                                                                                ===========         ===========
</TABLE>
 
                 See accompanying notes to financial statements
 
- ------
 
    11
<PAGE>


(C) A SUMMARY OF CAPITAL SHARE TRANSACTIONS FOLLOWS:
 
<TABLE>
<CAPTION>
                                                                             YEAR ENDED SEPTEMBER 30, 1996
                                                                      -------------------------------------------
                                                                        CLASS A       CLASS B         CLASS C
                                                                      -----------  --------------  --------------
<S>                                                                   <C>          <C>             <C>
SHARES:
Shares sold.........................................................        9,039          82,240           1,095
Shares issued in payment of distributions
  to shareholders...................................................          770          64,311           6,071
                                                                        ---------     -----------     -----------
                                                                            9,809         146,551           7,166
Shares redeemed.....................................................      (13,657)     (1,029,941)       (480,937)
                                                                        ---------     -----------     -----------
       Net decrease.................................................       (3,848)       (883,390)       (473,771)
                                                                        =========     ===========     =========== 
DOLLARS:
Shares sold.........................................................    $  55,859     $   483,243     $     6,140
Shares issued in payment of distributions
  to shareholders...................................................        4,682         377,849          35,551
                                                                        ---------     -----------     -----------
                                                                           60,541         861,092          41,691
Shares redeemed.....................................................      (81,899)     (6,153,422)     (2,897,827)
                                                                        ---------     -----------     -----------
       Net decrease.................................................    ($ 21,358)    ($5,292,330)    ($2,856,136)
                                                                        =========     ===========     =========== 
</TABLE>


<TABLE>
<CAPTION>
                                                                             YEAR ENDED SEPTEMBER 30, 1995
                                                                      -------------------------------------------
                                                                        CLASS A       CLASS B         CLASS C
                                                                      -----------  --------------  --------------
<S>                                                                   <C>          <C>             <C>
SHARES:
Shares sold.........................................................       21,670       1,637,700          35,241
Shares issued in payment of distributions
  to shareholders...................................................        2,065          93,140          14,576
                                                                        ---------     -----------     -----------
                                                                           23,735       1,730,840          49,817
Shares redeemed.....................................................      (40,478)     (1,650,623)       (248,484)
                                                                        ---------     -----------     -----------
       Net increase (decrease)......................................      (16,743)         80,217        (198,667)
                                                                        =========     ===========     =========== 


DOLLARS:
Shares sold.........................................................    $ 138,175     $10,277,217     $   232,503
Shares issued in payment of distributions
  to shareholders...................................................       12,556         539,356          86,627
                                                                        ---------     -----------     -----------
                                                                          150,731      10,816,573         319,130
Shares redeemed.....................................................     (239,570)     (9,320,319)     (1,400,896)
                                                                        ---------     -----------     -----------
       Net increase (decrease)......................................    ($ 88,839)    $ 1,496,254     ($1,081,766)
                                                                        =========     ===========     =========== 
</TABLE>
 
                 See accompanying notes to financial statements
 
- ------
 
    12
<PAGE>

            FINANCIAL HIGHLIGHTS
            CLASS A SHARES
- ------------------------------
 
                (For a Share Outstanding Throughout Each Period)
 
<TABLE>
<CAPTION>
                                                                                              FEBRUARY 28, 1994*
                                                          YEAR ENDED          YEAR ENDED              TO
                                                      SEPTEMBER 30, 1996  SEPTEMBER 30, 1995  SEPTEMBER 30, 1994
                                                      ------------------  ------------------  ------------------
<S>                                                   <C>                 <C>                 <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period................        $    5.99           $    6.91          $     7.35
                                                            ---------           ---------          ----------
Income (loss) from investment operations--
  Net investment income.............................             0.50(a)             0.51                0.14
  Net realized and unrealized gain (loss) on
     investments and foreign
     currency transactions..........................             0.74(a)            (0.92)              (0.32)
                                                            ---------           ---------          ----------
       Total from investment operations.............             1.24               (0.41)              (0.18)
                                                            ---------           ---------          ----------
Less distributions--
  Distributions from net investment income..........            (0.44)                 --               (0.14)
  Distributions in excess of net investment
     income.........................................            (0.06)              (0.51)              (0.12)
                                                            ---------           ---------          ----------
       Total distributions..........................            (0.50)              (0.51)              (0.26)
                                                            ---------           ---------          ----------
Net asset value, end of period......................        $    6.73           $    5.99          $     6.91
                                                            =========           =========          ==========
 
TOTAL RETURN (EXCLUDES SALES CHARGES)...............        $   21.95%              (5.68%)             (2.32%)
 
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period...........................        $ 216,386           $ 215,633          $  364,402
Ratio to average net assets
  Expenses (excluding interest expense)--
     Before expense waiver..........................             2.87%               2.97%               2.86%(b)
     After expense waiver...........................             2.50%               2.50%               1.41%(b)
  Net investment income (excluding interest
     expense)--
     Before expense waiver..........................             7.91%               9.07%               9.42%(b)
     After expense waiver...........................             8.28%               9.54%              10.87%(b)
Interest expense....................................               --                0.87%               1.83%(b)
Portfolio turnover rate.............................              235%                204%                407%
Average daily borrowing outstanding during period...               --           $  40,036          $   87,049
Average daily shares outstanding during period......               --              48,764              35,151
Average daily borrowings outstanding per share
  during period.....................................               --               $0.82               $2.48
</TABLE>
 
- ----------
 
*  Date of initial public offering.
(a)Based upon average shares outstanding throughout the period.
(b)Annualized.

 
                 See accompanying notes to financial statements
 
- ------
 
    13
<PAGE>

            FINANCIAL HIGHLIGHTS
            CLASS B SHARES
- ------------------------------
 
                (For a Share Outstanding Throughout Each Period)
 
<TABLE>
<CAPTION>
                                                                                         NOVEMBER 1, 1993*
                                                     YEAR ENDED          YEAR ENDED              TO
                                                 SEPTEMBER 30, 1996  SEPTEMBER 30, 1995  SEPTEMBER 30, 1994
                                                 ------------------  ------------------  ------------------
<S>                                              <C>                 <C>                 <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period...........        $     5.77          $     6.65         $      7.35
                                                       ----------          ----------         -----------

Income (loss) from investment operations--
  Net investment income........................              0.44(a)             0.50                0.28
  Net realized and unrealized gain (loss) on
     investments and foreign currency
     transactions..............................              0.69(a)            (0.88)              (0.46)
                                                       ----------          ----------         -----------
       Total from investment operations........              1.13               (0.38)              (0.18)
                                                       ----------          ----------         -----------
Less distributions--
  Distributions from net investment income.....             (0.36)                 --               (0.28)
  Distributions in excess of net investment
     income....................................             (0.09)              (0.50)              (0.24)
                                                       ----------          ----------         -----------
     Total distributions.......................             (0.45)              (0.50)              (0.52)
                                                       ----------          ----------         -----------
Net asset value, end of period.................       $      6.45          $     5.77         $      6.65
                                                      ===========          ==========         ===========
TOTAL RETURN (EXCLUDES SALES CHARGES)..........             20.63%              (5.55%)             (2.48%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period......................       $11,303,444         $15,194,572         $17,001,490
Ratio to average net assets
  Expenses (excluding interest expense)--
     Before expense waiver.....................              3.62%               3.11%               3.61%(b)
     After expense waiver......................              3.46%               2.62%               1.75%(b)
  Net investment income (excluding interest
     expense)--
     Before expense waiver.....................              7.17%               8.84%               8.14%(b)
     After expense waiver......................              7.33%               9.33%              10.00%(b)
Interest expense...............................                --                0.78%               1.69%(b)
Portfolio turnover rate........................               235%                204%                407%
Average daily borrowing outstanding during
  period.......................................                --         $ 2,111,536         $ 4,404,462
Average daily shares outstanding during
  period.......................................                --           3,008,143           1,848,041
Average daily borrowings outstanding per share
  during period................................                --               $0.70               $2.38
</TABLE>
 
- ----------
*  Date of initial public offering.
(a)Based upon average shares outstanding throughout the period.
(b)Annualized.
 
                 See accompanying notes to financial statements
 
- ------
 
    14
<PAGE>

            FINANCIAL HIGHLIGHTS
            CLASS C SHARES
- ------------------------------
 
                (For a Share Outstanding Throughout Each Period)
 
<TABLE>
<CAPTION>
                                                                                            NOVEMBER 1, 1993*
                                                        YEAR ENDED          YEAR ENDED              TO
                                                    SEPTEMBER 30, 1996  SEPTEMBER 30, 1995  SEPTEMBER 30, 1994
                                                    ------------------  ------------------  ------------------
<S>                                                 <C>                 <C>                 <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period..............        $    5.75           $     6.65         $      7.35
                                                          ---------           ----------          ----------
Income (loss) from investment operations--
  Net investment income...........................             0.46(a)              0.49                0.28
  Net realized and unrealized gain (loss) on
     investments and foreign currency
     transactions.................................             0.65(a)             (0.89)              (0.46)
                                                          ---------           ----------          ----------
       Total from investment operations...........             1.11                (0.40)              (0.18)
                                                          ---------           ----------          ----------
Less distributions--
  Distributions from net investment income........            (0.34)                  --               (0.28)
  Distributions in excess of net investment
     income.......................................            (0.11)               (0.50)              (0.24)
                                                          ---------           ----------          ----------
       Total distributions........................            (0.45)               (0.50)              (0.52)
                                                          ---------           ----------          ----------
Net asset value, end of period....................        $    6.41          $      5.75         $      6.65
                                                          =========          ===========         ===========
TOTAL RETURN (EXCLUDES SALES CHARGES).............            20.34%               (5.86%)             (2.48%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period.........................         $497,125           $3,170,633          $4,987,379
Ratio to average net assets
  Expenses (excluding interest expense)--
     Before expense waiver........................             3.62%                3.10%               3.61%(b)
     After expense waiver.........................             3.46%                2.62%               1.82%(b)
  Net investment income (excluding interest
     expense)--
     Before expense waiver........................             7.17%                8.91%               8.32%(b)
     After expense waiver.........................             7.33%                9.40%              10.11%(b)
Interest expense..................................               --                 0.83%               1.74%(b)
Portfolio turnover rate...........................              235%                 204%                407%
Average daily borrowing outstanding during
  period..........................................               --         $    481,332         $1,319,294
Average daily shares outstanding during period....               --              637,550            545,628
Average daily borrowings outstanding per share
  during period...................................               --                $0.75              $2.42
</TABLE>
- ----------
* Date of initial public offering.
(a) Based upon average shares outstanding throughout the period.
(b) Annualized.
 
                 See accompanying notes to financial statements
 
- ------
 
    15
<PAGE>

            NOTES TO FINANCIAL STATEMENTS
            SEPTEMBER 30, 1996
- ------------------------------
 
NOTE 1--ORGANIZATION
 
Astra Institutional Trust ('the Company'), is registered under the investment
Company Act of 1940, as amended (the '1940 Act'), as an open-end management
investment company and is authorized to issue shares in separate series. The
Company currently offers three classes of shares (the 'Class A Shares', the
'Class B Shares', and the 'Class C Shares') in one non-diversified series, Astra
All-Americas Government Income Trust (the 'Trust'). The Class A Shares are sold
with a front-end sales charge. The Class B and Class C Shares are sold at net
asset value and may be subject to a contingent deferred sales charge upon
redemption. All classes have identical rights with respect to voting (exclusive
of each Classes' distribution arrangement), liquidation and distributions.
 
The Trust's investment objective is to seek the highest level of current income,
consistent with what Astra Management Corporation (the 'Manager') considers to
be reasonable investment risk, available through investment in a portfolio of
(i) debt securities issued or guaranteed by the governments of the United States
and other North and South American countries and (ii) investment grade debt
securities issued by corporations in these countries. There can be no assurance
that the Trust's investment objective will be achieved.
 
The Trust may incur indebtedness for the purpose of acquiring additional
portfolio investments (known as 'leverage'). Leverage is a speculative technique
in that it will increase the Trust's exposure to capital risk and may result in
higher volatility in the net asset value of the Trust's shares. There can be no
assurance that a leveraging strategy will be successful during periods in which
it is employed.
 
The Trust commenced operations on November 1, 1993, the date on which it began
investing in accordance with its registration statement. At such time only Class
B Shares and Class C Shares were offered for sale. On February 28, 1994, Class A
Shares were offered for sale.
 
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
 
The Following is a summary of the significant accounting policies followed by
the Trust in the preparation of its financial statements. These policies are in
accordance with generally accepted accounting principles.
 
  A. SECURITY VALUATION.  The securities held in the Trust's portfolio are
     valued by using market quotations, or independent pricing services which
     use prices provided by market-makers or estimates of market values obtained
     from yield data relating to instruments or securities with similar
     characteristics. Portfolio securities of the Trust which are traded both on
     an exchange and in the over-the-counter market are valued according to the
     broadest and most representative market. When portfolio securities are
     traded, the valuation will be the last reported sales price on the day of
     valuation. If there is no such reported sale or the valuation is based on
     the over-the-counter market, the securities are valued at the mean between
     the last available bid and offered prices. Securities for which reliable
     quotations or pricing services are not readily available and all other
     assets are valued at their respective fair value as determined in good
     faith by, or under procedures established by, the Trustees of the Company,
     which procedures may include the delegation of certain responsibilities
     regarding valuation to the officers of the Company. The officers of the
     Company report, as necessary, to the Trustees of the Company regarding
     portfolio valuation determination. Foreign securities are valued on the
     basis of quotations from the primary market in which they are traded.
 
  B. CURRENCY TRANSLATION.  The market values of all assets and liabilities
     denominated in foreign currencies are recorded in the financial statements
     after translation to the U.S. dollar based upon the mean between the bid
     and offered quotations of the currencies against U.S. dollars on the date
     of valuation. The cost basis of such assets and liabilities is determined
     based upon historical exchange rates. Income
 
- ------
  
    16
<PAGE>

     and expenses are translated at average exchange rates in effect as accrued
     or incurred.
 
  C. FORWARD CURRENCY CONTRACTS.  The Trust may enter into forward purchases or
     sales of foreign currencies to hedge certain foreign currency denominated
     assets and liabilities against declines in market value relative to the
     U.S. dollar. Forward currency contracts are marked-to-market daily and the
     change in market value is recorded by the Trust as an unrealized gain or
     loss. When the forward currency contract is closed, the Trust records a
     realized gain or loss equal to the difference between the value of the
     forward currency contract at the time it was opened and value at the time
     it was closed.
 
     Investments in forward currency contracts may expose the Trust to risks
     resulting from unanticipated movements in foreign currency exchange rates
     or failure of the counterparty to the agreement to perform in accordance
     with the terms of the contract.
 
  D. FEDERAL INCOME TAXES.  The Trust intends to comply with the requirements of
     the Internal Revenue Code applicable to regulated investment companies and
     to distribute all of its taxable income to its shareholders. Therefore, no
     Federal income tax provision is required.
 
  E. SECURITY TRANSACTIONS, INCOME, DIVIDENDS AND DISTRIBUTIONS.  As is common
     in the industry, security transactions are recorded on the trade date.
     Interest income is accrued as earned. Dividends and distributions to
     shareholders are recorded on the ex-dividend date. The Trust intends to
     declare and pay monthly dividends.
 
     The character of distributions paid to shareholders is determined by
     reference to income as determined for income tax purposes (after giving
     appropriate effect to temporary differences between the financial reporting
     and tax basis of assets and liabilities) rather than income as determined
     for financial reporting purposes.
 
     Distributions paid to shareholders during the year ended September 30, 1996
     exceeded net investment income as determined for income tax purposes as a
     result of the characterization of realized foreign currency losses and
     certain non-deductible operating expenses.
 
  F. DEFERRED ORGANIZATION EXPENSES. All of the expenses incurred by the Company
     in connection with the organization and registration of the Trust's shares
     will be borne by the Trust and are being amortized to expense on a
     straight-line basis over a period of five years.
 
  G. EQUALIZATION.  The Trust followed the accounting practice known as
     equalization by which a portion of the proceeds from sales and costs of
     redemptions of capital shares equivalent to the amount of distributable net
     investment income, on a per-share basis on the date of the transaction, is
     credited or charged to undistributed net investment income. As a result,
     undistributed net investment income per share is unaffected by sales or
     redemptions of capital shares. This practice was discontinued as of
     September 30, 1995.
 
  H. USE OF ESTIMATES.  In preparing financial statements in accordance with
     generally accepted accounting principles, management is required to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and the disclosure of contingent assets and liabilities at the
     date of the financial statements, and revenues and expenses during the
     reporting period. Actual results could differ from those estimates.
 
NOTE 3--INVESTMENTS
 
For the year ended September 30, 1996, the cost of purchases and the proceeds
from sales of securities, excluding short-term notes, were $36,977,978 and
$43,208,250, respectively.
 
At September 30, 1996 the Trust had a capital loss carryforward for federal
income tax purposes of $1,254,283 which expires on September 30, 2003.
 
NOTE 4--DISTRIBUTION PLANS
 
CLASS A SHARES.  The Trust has adopted a Plan pursuant to Rule 12b-1 under the
1940 Act the ('Class A Plan'), whereby it may pay up to a
 
- ------
 
    17
<PAGE>

maximum annual rate of .25% of the average net assets of the Class A Shares to
Astra Fund Distributors Corp. ('Distributors'), its principal underwriter, for
expenses incurred in the distribution of the Trust's Class A Shares. Pursuant to
the Class A Plan, Distributors is entitled to reimbursement for its actual
expenses incurred in the distribution and promotion of the Trust's Class A
Shares, including the printing of prospectuses and reports used for sales
purposes, expenses for preparation and printing of sales literature and other
related expenses, including any distribution or service fees paid to securities
dealers or institutions who have executed a distribution or service agreement
with Distributors. During the year ended September 30, 1996, Distributors was
reimbursed $446 for distribution costs incurred under the Class A Plan.
 
The Class A Plan permits Distributors to carry forward for a maximum of three
years (without carrying charges) distribution expenses from prior years covered
by the Class A Plan for which Distributors has not received reimbursement. At
September 30, 1996, Distributors had incurred $17,517 of distribution expenses
in excess of amounts currently reimbursable by the Trust pursuant to the Class A
Plan. In the event that the Class A Plan is terminated in accordance with its
terms, the obligation of the Trust to make payments to Distributors pursuant to
the Class A Plan will cease and the Trust will not be required to make any
payments for expenses incurred after termination.
 
CLASS B AND CLASS C SHARES.  The Trust has adopted Plans pursuant to Rule 12b-1
under the 1940 Act (the 'Class B Plan' and the 'Class C Plan'), whereby it will
provide daily compensation to Distributors in the form of sales commissions
equal to 5% of the amount received by the Trust for each Class B Share sold and
4% of the amount received for each Class C Share sold (excluding reinvestment of
dividends and distributions) plus an interest fee calculated by applying the
rate of 1% over prime rate to the outstanding balance of Uncovered Distribution
Charges. Daily compensation payments will be made monthly and are limited to an
annual rate of .75% of the average net assets of the Class B and Class C Shares,
respectively. During the year ended September 30, 1996, daily compensation paid
to Distributors was $100,771 and $18,555 for the Class B and Class C Shares,
respectively.
 
Uncovered Distribution Charges consist of cumulative sales commissions, interest
fees and Exchange-In Charges, reduced by cumulative daily compensation,
contingent deferred sales charges (See Note 7) and Exchange-Out Charges.
Exchange-In Charges and Exchange-Out Charges represent a pro-rata portion of the
Uncovered Distribution Charges existing on the date of eligible shareholder
exchanges in or out of the Trust. At September 30, 1996 such Uncovered
Distribution Charges amounted to $54,771 and $168,044 for the Class B and Class
C Plans, respectively.
 
The Class B and Class C Plans also provide for the payment to Distributors of a
trail or maintenance fee, accrued daily and paid monthly, in an amount equal to
an annual rate of .25% of average daily net assets of the Class B and Class C
Shares, respectively. During the year ended September 30, 1996, maintenance fees
paid to Distributors amounted to $33,590 and $6,185 for the Class B and Class C
Plans, respectively.
 
NOTE 5--INVESTMENT MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
 
The Manager provides the Trust with investment management services pursuant to
an Investment Management Agreement. The Manager furnishes investment management
services, including furnishing requisite office space and personnel, and in
general supervising and managing the Trust's portfolio subject to the ultimate
supervision and direction of the Company's Trustees. As compensation for its
services, the Manager is paid a monthly fee which is equal to the annual rate of
 .65% of the Trust's average daily gross assets. Gross assets for purposes of
calculating such fee consist of average daily net assets increased by average
daily debt outstanding.
 
Pursuant to the Investment Management Agreement, the Manager will reduce its
aggregate fees for any fiscal year, or reimburse the Trust, to the extent
required so that the Trust's expenses do not exceed the expense limitations
applicable to the Trust under the securities laws or regulations of those states
or jurisdictions in which the Trust's shares are registered or qualified for
sale. Currently, the most restrictive of
 
- ------
 
    18
<PAGE>

such limitations would require the Manager to reimburse the Trust to the extent
required so that the Trust's expenses, as described below, for any fiscal year
do not exceed 2.50% of the first $30 million of the Trust's average net assets,
2.00% of the next $70 million of the Trust's average net assets and 1.50% of the
Trust's remaining average net assets. The amount of any such required
reimbursement, however, is limited to the management fees paid by the Trust to
the Manager. Expenses for purposes of these expense limitations include the
management fee, but exclude distribution expenses, brokerage commissions and
fees, taxes, interest and extraordinary expenses such as litigation, paid or
incurred by the Trust. During the year ended September 30, 1996, the Manager
reimbursed $20,073 of expenses of the Trust pursuant to these expense limitation
provisions.
 
The Manager has voluntarily agreed to further limit the Trust's aggregate
operating expenses during the year ended September 30, 1996, resulting in a
waiver of expenses in the amount of $7,214.
 
Atlas Holdings Group, Inc., (the 'Administrator'), provides the Trust with
administrative services pursuant to an Administration Agreement. These
administrative services include supervising the preparation of all documents
required for compliance by the Trust with applicable laws and regulations,
supervising and maintenance of books and records, and other general and
administrative responsibilities. As compensation for its services, the
Administrator is paid a monthly fee which is equal to the annual rate of .10% of
the Trust's average daily net assets.
 
Certain officers and trustees of the Company are also officers and/or directors
of the Manager, Distributors and Administrator which are affiliated companies.

NOTE 6--BORROWINGS
 
BANK LOAN.  The Trust has entered into a Loan and Pledge Agreement (the
'Agreement') with a bank. Pursuant to the Agreement, the Trust may borrow an
amount not to exceed the lesser of $50 million or the maximum borrowing
permitted under the 1940 Act. All borrowings under the Agreement will be
collateralized by securities pledged to the bank. The bank will lend up to a
specified percentage of the market value of the pledged securities. The
percentage varies depending upon the type of pledged securities but currently
will not exceed 93%. All borrowings are due upon demand and bear interest at
LIBOR plus 1% payable monthly. During the year ended September 30, 1996, the
Trust had no balances outstanding pursuant to this Agreement.
 
REVERSE REPURCHASE AGREEMENTS.  The Trust has entered into a Master Repurchase
Agreement (the 'Agreement') with a bank. The Agreement provides that the Trust
may periodically enter into reverse repurchase agreements. A reverse repurchase
agreement involves the sale and delivery of securities by the Trust to the bank
coupled with an agreement to buy the securities back at a later date at an
agreed price. The Trust pays the bank a fixed rate of interest for the use of
the funds for the term of the reverse repurchase agreement. During the year
ended September 30, 1996, the Trust did not enter into any Reverse Repurchase
Agreements.
 
NOTE 7--CONTINGENT DEFERRED SALES CHARGES
 
Class B and Class C Shares redeemed within certain periods after purchase will
be subject to a contingent deferred sales charge ('CDSC'). Redemption proceeds
will be applied first against shares not subject to the CDSC for purposes of
calculating the applicable CDSC. The CDSC will not be imposed on shares acquired
through the reinvestment of dividends and distributions or on the appreciation
in the value of the shares acquired. The CDSC is paid by the redeeming
shareholder to Distributors and is imposed at the following rates:
 
<TABLE>
<CAPTION>

YEAR OF REDEMPTION                   CLASS B    CLASS C
  AFTER PURCHASE                      CDSC       CDSC
- ------------------                  ---------  ---------
<S>                                 <C>        <C>
First.............................      4.00%      1.50%
Second............................      3.00%      0.00%
Third.............................      2.00%      0.00%
Fourth............................      1.00%      0.00%
Fifth and thereafter..............      0.00%      0.00%
</TABLE>
 
- ------
 
   19
<PAGE>

            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
- ------------------------------
 
To The Board of Trustees of Astra Institutional Trust and the
Shareholders of Astra All-Americas Government Income Trust
 
     We have audited the accompanying statement of assets and liabilities of
Astra All-Americas Government Income Trust (a series of shares of beneficial
interest of Astra Institutional Trust), including the portfolio of investments,
as of September 30, 1996 and the related statement of operations for the year
then ended and the statement of changes in net assets for each of the two years
in the period then ended and the financial highlights for each of the periods
indicated thereon. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free from material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
September 30, 1996, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Astra All-Americas Government Income Trust as of September 30, 1996, and the
results of its operations for the year then ended and the changes in its net
assets for each of the two years in the period then ended and the financial
highlights for each of the periods indicated thereon, in conformity with
generally accepted accounting principles.
 
                                          TAIT, WELLER & BAKER
 
Philadelphia, Pennsylvania
October 18, 1996
 
- ------
 
    20

<PAGE>



       Astra Group
       Family of Funds
- ----------------

       Adjustable-Income Funds
- -----------------

Astra Adjustable U.S. Government Securities Trust I
Astra Adjustable U.S. Government Securities Trust I-A
Astra Adjustable U.S. Government Securities Trust II
Astra Adjustable U.S. Government Securities Trust IV
Astra Adjustable Rate Securities Trust I
Astra Adjustable Rate Securities Trust I-A
Astra Adjustable Rate Securities Trust IV

        Fixed-Income Funds
- ------------------

Astra All-Americas Government Income Trust
Astra Short-Term Multi-Market Income Fund I
Astra Short-Term Multi-Market Income Fund II


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Prospectuses containing more complete information about the Funds, including 
charges and expenses, may be obtained from Astra Fund Distributors Corp. Read
the Prospectus carefully before you invest or send money.


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    21


<PAGE>



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750 B Street
Suite 2350
San Diego, CA 92101


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ASTRA ALL-AMERICAS GOVERNMENT
INCOME TRUST

Investment Manager
Astra Management Corp.
750 B Street
Suite 2350
San Diego, CA 92101
1-619-238-7100

Principal Underwriter
Astra Fund Distributors Corp.
750 B Street
Suite 2350
San Diego, CA 92101
1-800-219-1080

Shareholder Servicing Agent
DST Systems, Inc.
P.O. Box 419174
Kansas City, Missouri 64141
1-800-441-7267

Transfer Agent
Investors Fiduciary Trust Company
c/o DST Systems, Inc.
P.O. Box 419174
Kansas City, Missouri 64141

This report is submitted for the general information of the shareholders of the
Trust. It is not authorized for distribution to prospective investors in the
Trust unless preceded or accompanied by an effective prospectus which includes
details regarding the Trust's objectives, policies, sales commissions and other
information.



    ASTRA
- --------------------------------

    ASTRA
    ALL-AMERICAS
    GOVERNMENT
    INCOME TRUST

- --------------------------------
    ANNUAL REPORT
    
    SEPTEMBER 30, 1996




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