November 22, 1996
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. (Securities act file #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, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Astra Institutional Trust
750 B Street, Suite 2350
San Diego, CA 92101
2. Name of each series or class of funds for which this notice is filed:
Astra All-Americas Government Income Trust
3. Investment Company Act File Number: 811-6518
Securities Act File Number: 33-44901
4. Last day of fiscal year for which this notice is filed: September 30, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable: N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: 292,272
Amount: $602,890
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 92,374
Amount: $545,242
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 0
Amount: $ 0
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 71,152
Amount: $418,082
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 0
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+ 418,082
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 9,133,148
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable) + 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable):$(8,715,066)
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 0
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By /s/John R. Elerding
John R. Elerding
Date November 22, 1996
JORDEN BURT BERENSON & JOHNSON LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington, D.C. 20007
November 22, 1996
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 Invest-
ment 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 of beneficial interest of the Trust
having no par value (the "Shares"), 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, 1996.
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, 1996, 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
