<TABLE>
PORTFOLIO OF INVESTMENTS AT SEPTEMBER 30, 1997
======================
<CAPTION>
PRINCIPAL U.S. $
AMOUNT US $ RATE MATURITY VALUE
- ----------- ------ -------- ----------
<S> <C> <C> <C> <C>
U.S. GOVERNMENT SECURITIES--95.2%
$1,600,000 Federal Home Loan Mortgage Corporation, Discount Note
(Cost $1,600,000)................................. 6.0000% 10/01/97 $1,600,000
3,700,000 U.S. Treasury Note
(Cost $3,780,919)................................. 6.6250% 03/31/02 3,788,541
----------
5,388,541
----------
ARGENTINIAN GOVERNMENT SECURITIES--8.0%
500,000 Republic of Argentina, Floating Rate Bond
(Cost $453,438).................................... 6.8750%(1) 03/31/23 453,750
----------
BRAZILIAN GOVERNMENT SECURITIES--7.5%
500,000 Republic of Brazil-EI-L, Floating Rate Bond
(Cost $423,750).................................... 6.9375%(1) 04/15/12 423,775
----------
MEXICAN GOVERNMENT SECURITIES--7.2%
500,000 Republic of Mexico-Par, Fixed Rate Bond
(Cost $415,000).................................... 6.2500% 12/31/19 407,446
----------
VENEZUELAN GOVERNMENT SECURITIES--7.7%
500,000 Republic of Venezuela DCB, Floating Rate B and
(Cost $441,250).................................... 6.7500%(1) 03/31/20 436,654
----------
TOTAL INVESTMENTS IN SECURITIES
(COST $7,114,357)* (NOTES 2A, 2B AND 3)..................... 125.6% 7,110,166
LIABILITIES IN EXCESS OF OTHER ASSETS ......................... (25.6%) (1,447,457)
------ ----------
TOTAL NET ASSETS............................................... 100.0% $5,662,709
====== ==========
- ----------
(1) Floating rate securities-rates shown are coupon rates as of September 30,
1997.
* Cost for Federal income tax purposes is $7,114,357 and net unrealized
depreciation consists of the following:
Gross unrealized appreciation ................. $7,959
Gross unrealized depreciation ................. (12,150)
-------
Net unrealized depreciation ................... ($4,191)
=======
See accompanying notes to financial statements
</TABLE>
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1997
======================
ASSETS:
Investments at market value (identified cost $7,114,357)
(Notes 2A and 3)............................................... $7,110,166
Cash............................................................. 215,957
Receivable for:
Interest .................................................... 92,760
Investments sold unsettled................................... 7,000
Deferred organization expenses (Note 2F) ........................ 45,215
Prepaid expenses ................................................ 10,045
----------
Total Assets.................................................. 7,481,143
----------
LIABILITIES:
Payable for investment securities purchased...................... 1,777,302
Accrued expenses................................................. 41,132
----------
Total Liabilities............................................. 1,818,434
----------
NET ASSETS....................................................... $5,662,709
==========
CLASS A SHARES:
Net assets (Applicable to 16,471 shares; unlimited number
of shares of beneficial interest authorized without
par value).................................................. $117,685
==========
Net asset value and redemption price per share
($117,685/16,471 shares).................................... $7.15
==========
Offering price per share (100/96.5 of $7.15)*................. $7.41
==========
CLASS B SHARES:
Net assets (Applicable to 781,794 shares; unlimited number
of shares of beneficial interest authorized without
par value).................................................. $5,347,847
==========
Net asset value, offering and redemption price per share
($5,347,847/781,794 shares)................................ $6.84
==========
CLASS C SHARES:
Net assets (Applicable to 28,945 shares; unlimited number of
shares of beneficial interest authorized without
par value)................................................. $197,177
==========
Net asset value, offering and redemption price per share
($197,177/28,945 shares)................................... $6.81
==========
- ----------
* The offering price is reduced on purchases in excess of $100,000.
Net assets at September 30,1997 consisted of:
Paid-in capital........................................... $5,664,680
Accumulated net investment income......................... 10,056
Accumulated net realized losses on investments............ (7,836)
Unrealized depreciation of investments.................... (4,191)
----------
$5,662,709
==========
See accompanying notes to financial statements
<PAGE>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1997
======================
INVESTMENT INCOME:
INCOME:
Interest...................................................... $ 728,860
----------
EXPENSES:
Management fees (Note 5)...................................... 55,618
Distribution fees (Note 4).................................... 55,417
Transfer agent fees........................................... 51,500
Accounting services........................................... 43,500
Amortization of organization expenses (Note 2F)............... 41,676
Registration and filing fees.................................. 33,800
Professional fees............................................. 29,000
Shareholder reports........................................... 18,000
Insurance expense............................................. 17,772
Administration fees (Note 5).................................. 8,557
Custodian fees................................................ 8,500
Trustees' fees................................................ 5,800
Miscellaneous expenses........................................ 4,300
----------
Total expenses........................................ 373,440
Expenses waived (Note 5)...................................... (32,124)
----------
Net expenses........................................ 341,316
----------
Net investment income............................... 387,544
----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments.............................. 1,301,753
Decrease in unrealized appreciation of investments............ (714,538)
----------
Net realized and unrealized gain on investments............... 587,215
----------
Net increase in net assets resulting from operations.... $ 974,759
==========
See accompanying notes to financial statements
<PAGE>
Statements of Changes in Net Assets
=====================
<TABLE>
<CAPTION>
Year Ended Year Ended
September 30, 1997 September 30, 1996
------------------ ------------------
Operations:
<S> <C> <C>
Net investment income ....................................................... $ 387,544 $ 1,181,127
Net realized gain (loss) on investments ..................................... 1,301,753 1,449,373
Net realized loss on foreign currency transactions .......................... -- (186,521)
Increase (decrease) in unrealized appreciation of investments
and foreign currencies ................................................... (714,538) 420,669
------------ ------------
Net increase in net assets resulting from operations ........................ 974,759 2,864,648
Distributions to Shareholders:
Distributions from net investment income .................................... (474,470) (994,606)
Distributions in excess of net investment income ............................ -- (264,101)
Capital Share Transactions:
Net decrease in net assets derived from change in
outstanding shares (a):
Class A shares ....................................................... (109,779) (21,358)
Class B shares ....................................................... (6,424,001) (5,292,330)
Class C shares ....................................................... (320,755) (2,856,136)
------------ ------------
Total decrease ............................................... (6,354,246) (6,563,883)
Net Assets:
Beginning of the period ........................................................ 12,016,955 18,580,838
------------ ------------
End of the period ............................................................. $ 5,662,709 $ 12,016,955
============ ============
</TABLE>
See accompanying notes to financial statements
<PAGE>
(a) A summary of capital share transactions follows:
<TABLE>
<CAPTION>
Year Ended September 30, 1997
------------------------------------------------------------
Class A Class B Class C
------------------ ------------------ ------------------
<S> <C> <C> <C>
Shares:
Shares sold ................................................... 61 8,067 1,566
Shares issued in payment of distributions
to shareholders ............................................ 487 24,520 1,837
----------- ----------- -----------
548 32,587 3,403
Shares redeemed ............................................... (16,238) (1,002,312) (52,014)
----------- ----------- -----------
Net decrease ............................................ (15,690) (969,725) (48,611)
=========== =========== ===========
Dollars:
Shares sold ................................................... $ 421 $ 53,233 $ 10,226
Shares issued in payment of distributions
to shareholders ............................................ 3,348 161,381 11,993
----------- ----------- -----------
3,769 214,614 22,219
Shares redeemed ............................................... (113,548) (6,638,615) (342,974)
----------- ----------- -----------
Net decrease ............................................ ($ 109,779) ($6,424,001) ($ 320,755)
=========== =========== ===========
</TABLE>
<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>
See accompanying notes to financial statements
<PAGE>
Financial Highlights
Class A Shares
=====================
(For a Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
February 28, 1994*
Year Ended Year Ended Year Ended to
September 30, 1997 September 30, 1996 September 30, 1995 September 30, 1994
--------------------- ------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period ..... $ 6.73 $ 5.99 $ 6.91 $ 7.35
Income (loss) from investment operations--
Net investment income ................. 0.35(a) 0.50(a) 0.51 0.14
Net realized and unrealized gain (loss)
on investments and foreign
currency transactions .............. 0.46(a) 0.74(a) (0.92) (0.32)
-------- -------- -------- --------
Total from investment operations 0.81 1.24 (0.41) (0.18)
-------- -------- -------- --------
Less distributions--
Distributions from net
investment income ................... (0.35) (0.44) -- (0.14)
Distributions in excess of net
investment income .................. (0.04) (0.06) (0.51) (0.12)
-------- -------- -------- --------
Total distributions ................. (0.39) (0.50) (0.51) (0.26)
-------- -------- -------- --------
Net asset value, end of period ........... $ 7.15 $ 6.73 $ 5.99 $ 6.91
======== ======== ======== ========
TOTAL RETURN (EXCLUDES SALES CHARGES) .... 12.42 21.95 (5.68%) (2.32%)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period ................ $117,685 $216,386 $215,633 $364,402
Ratio to average net assets
Expenses (excluding interest expense)--
Before expense waiver .............. 3.97 2.87 2.97 %2.86(b)
After expense waiver ............... 3.35 2.50 2.50% 1.41(b)
Net investment income (excluding
interest expense)--
Before expense waiver .............. 4.55 7.91 9.07% 9.42(b)
After expense waiver ............... 5.17 8.28 9.54% 10.87(b)
Interest expense ......................... -- -- 0.87% 1.83(b)
Portfolio turnover rate .................. 231% 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
<PAGE>
Financial Highlights
Class B Shares
=====================
(For a Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
February 28, 1994*
Year Ended Year Ended Year Ended to
September 30, 1997 September 30, 1996 September 30, 1995 September 30, 1994
--------------------- ------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Per Share Operating Performance
Net asset value, beginning of period......... $ 6.45 $ 5.77 $ 6.65 $ 7.35
Income (loss) from investment operations--
Net investment income..................... 0.30(a) 0.44(a) 0.50 0.28
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions................... 0.44(a) 0.69(a) (0.88) (0.46)
---------- ----------- ----------- -----------
Total from investment operations.... 0.74 1.13 (0.38) (0.18)
---------- ----------- ----------- -----------
Less distributions--
Distributions from net investment income. (0.30) (0.36) -- (0.28)
Distributions in excess of net
investment income ..................... (0.05) (0.09) (0.50) (0.24)
---------- ----------- ----------- -----------
Total distributions.................... (0.35) (0.45) (0.50) (0.52)
---------- ----------- ----------- -----------
Net asset value, end of period............... $6.84 $ 6.45 $ 5.77 $ 6.65
========== =========== =========== ===========
Total Return (excludes sales charges)........ 11.81% 20.63% (5.55%) (2.48%)
Ratios/Supplemental Data
Net assets, end of period.................... $5,347,847 $11,303,444 $15,194,572 $17,001,490
Ratio to average net assets
Expenses (excluding interest expense)--
Before expense waiver.................. 4.36% 3.62% 3.11% 3.61(b)
After expense waiver................... 3.99% 3.46% 2.62% 1.75(b)
Net investment income (excluding
interest expense)--
Before expense waiver................. 4.16% 7.16% 8.84% 8.14(b)
After expense waiver.................. 4.53% 7.33% 9.33% 10.00(b)
Interest expense............................. -- -- 0.78% 1.69(b)
Portfolio turnover rate...................... 231% 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
<PAGE>
Financial Highlights
Class C Shares
=====================
(For a Share Outstanding Throughout Each Period)
<TABLE>
<CAPTION>
February 28, 1994*
Year Ended Year Ended Year Ended to
September 30, 1997 September 30, 1996 September 30, 1995 September 30, 1994
--------------------- ------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Per Share Operating Performance
Net asset value, beginning of period........ $ 6.41 $ 5.75 $ 6.65 $ 7.35
Income (loss) from investment operations--
Net investment income................... 0.29(a) 0.46(a) 0.49 0.28
Net realized and unrealized gain (loss)
on investments and foreign
currency transactions.................. 0.43(a) 0.65(a) (0.89) (0.46)
-------- -------- ---------- ----------
Total from investment operations.... 0.72 1.11 (0.40) (0.18)
-------- -------- ---------- ----------
Less distributions--
Distributions from net
investment income.................... (0.29) (0.34) -- (0.28)
Distributions in excess of net
investment income.................... (0.03) (0.11) (0.50) (0.24)
-------- -------- ---------- ----------
Total distributions.................. (0.32) (0.45) (0.50) (0.52)
-------- -------- ---------- ----------
Net asset value, end of period............. $ 6.81 $ 6.41 $5.75 $6.65
======== ======== ========== ==========
Total Return (excludes sales charges)...... 11.59% 20.34% (5.86%) (2.48%)
Ratios/Supplemental Data
Net assets, end of period.................. $197,177 $497,125 $3,170,633 $4,987,379
Ratio to average net assets
Expenses (excluding interest expense)--
Before expense waiver................ 4.71% 3.62% 3.10% 3.61(b)
After expense waiver................. 4.34% 3.46% 2.62% 1.82(b)
Net investment income (excluding
interest expense)--
Before expense waiver................ 3.81% 7.16% 8.91% 8.32(b)
After expense waiver................. 4.18% 7.33% 9.40% 10.11(b)
Interest expense........................... -- -- 0.83% 1.74(b)
Portfolio turnover rate.................... 231% 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
<PAGE>
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
======================
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
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
<PAGE>
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,
1997 exceeded net investment income as determined for income tax
purposes as a result of 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.
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, 1997, the cost of purchases and the proceeds
from sales of securities, excluding short-term notes, were $18,691,532 and
$25,512,020, respectively.
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 maximum annual rate of
.25% of the average net assets of the Class A Shares to Astra Fund Distributors
Corp. ("Distributors"), the principal underwriter (the "Principal Underwriter"),
for expenses incurred in the distribution of the Trust's Class A Shares.
Pursuant to the 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, 1997, Distributors was
reimbursed $478 for distribution costs incurred under the Class A Plan.
The plan permits Distributors to carry forward for a maximum of three years
(without carrying charges) distribution expenses from prior years covered by the
Plan for which Distributors has not received reimbursement. At September 30,
1997, Distributors had incurred $17,607 of distribution expenses in excess of
amounts currently reimbursable by the Trust pursuant to the Class A Plan. In the
event that the 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)
<PAGE>
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, 1997, daily compensation paid to Distributors was
$31,132 and $2,895 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, 1997, such Uncovered
Distribution Charges amounted to $181,512 for the Class C Plan.
On March 1, 1997, Class B Shares had no Uncovered Distribution Charges pursuant
to the Class B Plan and accordingly, discontinued the accrual of daily
compensation payments. The Class B Plan also contains provisions which
contractually obligate the Principal Underwriter to reduce the Trust's
investment management fee to the extent it has collected contingent deferred
sales charges from redeeming shareholders when there were no such Uncovered
Distribution Charges. During the year ended September 30, 1997, such reduction
amounted to $13,250.
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, 1997, maintenance fees
paid to Distributors amounted to $19,936 and $976 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. During the year ended September 30, 1997, the Manager reimbursed $31,645
of expenses of the Trust pursuant to these expense limitation provisions.
Effective January 1, 1997, these expense limitation provisions are no longer
applicable to the Trust.
The Manager has voluntarily agreed to further limit the Trust's aggregate
operating expenses during the year ended September 30, 1997, resulting in a
waiver of expenses in the amount of $478.
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.
<PAGE>
During the year ended September 30, 1997, 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, 1997, 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:
YEAR OF REDEMPTION CLASS B CLASS C
AFTER PURCHASE CDSC CDSC
- -------------- ------- -------
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%
NOTE 8--SUBSEQUENT EVENT
At a meeting of the Board of Trustees on October 20, 1997, a plan of liquidation
for the Trust was approved. The target date for liquidation is immediately
following the special meeting of shareholders on December 29, 1997, subject to
approval by the shareholders.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
===================
To the Board of Trustees of Astra Institutional Trust and the
Shareholders of Astra All-America 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, 1997 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 hereon. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
oppinion on these financial statements and financial highlights basrd on our
audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
resonable assurance about whether the financial statements and financial
highlights are free from material misstatement. An Audit includes examing, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securuities owned as of
September 30, 1997, by correspondence with the custodian and brokers. An audit
also include assessing the accounting principles used in significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a resonable basis for our
oppinion.
In our opinion, the fonancial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Astra All-American Government Income Trust as of September 30, 1997, 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 theron, in conformity with
generally accepted accounting principles.
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
October 17, 1997
<PAGE>
=========================================================
750 B Street
Suite 2350
San Diego, CA 92101
- ---------------------------------------------------------
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 Management 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.
AAG 1297 1.5 AST 610173
ASTRA LOGO
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ASTRA
ALL-AMERICAS
GOVERNMENT
INCOME TRUST
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ANNUAL REPORT
SEPTEMBER 30, 1997
