SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only
[X] Definitive proxy statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Astra Institutional Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Jules Buchwald
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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ASTRA INSTITUTIONAL TRUST
(ASTRA ALL-AMERICAS GOVERNMENT INCOME TRUST)
9595 WILSHIRE BOULEVARD
BEVERLY HILLS CA 90212
December 5, 1997
Dear Shareholder:
At a meeting of the Board of Trustees of Astra Institutional Trust held
on October 20, 1997, the Trustees unanimously approved a Plan of Liquidation for
Astra All-Americas Government Income Trust (the "Fund"). After considering other
alternatives, the Board of Trustees concluded that a complete liquidation is in
the best interests of the Fund and its shareholders. The enclosed Notice of a
Special Meeting of Shareholders and Proxy Statement describe these matters in
detail and establish a Special Meeting of the shareholders to obtain your
approval.
We currently have approximately $5.2 million of net assets in the
Fund. We have concluded that the continued operation of the Fund at this size is
not economically feasible and the Board of Trustees believes it is not in your
best interest as shareholders. In spite of our efforts to sell shares of the
Fund, your Fund's management concluded, and the Trustees agreed, that marketing
efforts under the current circumstances would not increase the Fund's size
sufficiently to make its continued operation practicable.
WE STRONGLY URGE YOU TO APPROVE THIS PLAN OF LIQUIDATION AT THIS TIME.
Subject to your approval, shareholders remaining in the Fund will receive a cash
distribution at the end of the Liquidation Period as described in the Proxy
Statement.
If you do not approve this proposal, the Fund will continue to incur
additional expenses which may affect its net asset value.
After reading the enclosed material, please complete, sign and return
the proxy card so that your shares will be represented and so that the Fund can
avoid the expense of additional mailings. If you decide to attend the meeting,
you may revoke your proxy at any time and vote your shares in person. YOUR VOTE
IS EXTREMELY IMPORTANT.
If you want additional information concerning this proposal, please
call Shareholder Communications Corporation at 1-800-733-8481, Ext.427.
Thank you for your understanding and your help.
Sincerely,
Astra Management Corp.
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ASTRA INSTITUTIONAL TRUST
(ASTRA ALL-AMERICAS GOVERNMENT INCOME TRUST)
9595 WILSHIRE BOULEVARD
BEVERLY HILLS CA 90212
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, DECEMBER 29, 1997
A Special Meeting (the "Special Meeting") of shareholders of ASTRA ALL-AMERICAS
GOVERNMENT INCOME TRUST (the "Fund"), a series of Astra Institutional Trust (the
"Trust") will be held on Monday, December 29, 1997 at 3:00 p.m. (Eastern time)
at the offices of Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, New York,
New York, for the purpose indicated below:
1. To approve the liquidation of the Fund's assets and dissolution
of the Trust pursuant to the provisions of a Plan of Liquidation
approved by the Trust's Board of Trustees.
In addition, to transact such other business as may properly come
before the meeting or any adjournments thereof.
Shareholders of record at the close of business on December 3, 1997 are
entitled to notice of and to vote at the Special Meeting or any adjournments
thereof.
By Order of the Board of Trustees
Palomba Weingarten,
Chairman
December 5, 1997
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO
ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO
THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
ASTRA ALL-AMERICAS GOVERNMENT INCOME TRUST
9595 WILSHIRE BOULEVARD
BEVERLY HILLS CA 90212
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Astra Institutional Trust (the
"Trustees") on behalf of its Astra All-Americas Government Income Trust series
(the "Fund"). Proxies will be voted at the special meeting of shareholders to be
held on Monday, December 29, 1997 and at any adjournments thereof (the "Special
Meeting").
This Proxy Statement describes matters to be voted on at the Special
Meeting. The solicitation is made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about December 5, 1997. The
expenses in connection with preparing this Proxy Statement and all solicitations
will be borne by the Fund to the extent permitted by applicable law.
A copy of the Fund's most recent Annual Report for the fiscal year
ended September 30, 1996, which includes audited financial statements has
heretofore been mailed to each of the shareholders of the Fund. The Fund,
however, will furnish without charge a copy of that Annual Report to any
shareholders who request it by calling 1-800-441-7267. This report does not form
any part of the proxy solicitation material.
A majority of the outstanding shares of the Fund (a "quorum") must be
present (in person or by proxy) in order to conduct business at the Special
Meeting. The vote of a "majority of the outstanding voting securities," within
the meaning of the Investment Company Act of 1940, as amended (the "1940 Act")
of the Fund is required for approval of the liquidation of the Fund's assets and
dissolution of the Trust pursuant to the provisions of the Plan of Liquidation
(Exhibit A). The term "majority of the outstanding voting securities" is defined
under the 1940 Act to mean: (a) 67% or more of the outstanding shares present at
the Special Meeting, if the holders of more than 50% of the outstanding shares
are present or represented by proxy, or (b) more than 50% of the outstanding
shares of the Fund, whichever is less.
Shareholders of record at the close of business on December 3, 1997
(the "Record Date") are entitled to vote at the Special Meeting. As of the
Record Date, the Fund had 765,549.3460 shares of beneficial interest outstanding
(the "Shares"). As of that date, to the best of the knowledge of the Trust, the
following persons owned beneficially more than 5% of Shares of the Fund:
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Number of Shares Percentage of Fund
Name Owned Outstanding
- ---- ----- -----------
MLPF&S for the 119,308.000 15.585%
Sole Benefit of its
Customers
ATTN. Fund Administration
4800 Deer Lake Drive East
3rd Floor
Jacksonville, FL 32246-6484
Shareholders are entitled to one vote for each full Share and a
proportionate vote for each fractional Share held as of the Record Date. The
proxies named on the enclosed proxy card will vote in accordance with the
shareholder's direction as indicated on the proxy card if it is properly
executed. IF YOU GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED IN FAVOR
OF PROPOSAL 1 DESCRIBED IN THIS PROXY STATEMENT.
If a quorum is not present at the Special Meeting, or if a quorum is
present but sufficient votes to approve the Plan of Liquidation are not
received, the persons named as proxies may propose one or more adjournments of
the Special Meeting to permit further solicitation of proxies. In determining
whether to adjourn the Special Meeting, the following factors may be considered:
the nature of the proposal that is the subject of the Special Meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those Shares
represented at the Special Meeting in person or by proxy. The persons named as
proxies will vote for or against an adjournment based on their determination of
what is in the best interests of the shareholders, taking into consideration the
factors discussed above.
If a proxy represents a broker "non-vote" (that is, a proxy from a
broker or nominee indicating that such person has not received instructions from
the beneficial owner or other person entitled to vote shares of the Fund on a
particular matter with respect to which the broker or nominee does have
discretionary power) or is marked with an abstention (collectively,
"abstentions"), the Fund's Shares represented thereby will be considered to be
present at the meeting for purposes of determining the existence of a quorum for
the transaction of business. Abstentions, however, will have the effect of a
"no" vote for the purpose of obtaining requisite approval for Proposal 1 and any
other proposal that may come before the Special Meeting.
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<PAGE>
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, telegraph, facsimile or personal interview conducted by
certain officers or employees of the Trust or, if necessary, a commercial firm
retained for this purpose.
The duly appointed proxies or authorized persons may, at their
discretion, vote upon such other matters as may properly come before the Special
Meeting. Shareholders may revoke their proxies by executing another proxy, by
giving written notice of such revocation to the Trust, or by attending the
Special Meeting and voting in person.
PROPOSAL 1
PROPOSAL TO LIQUIDATE THE FUND'S ASSETS
AND DISSOLVE THE TRUST PURSUANT
TO THE PROVISIONS OF THE PLAN
OF LIQUIDATION
THE LIQUIDATION IN GENERAL
The Trust proposes to liquidate the Fund's assets and dissolve the
Trust pursuant to the provisions of a Plan of Liquidation (the "Plan") as
approved by the Trust's Board of Trustees at a meeting held on October 20, 1997.
The Plan provides for the complete liquidation of all of the assets of the
Trust. At the October 20, 1997 board meeting, the Trustees determined that (i)
in order to anticipate and meet redemption requests by shareholders prior to the
Special Meeting, and (ii) to decrease the probability of having to sell
portfolio securities at unfavorable prices, Astra Management Corp. (the
"Manager") may begin to liquidate the Fund's assets as it deems appropriate and
in the best interests of the shareholders of the Fund. If the Plan is approved,
the Manager will undertake to liquidate the remainder of the Fund's assets at
market prices and on such terms and conditions as the Manager shall determine to
be reasonable and in the best interests of the Fund and its shareholders. In the
event the Plan is not adopted, the Trustees will consider what action, if any,
should be taken. A copy of the form of the Plan is attached to this Proxy
Statement as Exhibit A.
PLAN OF LIQUIDATION OF THE TRUST
The Plan provides for the complete liquidation of all of the Fund's
assets. If the Plan is approved, the Manager will undertake to liquidate the
remainder of the Fund's assets at market prices and on such terms and conditions
as the Manager shall determine to be reasonable and in the best interests of the
Fund and its shareholders. The portfolio securities owned by the Fund will be
sold at a price which is the best price available in the public market at the
time of sale.
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<PAGE>
LIQUIDATION VALUE
Subject to the approval of the Plan, the Fund's shareholders will each
receive a distribution in an amount equal to the net asset value per share, as
determined in accordance with the Fund's current Prospectus, as soon as
practicable after the consummation of the sale of all of the Fund's portfolio
securities and the payment of or accrual for all of the Fund's known liabilities
and obligations (a "Liquidation Distribution"). The Fund shall pay, discharge,
or otherwise provide for the discharge of any and all liabilities prior to the
Liquidation Date. However, if the Fund is unable to discharge all its
liabilities prior to the Liquidation Date as defined in paragraph 6 of the Plan,
it may retain cash or cash equivalents in an amount believed necessary to
discharge such liabilities. Unpaid liabilities may include income dividends and
capital gain distributions. The Fund is accruing cash or cash equivalents in the
amount of $46,484 on its books as contingent and other liabilities representing
the estimated expenses of carrying out the terms of the Plan.
None of the shareholders of the Fund will be entitled to exercise any
dissenter's rights or appraisal rights with respect to the liquidation of the
Fund's assets or dissolution of the Trust. Shareholders will receive the per
share net asset value at the Liquidation Date.
LIQUIDATION DISTRIBUTIONS
At present, the date or dates on which the Fund will pay Liquidation
Distributions to its shareholders and on which the Fund will be liquidated are
not known to the Trust, but it is anticipated that if shareholders adopt the
Plan, the liquidation would occur on or prior to December 30, 1997. Shareholders
will receive their respective Liquidation Distributions without any further
action on their part.
THE RIGHT OF A SHAREHOLDER TO REDEEM HIS OR HER SHARES OF THE FUND AT
ANY TIME HAS NOT BEEN IMPAIRED AND WILL NOT BE IMPAIRED BY THE ADOPTION OF THE
PLAN. THEREFORE, A SHAREHOLDER MAY REDEEM SHARES IN ACCORDANCE WITH REDEMPTION
PROCEDURES SET FORTH IN THE FUND'S CURRENT PROSPECTUS WITHOUT THE NECESSITY OF
WAITING FOR THE FUND TO TAKE ANY ACTION.
FEDERAL INCOME TAX CONSEQUENCES
The Fund will not incur any federal income tax liability as a result of
the liquidation.
For federal income tax purposes, a shareholder's receipt of the
Liquidation Distribution will be a taxable event and will be treated as a sale
of the shareholder's Shares in exchange for the Liquidation Distribution. Each
shareholder will recognize gain or loss in an amount equal to the difference
between the Liquidation Distribution he or she receives and the adjusted tax
basis of his or her Shares. Assuming the shareholder holds his or her Shares as
a capital asset, the gain or loss generally will be treated as a capital gain or
loss. If the Shares have been held for more than one year the gain or loss will
constitute a long-term capital gain or loss; otherwise, the gain or loss will
constitute a short-term capital gain or loss. Shareholders will be notified of
their respective shares of ordinary and capital gain dividends for the Fund's
final fiscal year in normal tax-reporting fashion; amounts included
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<PAGE>
in income as dividends will increase the shareholders' adjusted bases in their
shares for purposes of computing their gain or loss on the receipt of the
Liquidation Distribution.
The receipt of a Liquidation Distribution by an Individual Retirement
Account Plan ("IRA") which holds shares would generally not be viewed as a
taxable event to the beneficiary; however, some IRAs which hold shares may have
been established with custodians, Investors Fiduciary Trust Company, who do not
possess the power to reinvest the Liquidation Distribution, but instead must
immediately distribute such amounts to the IRA beneficiary. In this situation
(and in the situation when the custodian is liquidating, the IRA account holder
has not timely designated a successor custodian and a distribution is made) the
amount received by the beneficiary will constitute a taxable distribution; and
if the beneficiary has not attained 59 1/2 years of age, such distribution will
generally constitute a premature distribution subject to an additional 10%
penalty tax. This penalty tax is in addition to the beneficiary's regular income
tax. Beneficiaries who receive a distribution from their IRAs on account of the
liquidation may be able to avoid the above-described taxes and characterize the
receipt of the liquidation distribution as a tax-free distribution if, within 60
days of receipt of the Liquidation Distribution, it is "rolled over" into a new
IRA or into an otherwise eligible retirement plan and the shareholder has not
engaged in a rollover from this IRA to another IRA or otherwise eligible
retirement plan during the one year period ending on the day of receipt of the
Liquidation Distribution. IRA distributions are subject to withholding of 10%.
Such amount may not be sufficient to satisfy a beneficiary's tax obligation and
additional estimated tax payments may be required. IRA shareholders who do not
wish to roll over their Liquidation Distribution, or who have received a partial
rollover of their IRAs during the one-year period ending on the day of receipt
of the distribution, may contact the Fund's custodian to make other arrangements
for the transfer of their IRAs. Tax results will vary depending upon the status
of each beneficiary, and therefore beneficiaries who receive distributions from
an IRA on account of the liquidation of the Fund must consult with their own tax
advisers regarding their personal tax results in this matter.
The information above is only a summary of some of the federal income
tax consequences generally affecting the Fund and its individual U.S.
shareholders resulting from the liquidation of the Fund. This summary does not
address the particular federal income tax consequences applicable to
shareholders other than U.S. individuals nor does it address state or local tax
consequences. The tax consequences of the liquidation may affect shareholders
differently depending upon their particular tax situations, and, accordingly,
this summary is not a substitute for careful tax planning on an individual
basis.
SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS TO DETERMINE
THE FEDERAL, STATE, AND OTHER INCOME TAX CONSEQUENCES OF
RECEIVING THE LIQUIDATION DISTRIBUTION WITH RESPECT TO THEIR
PARTICULAR TAX CIRCUMSTANCES.
CONCLUSION
THE TRUSTEES RECOMMEND VOTING FOR THE ABOVE PROPOSAL. IN THE EVENT THE
PLAN IS NOT ADOPTED, THE TRUSTEES WILL CONSIDER WHAT ACTION, IF ANY, SHOULD BE
TAKEN.
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<PAGE>
OTHER INFORMATION
The address of the Fund and its investment manager, Astra Management
Corp., is 9595 Wilshire Boulevard, Beverly Hills, California 90212. The address
of the Fund's subadministrator, PFPC, Inc., is 103 Bellevue Parkway, Wilmington,
Delaware 19809.
OTHER BUSINESS
The Fund's management knows of no other business to be presented at the
Special Meeting other than the matters set forth in this Proxy Statement. If any
other business properly comes before the Special Meeting, the proxies will
exercise their best judgment in deciding how to vote on such matters.
SHAREHOLDER PROPOSALS
The Trust (or the Fund) is not required to hold annual meetings of
shareholders. A shareholder proposal intended to be presented at any meeting
hereafter called should be sent to the Trust at 9595 Wilshire Boulevard, Beverly
Hills, California 90212, and must be received by the Trust within a reasonable
time before the solicitation relating thereto is made in order to be included in
the notice or proxy statement related to such meeting. The submission by a
shareholder of a proposal for inclusion in a proxy statement does not guarantee
that it will be included. Shareholder proposals are subject to certain
regulations under federal securities laws.
PLEASE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
SELF-ADDRESSED POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME
PRIOR TO THE SPECIAL MEETING BY WRITTEN NOTICE TO THE TRUST OR BY SUBMITTING A
PROXY CARD BEARING A LATER DATE.
December 5, 1997
BY ORDER OF THE BOARD OF TRUSTEES OF
ASTRA INSTITUTIONAL TRUST
Palomba Weingarten
Chairman
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<PAGE>
EXHIBIT A
FORM OF
PLAN OF LIQUIDATION
THIS PLAN OF LIQUIDATION (the "Plan") is adopted by Astra Institutional Trust, a
Massachusetts business trust (the "Trust") on behalf of its Astra All-Americas
Government Income Trust series (the "Fund").
W I T N E S S E T H:
--------------------
WHEREAS, the Fund is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, this Plan is intended to be and is adopted as a plan of liquidation of
the Fund and dissolution of the Trust, on the terms and conditions set forth
below; and
WHEREAS, the Board of Trustees of the Trust, including a majority of the
Trustees who are not interested persons (as defined by the 1940 Act), has
determined that this Plan is in the best interests of the shareholders of the
Fund.
NOW THEREFORE, the Board of Trustees of the Trust hereby adopts the following:
1. CONDITIONS PRECEDENT. This Plan is approved subject to the following
conditions:
a. The Plan shall be approved by a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund at a special
meeting of the shareholders called for the purpose of approving the
Plan.
b. A Proxy Statement describing the Plan and the proposed liquidation
shall be prepared and submitted to the Securities and Exchange
Commission and when authorized by such regulator, shall be delivered
to each shareholder of record of the Fund for the purpose of
soliciting proxies for the approval of the Plan.
c. All necessary approvals and authorizations from the Securities and
Exchange Commission, or any other regulatory authority having
jurisdiction over the transactions contemplated by the Plan shall be
obtained.
d. At or immediately prior to the Liquidation Date (as defined in
paragraph 6), the Trust shall, on behalf of the Fund, if necessary,
have declared and paid a dividend or dividends which, together with
all previous such dividends, shall have the effect of distributing to
the shareholders of the Fund all of the Fund's investment company
taxable income for taxable years ending at or prior to the Liquidation
Date (computed without regard to any deduction for dividends paid)
<PAGE>
and all of its net capital gain, if any, realized in taxable years
ending at or prior to the Liquidation Date (after reduction for any
capital loss carry-forward).
2. TERMINATION OF BUSINESS OPERATIONS. On the date on which the shareholders
approve the Plan (the "Effective Date"), the Fund shall cease to conduct
business except as is required to carry out the terms of the Plan and to
accept redemption requests.
3. NOTICE OF LIQUIDATION. As soon as practicable after the Effective Date, the
Fund shall mail any required notice to all its creditors and employees that
the Plan has been approved by the Board of Trustees and the Shareholders
and that it will be liquidating its assets. Such notice will comply with
the requirements of any state laws mandating notice of liquidation such as
that contemplated by the Plan.
4. SALE OR DISTRIBUTION OF ASSETS. As soon as practicable after the Effective
Date, but in no event later than December 30, 1997 (the "Liquidation
Period"), the Fund shall have the authority to engage in such transactions
as may be appropriate to its liquidation, including, without limitation,
the consummation of the transactions described in the Proxy Statement.
5. LIABILITIES. During the Liquidation Period, the Fund shall pay, discharge,
or otherwise provide for the payment or discharge of, any and all
liabilities and obligations of the Fund. If the Fund is unable to pay,
discharge or otherwise provide for any liabilities of the Fund during the
Liquidation Period, the Fund may however, retain cash, or cash equivalents
in an amount which it estimates is necessary to discharge any unpaid
liabilities of the Fund on the Fund's books as of the Liquidation Date (as
defined in paragraph 6). Any liabilities that arise after the Liquidation
Date will be paid by appropriate parties. Unpaid liabilities may include
but not be limited to, income dividends and capital gains distributions, if
any, payable for the period prior to the Liquidation Date.
6. DISTRIBUTION TO SHAREHOLDERS. Upon termination of the Liquidation Period
(the "Liquidation Date"), the Fund shall distribute pro rata to its
Shareholders of record as of the close of business on the Liquidation Date
all of the remaining assets of the Fund, except those reserved as
authorized by Paragraph 5 of this Plan, in complete cancellation and
redemption of all the outstanding shares of beneficial interest of the
Fund.
7. AMENDMENT OR TERMINATION. This Plan and the transactions contemplated
hereby may be terminated and abandoned by resolution of the Board of
Trustees of the Trust, at any time prior to the Liquidation Date, if
circumstances should develop that, in the opinion of the Board, in its sole
discretion, make proceeding with this Plan inadvisable for the Trust or the
Fund. The Board of Trustees may modify or amend this Plan at any time
without shareholder approval if it determines that such action would be
advisable and in the best interests of the Fund and the Shareholders.
However, if the Board determines
A-2
<PAGE>
that any such amendment or modification will materially and adversely
affect the interests of the Shareholders, such an amendment or modification
will not be adopted unless approved by the Shareholders.
8. FILINGS. As soon as practicable after the Liquidation Date, the Trust shall
file such instruments of termination, or other documents, as are necessary
to effect the termination of the Trust in accordance with the requirements
of the Declaration of Trust, the Massachusetts Business Corporation Law,
the Internal Revenue Code of 1986, as amended, any applicable securities
laws, and any rules and regulations of the Securities and Exchange
Commission or any state securities commission, including, without
limitation, withdrawing any qualification to conduct business in any state
in which the Trust or the Fund is so qualified, as well as the preparation
and filing of any tax returns.
9. POWERS OF BOARD AND OFFICERS. The Board and the officers of the Trust are
authorized to approve such changes to the terms of any of the transactions
referred to herein, to interpret any of the provisions of this Plan, and to
make, execute and deliver such other agreements, conveyances, assignments,
transfers, certificates and other documents and take such other action as
the Board and the officers of the Trust deem necessary or desirable to
carry out the terms of this Plan and to complete the liquidation of the
Fund's assets and dissolution of the Trust in accordance with this Plan and
any applicable laws, rules or regulations.
10. EXPENSES. The expenses of carrying out the terms of this Plan shall be
borne by the Fund, whether or not the liquidation contemplated by the Plan
is effected.
11. FURTHER ASSURANCES. The Trust shall take such further action, prior to, at,
and after the Liquidation Date, as may be necessary or desirable and proper
to consummate the transactions contemplated by this Plan.
12. GOVERNING LAW. This Plan shall be governed and construed in accordance with
the laws of Massachusetts.
IN WITNESS WHEREOF, the Board of Trustees of the Trust has caused this Plan to
be executed by their duly authorized representatives as of this _____ day of
___________, 1997.
ASTRA INSTITUTIONAL TRUST
By:_________________, Title
A-3
<PAGE>
ASTRA INSTITUTIONAL TRUST
ASTRA ALL-AMERICAS GOVERNMENT INCOME TRUST SERIES
SPECIAL MEETING OF SHAREHOLDERS -- DECEMBER 29, 1997
Please refer to the Proxy Statement for a discussion of these matters. THE
UNDERSIGNED HOLDER(S) OF SHARES OF BENEFICIAL INTEREST OF THE ASTRA ALL-AMERICAS
GOVERNMENT INCOME TRUST SERIES OF ASTRA INSTITUTIONAL TRUST HEREBY CONSTITUTES
AND APPOINTS CARL FRISCHLING AND JULES BUCHWALD, OR EITHER OF THEM, THE
ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH FULL POWER OF SUBSTITUTION, TO
VOTE THE SHARES LISTED BELOW AS DIRECTED, AND HEREBY REVOKES ANY PRIOR PROXIES.
To vote, mark an X in blue or black ink on the proxy card below. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF ASTRA INSTITUTIONAL TRUST.
- -----Detach card at perforation and mail in postage paid envelope provided------
1. Vote on Proposal to approve the Plan of Liquidation.
FOR AGAINST ABSTAIN
[_] [_] [_]
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
ASTRA INSTITUTIONAL TRUST
ASTRA ALL-AMERICAS GOVERNMENT INCOME TRUST SERIES
PROXY
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR APPROVAL OF PROPOSAL 1.
Please sign exactly as name appears on this card. When account is joint tenants,
all should sign. When signing as administrator, trustee or guardian, please give
title. If a corporation or partnership, sign in entity's name and by authorized
person.
x____________________________
x____________________________
Dated: December __, 1997
