[Federal Register Volume 60, Number 144 (Thursday, July 27, 1995)]
[Notices]
[Pages 38597-38598]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18475]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21223; 811-6209]


Institutional Short Duration Government Portfolio; Application 
for Deregistration

July 21, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: Institutional Short Duration Government Portfolio.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has 
ceased to be an investment company.

FILING DATES: The application on Form N-8F was filed on April 18, 1995, 
and amended on July 3, 1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on August 15, 1995, 
and should be accompanied by proof of service on applicant, in the form 
of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street NW., Washington, DC 20549. 
Applicant, 520 Madison Avenue, New York, New York 10022.

FOR FURTHER INFORMATION CONTACT:
James J. Dwyer, Staff Attorney, at (202) 942-0581, or C. David Messman, 
Branch Chief, at (202) 942-0564 (Office of Investment Company 
Regulation, Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is a diversified open-end management investment 
company organized as a trust under New York law. On November 5, 1990, 
applicant registered under section 8(a) of the Act on Form N-8A, and 
filed a registration statement on Form N-1A under section 8(b) of the 
Act. Applicant did not register its securities under the Securities Act 
of 1933 and did not make any public offerings of its securities. While 
in operation, applicant issued beneficial interests only to other 
investment companies. Applicant formerly was named the Short Duration 
Government Portfolio.
    2. On August 2, 1993, 99.99% of applicant's total interests was 
held by Hyperion Institutional Short Duration Government Fund 
(``Hyperion''). A $100 interest in applicant was held by applicant's 
investment adviser, Hyperion Capital Management, Inc. (the 
``Adviser''), as organizational seed money. Hyperion is a series of 
Hyperion Government Mortgage Trust, a diversified, open-end registered 
investment company organized as a Massachusetts business trust. 
Hyperion invested in applicant through a two-tier, master-feeder fund 
structure.
    3. On August 3, 1993, Hyperion redeemed for cash its interest in 
applicant at net asset value. At a meeting held on October 5, 1993, 
applicant's board of trustees determined that it would terminate 
applicant and deregister under the Act. The trustees based their 
decision on the fact that Hyperion withdrew its interest in 

[[Page 38598]]
applicant and there was no desire to market applicant further. No 
securityholder authorization was obtained in connection with 
applicant's liquidation because no securityholder vote was required by 
law.
    4. Legal, accounting, deregistration, termination, and other 
expenses incurred in connection with applicant's liquidation were paid 
by the Adviser. The Adviser's $100 interest in applicant was used to 
pay expenses relating to the winding up of applicant's affairs. In 
addition, on August 2, 1993, the Adviser paid in full applicant's 
unamortized organizational expenses of $10,415.
    5. At the time of the application, applicant had no 
securityholders, assets, or liabilities. Applicant is not a party to 
any litigation or administrative proceeding. Applicant is not presently 
engaged in, nor does it propose to engage in, any business activities 
other than those necessary for the winding up of its affairs.
    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-18475 Filed 7-26-95; 8:45 am]
BILLING CODE 8010-01-M