UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
APPLICATION PURSUANT TO SECTION 8(F)
OF THE INVESTMENT COMPANY OF 1940 ("ACT")
AND RULE 8F-1 THEREUNDER FOR ORDER DECLARING THAT COMPANY
HAS CEASED TO BE AN INVESTMENT COMPANY
I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[ ] Merger
[X] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of
Registration answer only questions 1
through 16, 25 and 26 of this form and
complete verification at the end of the
form.)
[ ] Election of status as a Business
Development Company
(Note: Business Development Companies
answer only questions 1 through 11
of this form and complete verification
at the end of the form.)
2. Name of fund: Hyperion Short Duration U.S.
Government Fund II
3. Securities and Exchange Commission File No.: 811-6210
4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
[ ] Initial Application [X] Amendment
5. Address of Principal Executive Office (include No.
& Street, City, State, Zip Code):
One Liberty Plaza, 165 Broadway
New York, NY 10006
6. Name, address, and telephone number of individual the Commission staff should
contact with any questions regarding this form:
Eric P. Nachimovsky
Investors Capital Services, Inc.
600 Fifth Avenue, 26th Floor
New York, NY 10020
(212) 332-5194
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund records in accordance with rules 31a-1 and
31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Eric P. Nachimovsky
Investors Capital Services, Inc.
600 Fifth Avenue, 26th Floor
New York, NY 10020
(212) 332-5194
Hyperion Capital Management, Inc.
One Liberty Plaza, 165 Broadway
New York, NY 10006
Signature Broker-Dealer Services, Inc.
6 St. James Avenue
Boston, Massachusetts 02116
NOTE: Once deregistered, a fund is still
required to maintain and preserve the records
described in rules 31a-1 and 31a-2 for the periods
specified in those rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
New York
11. Provide the name and address of each investment
adviser of the fund (including subadvisers)
during the last five years, even if the fund's
contracts with those advisers have been
terminated:
Hyperion Capital Management, Inc.
One Liberty Plaza, 165 Broadway
New York, NY 10006
12. Provide the name and address of each principal
underwriter of the fund during the last five
years, even if the fund's contracts with those
underwriters have been terminated:
Signature Broker-Dealer Services, Inc.
6 St. James Avenue
Boston, Massachusetts 02116
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [X] No
If yes for each UTI state:
Name(s):
File No.: 811-
Business Address:
15. (a) Did the fund obtain approval from the
board of directors concerning the decision to
engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
August 8, 1995
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of Registration?
[ ] Yes [X] No
If Yes, state the date on which the shareholder vote took
place:
If No, explain: At a meeting of Trustees held on August 8,
1995, the Board of Trustees of the Applicant authorized the filing of an
application on Form N-8F pursuant to Section 8(f) of the Investment Company Act
of 1940, as amended and Rule 8f-1 thereunder for declaring that Applicant has
ceased to be an investment company. The Trustees did not require a shareholder
vote on the liquidation since the Trustee had the authority to effect a
liquidation of the Trust pursuant to Article 9.2 of the Trust's Declaration of
Trust. The Trust's Declaration of Trust did provide for shareholders receiving
notification of the liquidation as soon a practicable, which shareholders did
receive.
II. Distributions to Shareholders
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions:
August 31, 1995
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of
distributions to shareholders. For Mergers, provide the
exchange ratio(s) used and explain how it was
calculated:
(e) Liquidations only:
Were any distributions to shareholders
made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only: Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
<PAGE>
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form
is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any other
liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt
or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
<PAGE>
IV. Information About Event(s) Leading to Request For
Deregistration
22. (a) List the expenses incurred in connection
with the Merger or Liquidation:
(i) Legal expenses: $2,821
(ii) Accounting expenses: $22,491
(iii) Other expenses (list and identify separately)
Trustee Fees $9,175
Custodian Fees $9,037
Broker-Dealer Fees $7,500
Transfer Agent Fees $17,669
Shareholder Fees $24,632
(iv) Total expenses (sum of lines
(i)-(iii) above): $93,325
Each applicant incurred this amount of expenses in connection with the
liquidation.
(b) How were those expenses allocated? Legal, accounting,
deregistration, termination and other expenses were incurred
in connection with this liquidation.
(c) Who paid those expenses? The investment adviser to the Applicant
paid all the expenses in connection with the liquidation of this Fund.
(d) How did the fund pay for unamortized expenses (if any)? The
investment adviser paid all the expenses including the costs in connection with
this filing.
23. Did the fund file an application for an order of the Commission
regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notiorder has been issued, the file number and date the application
was filed:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the
Merger:
(b) State the file number of the fund
surviving the Merger: 811-
(c) If the merger or reorganization agreement has been filed
with the Commission, state the file number and date the
agreement was filed:
(d) If the merger or reorganization agreement has not been
filed with the Commission, attach a copy of the agreement as
an exhibit to this form.
VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Hyperion Short Duration U.S. Government Fund II, (ii) he is
the President of Hyperion Short Duration U.S. Government Fund II, and (iii) all
actions by shareholders, directors, and any other body necessary to authorize
the undersigned to execute and file this Form N-8F application has been taken.
The undersigned also states that the facts set forth in this Form N-8F
application are true to the best of his or her knowledge, information, and
belief.
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Clifford E. Lai
Hyperion Short Duration U.S. Government Fund II
President
