SMITH BREEDEN SHORT DURATION US GOVERNMENT FUND
N-30D, 1995-05-24
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                            PERFORMANCE REVIEW

     The Smith Breeden Short Duration U.S. Government Fund (the "Fund") 
provided a total return of 6.75% for the year ended March 31, 1995.  The 
Fund's return exceeded its benchmark, the six-month U.S. Treasury Bill, 
by a significant margin, 1.33%.  Since the Fund's inception, its return 
has exceeded that of its benchmark by 5.56%. The graph below plots the 
Fund's return versus its benchmark.

     The year ended March 31, 1995, was a tumultuous one for the fixed 
income markets.  The Federal Reserve Board raised the discount rate, the 
rate at which banks borrow from the Federal Reserve to meet reserve 
requirements and temporary liquidity needs, four times.  The rate on 
March 31, 1994 was 3%, but rose to 5.25% by March 1995.  These increases, 
and the market's anticipation of the Federal Reserve's actions over the 
course of the year, boosted short-term and intermediate-term yields and 
increased interest-rate volatility. From March 31, 1994 to March 31, 1995, 
short-term U.S. Treasury yields rose over 200 basis points (100 basis points 
equals one percent), intermediate-term U.S. Treasury yields rose 85 to 160 
basis points, and long-term yields rose less than 50 basis points.  Over 
the course of the fiscal year, intermediate and long-term interest rates 
had actually peaked at much higher levels:  for example, in early January 
1995, the five-year U.S. Treasury Note yield was 80 basis points over its 
closing yield on March 31,1995.




THE LINE GRAPH DETAILING PERFORMANCE VERSUS THE FUND'S INDEX ACCORDING TO 
ITEM 5A. OF FORM N1-A IS LOCATED HERE IN THE TEXT AND IS DESCRIBED BELOW
IN ACCORDANCE WITH REG 232.304 OF REGULATION S-T:
 

        The graph depicts the change in value of a $10,000 investment in the 
Short Fund versus that of its benchmark, the six month US Treasury Bill.
From inception of February 25, 1992 through March 31, 1995, an investment of 
$10,000 would have grown to $11,913, if invested in the Fund and $11,357, if
invested in the six month US Treasury Bill.  The return in the Fund is
net of fees and sales charges; the return of the six month US Treasury Bill 
does not reflect fees or transaction costs.  The annualized one year return
for the Fund is 6.75%, the three year annualized return is 5.67% and since
inception, the annualized return is 5.82%.




     As interest rates rose, the effective maturities (durations) of mortgage 
securities lengthened.  This happened for two predictable reasons.  First, 
homeowners were less likely to prepay their mortgages (primarily due to 
refinancing or moving).  This lengthened the expected time to receipt of a 
mortgage investor's principal payments and made a mortgage security investment 
longer-term in nature.  Second, as variable-rate mortgage coupons began to 
reset upward (indexed, as they are, to short-term rates), they began to be 
subject to caps on their periodic adjustments, and their rates moved closer 
to their contractual lifetime maximum rates.  This made adjustable-rate 
mortgages (ARMs) more fixed-rate and less adjustable-rate in nature, 
extending their durations and making them more sensitive to subsequent 
changes in interest rates.  Although the "extension" of mortgage securities 
in 1994's rising rate environment was predictable (and well prepared for by 
the Fund, investors in general appeared to be surprised, or at least 
disappointed, as many left the market.  ARM mutual funds shrank dramatically 
during the year as many funds failed to deliver on promises or expectations 
of price stability.  Government mortgage mutual funds also experienced very 
substantial outflows during the year; and banks curtailed their purchases 
of ARMs as the market depreciation of their existing holdings was deducted 
from their reported capital. 

     Rising volatility and extending durations hurt mortgage security 
returns during the first part of the Fund's fiscal year.  Through November 
1994, the Fund had outperformed its benchmark by only 35 basis points.  
Adjustable-rate mortgages underperformed generic fixed-rate mortgages 
during most of 1994, so the Fund took advantage of the opportunity by 
increasing its position in ARMs issued by GNMA.  In December 1994 and 
January	1995, investors realized that ARMs had become considerably 
undervalued and bid up the prices of ARMs relative to the mortgage 
securities market in general.  During this time, fixed-rate mortgages also 
performed well.  In these two months, the Fund earned 109 basis points 
over its six-month U.S. Treasury Bill benchmark.

     In February and March 1995 the mortgage markets were "treading water" 
as rates declined and spreads held relatively firm.  The Fund took advantage 
of the strength of the earlier mortgage performance to reduce ARM holdings 
in the first months of 1995 and to increase the its cash position for 
future opportunities. 

     The Fund's approach to investment in the mortgage markets is to hold 
relatively liquid, easy to price, government mortgage securities in a 
portfolio with minimal interest rate risk relative to its benchmark.  With 
only small exposures to credit risk, interest-rate risk and liquidity risk, 
the Fund sought actively to take advantage of changes in relative value 
among liquid mortgage securities markets.  This portfolio management style 
is reflected in the Fund's 438% portfolio turnover for the year ended 
March 31, 1995.  

     At the close of business on March 31, 1995, pursuant to a plan of 
liquidation adopted by the Fund's Board of Trustees on March 1, 1995, the 
Fund liquidated by distributing its assets to its shareholders in 
cancellation of their shares.









SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1995


INVESTMENT INCOME:
    Interest and discount earned, net of premium 
        amortization......................................    $15,327,100

EXPENSES:
    Advisory fees (Note 2)................................      1,420,528
    Registration fees.....................................            350
    Custodian fees........................................        103,428
    Accounting and pricing services fees..................         74,135
    S&P rating fees.......................................         17,603
    Legal fees............................................         49,078
    Amortization of organization expenses (Note 1)........          8,997
    Transfer agent fees...................................         23,104
    Insurance expense.....................................         28,856
    Trustees fees and expenses............................         52,477
    Audit and tax preparation fees........................         66,730
    Other.................................................         15,171

       TOTAL EXPENSES BEFORE REIMBURSEMENT................      1,860,457

       Expenses reimbursed by adviser (Note 2)............       (200,239)

        NET EXPENSES......................................      1,660,218

        NET INVESTMENT INCOME.............................     13,666,882

NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
    Net realized loss on investments......................     (6,464,271)
    Change in unrealized appreciation(depreciation) on 
        investments, interest rate swaps, caps and
        futures contracts.................................      8,760,104
    Net realized and unrealized gain on investments.......      2,295,833

    Net increase in net assets resulting from operations..    $15,962,715



The accompanying notes are an integral part of these financial statements.













SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
STATEMENTS OF CHANGES IN NET ASSETS


                                              Year Ended       Year Ended
                                            March 31, 1995   March 31, 1994
OPERATIONS:			     
    Net investment income.................    $13,666,882       $6,924,161
      Net realized loss on investments....     (6,464,271)        (348,058)
      Change in unrealized appreciation 
       (depreciation) of investments,
        interest rate swaps and 
        futures contracts.................      8,760,104       (2,058,637)

      Net increase in net assets 
        resulting from operations.........     15,962,715        4,517,466

DISTRIBUTIONS TO SHAREHOLDERS:
      Dividends from net investment 
        income............................    (13,666,882)      (6,186,157)
      Dividends in excess of net 
        investment income.................     (1,466,847)             -
      Distributions from net 
        realized gains on investments.....       (680,487)        (795,530)
      Distributions in excess of net 
        realized gains on investments.....       (269,036)             -

      Total distributions.................    (16,083,252)      (6,981,687)

CAPITAL SHARE TRANSACTIONS:
      Shares sold.........................     99,295,926      314,099,209
      Shares issued on reinvestment of 
        distributions.....................      1,345,997        1,606,285
      Shares redeemed.....................   (142,419,513)    (139,146,610)
      Shares liquidated...................   (221,304,914)             -
      Increase(decrease) in net assets 
        resulting from capital share 
        transactions (a)..................   (263,082,504)     176,558,884

          TOTAL INCREASE IN NET ASSETS....   (263,203,041)     174,094,663

NET ASSETS:
      Beginning of period ................    263,203,041       89,108,378
      End of period.......................             $0     $263,203,041

   (a)  Transactions in capital shares 
        were as follows:
           Shares sold....................     10,000,237       31,217,127
           Shares issued on reinvestment 
            of distributions..............        135,812          159,542
           Shares redeemed................    (14,353,946)     (13,820,630)
           Shares liquidated..............    (22,190,031)             -
           Net increase...................    (26,407,928)      17,556,039
           Beginning balance .............     26,407,928        8,851,889
           Ending balance.................              0       26,407,928




The accompanying notes are an integral part of these financial statements.















SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT FUND
FINANCIAL HIGHLIGHTS


The following average per share data, ratios and supplemental
information have been derived from information provided in
the financial statements.


                                                           For the Period
                        Year Ended     Year Ended       February 25, 1992 (1)
                       March 31, 1995  March 31, 1994    to March 31, 1993

Net Asset Value,
  Beginning of Period....     $9.97         $10.07            $10.00


INCOME FROM INVESTMENT 
  OPERATIONS

  Net investment income..     0.515          0.421             0.595
  Net realized and 
    unrealized gain/(loss)
    on investments.......     0.134         (0.037)            0.130

  Total from investment
    operations...........     0.649          0.384             0.725

LESS DISTRIBUTIONS

  Dividends from net
    investment income....    (0.515)        (0.425)           (0.547)
  Dividends in excess of net
    investment income....    (0.107)           -                 -
  Distributions from net
    realized capital gains
    on investments.......    (0.027)        (0.058)           (0.108)
  Liquidating distribution
    in-kind..............    (9.973)           -                 -

  Total distributions....   (10.622)        (0.483)           (0.655)

Net Asset Value,
  End of Period..........     $0.00          $9.97            $10.07

Total Return.............      6.75%          3.86%             7.44%

RATIOS/SUPPLEMENTAL DATA

  Net assets, end of 
    period...............        $0      $263,203,041       $89,108,378

  Ratio of expenses to 
    average net 
    assets (2)...........      0.67%          0.49%             0.55%

  Ratio of net investment
    income to average
    net assets (3).......      5.52%          4.51%             6.79%

  Portfolio turnover rate       438%           412%              126%




(1) Commencement of operations.

(2) The annualized ratio of expenses to average net assets prior to 
    reimbursement of expenses by the Adviser was 0.75%, 0.55%, and 0.95%
    for the years ended March 31, 1995, and March 31, 1994, and period 
    ended March 31, 1993, respectively.

(3) The annualized ratio of net investment income to average net assets 
    prior to reimbursement of expenses by the Adviser was 5.44%, 4.45%
    and 6.39% for the years ended March 31, 1995, and March 31, 1994, 
    and period ended March 31, 1993, respectively.



The accompanying notes are an integral part of these financial statements.








NOTES TO FINANCIAL STATEMENTS 


1.   SIGNIFICANT ACCOUNTING POLICIES

The Smith Breeden Short Duration U.S. Government Fund (the "Fund") is 
a no-load, open-end, diversified management investment company registered 
under the Investment Company Act of 1940, as amended.  Pursuant to a plan 
of liquidation adopted by the Trustees of the Fund on March 1, 1995, at 
the close of business on March 31, 1995, the Fund was liquidated by a 
distribution of its assets in kind to its shareholders.  The following is 
a summary of significant accounting policies consistently followed by the 
Fund.

A.   Distributions and Taxes:  The Fund intends to qualify for and elect 
the special tax treatment afforded regulated investment companies under 
Subchapter M of the Internal Revenue Code, thereby relieving the Fund of 
Federal income taxes.  To so qualify, the Fund distributed all of its 
net investment income and net realized capital gains, if any, less any
available capital loss carry forward.  As of March 31, 1995, the Fund had 
no capital loss carry forward.

B.   Determination of Gains or Losses on Sales of Securities:  Gains or 
losses on the sale of securities are calculated for accounting and tax 
purposes on the identified cost basis.

C.   Deferred Organizational Expenses:  Deferred organizational expenses 
were being amortized on a straight-line basis over five years.  Pursuant 
to the plan of liquidation, the balance of unamortized organizational 
expenses as of March 31, 1995 was reimbursed to the Fund by the Adviser.

D.   Securities Transactions and Investment Income:  Interest income 
is accrued daily on both long-term bonds and short-term investments.  
Interest income also includes net amortization from the purchase of 
fixed-income securities.  Transactions are recorded on the first 
business day following the trade date.  Realized gains and losses 
from security transactions are determined and accounted for on the basis 
of identified cost.

2.   INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH
     AFFILIATES

Smith Breeden Associates, Inc. (the "Adviser"), a registered investment 
adviser, provides the Fund with investment management services.  As 
compensation for these services, the Fund pays the Adviser a fee 
computed daily and payable monthly, at an annual rate equal to 0.70% 
of the Fund's average daily net assets.

The Adviser has voluntarily agreed to reduce or otherwise limit other 
expenses of the Fund (excluding advisory fees and litigation, 
indemnification and other extraordinary expenses) to 0.78% annually 
of the Fund's average daily net assets.  This voluntary agreement may 
be terminated or modified at any time by the Adviser in its sole 
discretion, however the Adviser has agreed to limit expenses to 0.78% 
annually through at least March 31, 1995. The Adviser has agreed to 
reduce the fees payable (to the extent of such fees) by the amount the 
Fund's expenses would, absent the fee reduction, exceed the applicable 
expense limitations imposed by state securities administrators.  For the 
year ended March 31, 1995, the Adviser received fees of $1,420,528 and 
reimbursed the Fund $200,239.

Certain officers and trustees of the Fund are also officers and directors 
of the Adviser.

Pursuant to Rule 12b-1 under the Investment Company Act of 1940 
("1940 Act"), the Fund adopted a distribution plan effective August 1, 
1994.  The Plan permitted the Adviser to compensate investment dealers 
and other persons involved in servicing shareholder accounts for services 
provided and expenses incurred in promoting the sale of shares of Fund,
reducing redemptions, or otherwise maintaining or improving services 
provided to shareholders by such dealers or other persons.  The Plan 
provided for payments by the Adviser, out of the advisory fee paid to it 
by the Fund, to dealers and other persons at the annual rate of up to 
0.25% of the Fund's average net assets subject to the authority the 
Trustees of the Fund to reduce the amount of payments permitted under 
the Plan or to suspend the Plan for such periods as they may determine.  
Subject to these limitations, the amount of such payments and the 
purposes for which they are made are determined by the Adviser.  

3.   INVESTMENT TRANSACTIONS

During the year ended March 31, 1995, purchases and proceeds from 
sales of securities, other than short-term investments, aggregated 
$1,179,282,195 and $1,355,911,248 respectively.  The purchases and 
proceeds do not include dollar roll agreements which are considered 
to be borrowings by the Fund.  

4.   LIQUIDATION

Pursuant to a plan of liquidation adopted by the Trustees of the Fund on 
March 1, 1995, at the close of business on March 31, 1995, the Fund was 
liquidated by a distribution of its assets in-kind to its shareholders.








INDEPENDENT AUDITORS' REPORT

The Board of Trustees,
Smith Breeden Short Duration 
     U.S. Government Fund:
     
We have audited the Smith Breeden Short Duration U.S. Government Fund's 
statements of operations for the year ended March 31, 1995 and changes in 
net assets for each of the years in the two-year period then ended, and 
financial highlights for each of the years in the two-year period then 
ended and the period February 25, 1992 (commencement of operations) to 
March 31, 1993.  These statements of operations, changes in net assets and
financial highlights are the responsibility of the Fund's management.  Our 
responsibility is to express an opinion on these statements of operations, 
changes in net assets and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the statements of operations, 
changes in net assets and financial highlights are free of material 
misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the 
overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, such statements of operations, changes in net assets 
and financial highlights present fairly, in all material respects, the 
results of its operations, the changes in net assets and financial 
highlights of the Smith Breeden Short Duration U.S. Government Fund for 
the respective stated periods in conformity with generally accepted 
accounting principles.




Deloitte & Touche LLP
Princeton, New Jersey
May 12, 1995






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