SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY SHEARSON SERIES FUND
(Name of Registrant)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices)
Beneficial Interest $.001 par value
(Title of securities with respect to which Notice is filed)
File No. 33-5160
811-4649
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
January 1, 1993 to December 31, 1993
(ii) Number or amount of securities of the same class or series which
had been registered under the Securities Act of 1933, as amended, other than
pursuant to Rule 24f-2 but which remained unsold at the beginning of such
fiscal year:
None
(iii) Number and amount of securities, if any, registered during such
fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number and amount of securities sold during such fiscal year*:
Diversified Strategic Income Portfolio
2,183,374 shares
$21,770,932
Money Market Portfolio
4,216,138 shares
$4,216,138
Equity Income Portfolio
2,836,381 shares
$33,156,314
Equity Index Portfolio
420,506 shares
$4,842,485
Intermediate High Grade Portfolio
594,646 shares
$6,320,318
Growth & Income Portfolio
1,214,676 shares
$13,336,475
Appreciation Portfolio
1,952,237
$22,133,876
Emerging Growth Portfolio
216,901 shares
$2,190,708
Total Return Portfolio
269,587 shares
$2,736,050
International Equity Portfolio
583,970
$5,842,180
(v). Number and amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2*:
(1) Diversified Strategic Income Portfolio
2,183,374 shares
$21,770,932
(2) Money Market Portfolio
4,216,138 shares
$4,216,138
(3) Equity Income Portfolio
2,836,381 shares
$33,156,314
(4) Equity Index Portfolio
420,506 shares
$4,842,485
(5) Intermediate High Grade Portfolio
594,646 shares
$6,320,318
(6) Growth & Income Portfolio
1,214,676 shares
$13,336,475
(7) Appreciation Portfolio
1,952,237
$22,133,876
(8) Emerging Growth Portfolio
216,901 shares
$2,190,708
(9) Total Return Portfolio
269,587 shares
$2,736,050
(10) International Equity Portfolio
583,970
$5,842,180
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: February 23, 1994
SMITH BARNEY SHEARSON SERIES
FUND
By:/s/ Vincent Nave
Vincent Nave
Treasurer
________________________________________
* Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities were
sold was $21,770,932. During the fiscal year from January 1, 1993 through
December 31, 1993 the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $1,814,878. No portion of such
redemption price has been applied by the Registrant pursuant to Rule 24e-2(a)
in filings made pursuant to Section 24(e) (1) of the Investment Company Act of
1940, as amended. Pursuant to Rule 24f-2(c), the registration fee with
respect to the securities sold is calculated as follows: $21,770,932 -
$1,814,878 = $19,956,054 x $.00034483 = $6,881.44.
(2) The actual aggregate sales price for which such securities were
sold was $4,216,138. During the fiscal year from January 1, 1993 through
December 31, 1993 the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $2,676,898. No portion of such
redemption price has been applied by the Registrant pursuant to Rule 24e-2(a)
in filings made pursuant to Section 24(e) (1) of the Investment Company Act of
1940, as amended. Pursuant to Rule 24f-2(c), the registration fee with
respect to the securities sold is calculated as follows: $4,216,138 -
$2,676,898 = $1,539,240 x $.00034483 = $530.77.
(3) The actual aggregate sales price for which such securities were
sold was $33,156,314. During the fiscal year from January 1, 1993 through
December 31, 1993 the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $2,005,394. No portion of such
redemption price has been applied by the Registrant pursuant to Rule 24e-2(a)
in filings made pursuant to Section 24(e) (1) of the Investment Company Act of
1940, as amended. Pursuant to Rule 24f-2(c), the registration fee with
respect to the securities sold is calculated as follows: $33,156,314 -
$2,005,394 = $31,150,920 x $.00034483 = $10,741.77.
(4) The actual aggregate sales price for which such securities were
sold was $4,842,485. During the fiscal year from January 1, 1993 through
December 31, 1993 the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $699,836. No portion of such
redemption price has been applied by the Registrant pursuant to Rule 24e-2(a)
in filings made pursuant to Section 24(e) (1) of the Investment Company Act of
1940, as amended. Pursuant to Rule 24f-2(c), the registration fee with
respect to the securities sold is calculated as follows: $4,842,485 -
$699,836 = $4,142,649 x $.00034483 = $1,428.50.
(5) The actual aggregate sales price for which such securities were
sold was $6,320,318. During the fiscal year from January 1, 1993 through
December 31, 1993 the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $510,783. No portion of such
redemption price has been applied by the Registrant pursuant to Rule 24e-2(a)
in filings made pursuant to Section 24(e) (1) of the Investment Company Act of
1940, as amended. Pursuant to Rule 24f-2(c), the registration fee with
respect to the securities sold is calculated as follows: $6,320,318 -
$510,783 = $5,809,535 x $.00034483 = $2,003.30.
(6) The actual aggregate sales price for which such securities
were sold was $13,336,475. During the fiscal year from January 1, 1993
through December 31, 1993 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was $410,728.
No portion of such redemption price has been applied by the Registrant
pursuant to Rule 24e-2(a) in filings made pursuant to Section 24(e) (1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c), the registration fee with respect to the securities sold is
calculated as follows: $13,336,475 - $410,728 = $12,925,747 x
$.00034483 = $4,457.18.
(7) The actual aggregate sales price for which such securities
were sold was $22,133,876. During the fiscal year from January 1, 1993
through December 31, 1993 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was $2,447,740.
No portion of such redemption price has been applied by the Registrant
pursuant to Rule 24e-2(a) in filings made pursuant to Section 24(e) (1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c), the registration fee with respect to the securities sold is
calculated as follows: $22,133,876 - $2,447,740 = $19,686,136 x
$.00034483 = $6,788.37.
(8) The actual aggregate sales price for which such securities
were sold was $2,190,708. During the fiscal period from December 3,
1993 through December 31, 1993 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was $0. No
portion of such redemption price has been applied by the Registrant
pursuant to Rule 24e-2(a) in filings made pursuant to Section 24(e) (1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c), the registration fee with respect to the securities sold is
calculated as follows: $2,190,708 - $0 = $2,190,708 x $.00034483 =
$755.42.
(9) The actual aggregate sales price for which such securities
were sold was $2,736,050. During the fiscal period from December 3,
1993 through December 31, 1993 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was $0. No
portion of such redemption price has been applied by the Registrant
pursuant to Rule 24e-2(a) in filings made pursuant to Section 24(e) (1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c), the registration fee with respect to the securities sold is
calculated as follows: $2,736,050 - $0 = $2,736,050 x $.00034483 =
$943.47.
(10) The actual aggregate sales price for which such securities
were sold was $5,842,180. During the fiscal period from December 3,
1993 through December 31, 1993 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was $410,728.
No portion of such redemption price has been applied by the Registrant
pursuant to Rule 24e-2(a) in filings made pursuant to Section 24(e) (1)
of the Investment Company Act of 1940, as amended. Pursuant to Rule
24f-2(c), the registration fee with respect to the securities sold is
calculated as follows: $5,842,180 - $0 = $5,842,180 x $.00034483 =
$2,014.55.
g:/shearson/funds/ssf/9324f-2
February 23, 1994
Smith Barney Shearson Series Fund
Two World Trade Center
New York, New York 10048
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney Shearson Series Fund a
Massachusetts Business Trust (the "Fund"), of a Notice (the "Notice") pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended (the "1940
Act"), for the Fund's fiscal year ended December 31, 1993 of various
portfolios of the Fund (collectively, the "Portfolios"), you have requested
that the undersigned provide the legal opinion required by that Rule.
In accordance with Rule 24f-2, the Fund has registered an indefinite
number of shares of beneficial interest, $.001 par value, under the Securities
Act of 1933, as amended (the "1933 Act"). The purpose of the Notice is to
make definite the registration of the following shares of the Portfolios (set
forth below) of the Fund (collectively, the "Shares") sold in reliance upon
the Rule during the fiscal year ended December 31, 1993.
Portfolios
Diversified Strategic Income Portfolio 2,183,374 shares
Money Market Portfolio 4,216,138 shares
Equity Income Portfolio 2,836,381 shares
Equity Index Portfolio 20,506 shares
Intermediate High Grade Portfolio 594,646 shares
Growth & Income Portfolio 1,214,676 shares
Appreciation Portfolio 1,952,237 shares
Emerging Growth 216,901 shares
Total Return Portfolio 269,587 shares
International Equity Portfolio 583,970 shares
Smith Barney Shearson Series Fund
February 23, 1994
Page Two
The undersigned is Assistant Vice President and Counsel of The Boston
Company Advisors, Inc., the Fund's administrator, and in such capacity, from
time to time and for certain purposes, acts as counsel to the Fund. I have
examined copies of the Fund's Master Trust Agreement, its By-Laws, votes
adopted by its Board of Trustees, and such other records and documents as I
have deemed necessary for purposes of this opinion. Furthermore, I have
examined a Certificate of the Assistant Treasurer of the Fund to the effect
that the Fund received the cash consideration for each of the Shares in
accordance with the aforementioned charter documents and votes.
On the basis of the foregoing, and assuming all of the Shares were sold
in accordance with the terms of the Fund's Prospectus in effect at the time of
sale, I am of the opinion that the Shares have been duly authorized and
validly issued and are fully paid and non-assessable. This opinion is for the
limited purposes expressed above and should not be deemed to be an expression
of opinion as to compliance with the 1933 Act, the 1940 Act or applicable
State "blue sky" laws in connection with the sales of the Shares.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Fund's Master Trust Agreement provides that if a shareholder of
any Portfolio of the Fund is charged or held personally liable solely by
reason of being or having been a shareholder, the shareholder shall be
entitled out of the assets of said Portfolio to be held harmless from and
indemnified against all loss and expense arising from such liability. Thus,
the risk of shareholder liability is limited to circumstances in which that
series itself would be unable to meet its obligations.
Very truly yours,
/s/ Christine Pastelis
Christine Pastelis
Assistant Vice President
and Counsel
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