SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 24f-2 NOTICE
FOR
SMITH BARNEY SERIES FUND
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Beneficial Interest $.001 par value
(Title of securities with respect to which Notice is filed)
File No. 33-40603
811-6310
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
January 1, 1994 to December 31, 1994
(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
1,945,230 shares
$18,827,572
Money Market Portfolio
9,671,065 shares
$9,671,065
Equity Income Portfolio
347,468 shares
$3,601,508
Equity Index Portfolio
210,404 shares
$2,438,324
Intermediate High Grade Portfolio
564,424 shares
$5,706,733
Growth & Income Portfolio
671,652 shares
$7,429,055
Appreciation Portfolio
932,854
$10,824,472
Emerging Growth Portfolio
1,090,077 shares
$11,029,729
Total Return Portfolio
1,921,345 shares
$20,827,157
International Equity Portfolio
2,639,835
$25,681,169
(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
1,945,230 shares
$18,827,572
(2) Money Market Portfolio
9,671,065 shares
$9,671,065
(3) Equity Income Portfolio
347,468 shares
$3,601,508
(4) Equity Index Portfolio
210,404 shares
$2,438,324
(5) Intermediate High Grade Portfolio
564,424 shares
$5,706,733
(6) Growth & Income Portfolio
671,652 shares
$7,429,055
(7) Appreciation Portfolio
932,854
$10,824,472
(8) Emerging Growth Portfolio
1,090,077 shares
$11,029,729
(9) Total Return Portfolio
1,921,345 shares
$20,827,157
(10) International Equity Portfolio
2,639,835
$25,681,169
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: February 15, 1995
SMITH BARNEY SERIES FUND
By:_/s/ Christina Haage___
Christina Haage
Assistant Treasurer
________________________________________
* Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sales price for which such securities were
sold was $18,827,572. During the fiscal year from January 1, 1994 through
December 31, 1994 the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $5,435,332. 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: $18,827,572 -
$5,435,332 = $13,392,240 x $.00034483 = $4,618.05.
(2) The actual aggregate sales price for which such securities were
sold was $9,671,065. During the fiscal year from January 1, 1994 through
December 31, 1994 the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $6,475,417. 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: $9,671,065 -
$6,475,417 = $3,195,648 x $.00034483 = $1,101.96.
(3) The actual aggregate sales price for which such securities were
sold was $3,601,508. During the fiscal year from January 1, 1994 through
December 31, 1994 the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $13,489,892. 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: $3,601,508 -
$13,489,892 = ($9,888,348) x $.00034483 = $0.
(4) The actual aggregate sales price for which such securities were
sold was $2,438,324. During the fiscal year from January 1, 1994 through
December 31, 1994 the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $1,159,262. 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: $2,438,324 -
$1,159,262 = $1,279,062 x $.00034483 = $441.06.
(5) The actual aggregate sales price for which such securities were
sold was $5,706,733. During the fiscal year from January 1, 1994 through
December 31, 1994 the actual aggregate redemption price of securities of the
same class redeemed by the Registrant was $1,963,006. 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: $5,706,733 -
$1,963,006 = $3,743,727 x $.00034483 = $1,290.95.
(6) The actual aggregate sales price for which such securities
were sold was $7,429,055. During the fiscal year from January 1, 1994
through December 31, 1994 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was $2,448,822.
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: $7,429,055 - $2,448,822 = $4,980,233 x
$.00034483 = $1,717.33.
(7) The actual aggregate sales price for which such securities
were sold was $10,824,472. During the fiscal year from January 1, 1994
through December 31, 1994 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was $7,016,905.
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: $10,824,472 - $7,016,905 = $3,807,567 x
$.00034483 = $1,312.96.
(8) The actual aggregate sales price for which such securities
were sold was $11,029,729. During the fiscal period from January 1,
1994 through December 31, 1994 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was $1,048,804.
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: $11,029,729 - $1,048,804 = $9,980,925 x
$.00034483 = $3,441.72.
(9) The actual aggregate sales price for which such securities
were sold was $20,827,157. During the fiscal period from January 1,
1994 through December 31, 1994 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was $840,368.
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: $20,827,157 - $840,368 = $19,986,789 x
$.00034483 = $6,892.04.
(10) The actual aggregate sales price for which such securities
were sold was $25,681,169. During the fiscal period from January 1,
1994 through December 31, 1994 the actual aggregate redemption price of
securities of the same class redeemed by the Registrant was $1,309,624.
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: $25,681,169 - $1,309,624 = $24,371,545 x
$.00034483 = $8,404.04.
shared/domestic/clients/shearson/clients/funds/ssf/9424f-2
February 15, 1995
Smith Barney Series Fund
388 Greenwich Street
New York, New York 10013
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney 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, 1994 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, 1994.
Portfolios
Diversified Strategic Income Portfolio 1,945,230 shares
Money Market Portfolio 9,671,065 shares
Equity Income Portfolio 347,468 shares
Equity Index Portfolio 210,404 shares
Intermediate High Grade Portfolio 564,424 shares
Growth & Income Portfolio 671,652 shares
Appreciation Portfolio 932,854 shares
Emerging Growth 1,090,077 shares
Total Return Portfolio 1,921,345 shares
International Equity Portfolio 2,639,835
shares
Smith Barney Series Fund
February 15, 1995
Page Two
The undersigned is Assistant Vice President and Counsel of The Boston
Company Advisors, Inc., the Fund's sub-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/ Mark J. Duggan
Mark J. Duggan
Assistant Vice President
and Counsel
shared/domestic/clients/shearson/funds/ssf/9424f-2o
