As filed with the Securities and Exchange Commission on May 24, 1995
File No. 33-43089
File No. 811-6431
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
Registration Statement Under the Securities Act of 1933
Post-Effective Amendment No. 10
and/or
Registration Statement Under the Investment Company Act of 1940
Amendment No. 12
SMITH BREEDEN SERIES FUND
(Exact Name of Registrant as Specified in Charter)
100 Europa Drive, Suite 200
Chapel Hill, NC 27514
(Address of Principal Executive Office)
(919) 967-7221
(Registrant's Telephone Number, Including Area Code)
MARIANTHE S. MEWKILL
100 Europa Drive, Suite 200
Chapel Hill, NC 27514
(Name and Address of Agent for Service)
This filing shall become effective on May 24, 1995 pursuant to paragraph
(b) of Rule 485 under the Securities Act of 1933.
The Registrant elects to register a definite number of shares, shown below,
pursuant to Section 24(e) of the Investment Company Act of 1940, as amended.
TITLE OF SECURITIES BEING REGISTERED: shares of beneficial interest,
no par value, Short Duration Series
AMOUNT BEING REGISTERED:10,047,579
PROPOSED MAXIMUM OFFERING PRICE PER UNIT: 9.85*
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE: $290,000.00**
AMOUNT OF FEE: $100.00
* This number is based on the offering price of the specified series of
the Registrant on May 23, 1995.
** Calculation of the Maximum Aggregate Offering Price is made pursuant to
Rule 24e-2; the total number of shares redeemed or repurchased during the
fiscal year ended March 31, 1995 was 10,018,137; none of such redeemed or
repurchased shares have previously been used for reductions pursuant to
Rule 24e-2(a) or 24f-2(c); and the entire amount of such shares is being
used for such reduction in the amendment.
TITLE OF SECURITIES BEING REGISTERED: shares of beneficial interest,
no par value, Intermediate Duration Series
AMOUNT BEING REGISTERED: 465,316
PROPOSED MAXIMUM OFFERING PRICE PER UNIT: 10.08*
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE: $00.00**
AMOUNT OF FEE: $00.00
* This number is based on the offering price of the specified series
of the Registrant on May 23, 1995.
** Calculation of the Maximum Aggregate Offering Price is made pursuant
to Rule 24e-2; the total number of shares redeemed or repurchased during
the fiscal year ended March 31, 1995 was 465,316; none of such redeemed
or repurchased shares have previously been used for reductions pursuant
to Rule 24e-2(a) or 24f-2(c); and the entire amount of such shares is
being used for such reduction in the amendment.
The Registrant has previously registered an indefinite number of shares
of beneficial interest pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. A Rule 24f-2 Notice for Registrant's
fiscal year ended March 31, 1995 was filed on May 22, 1995.
Please Send Copy of Communications to:
MARIANTHE S. MEWKILL
Smith Breeden Associates, Inc.
100 Europa Drive, Suite 200
Chapel Hill, NC 27514
(919) 967-7221
May 15, 1995
Smith Breeden Series Fund (the "Fund")
100 Europa Drive
Suite 200
Chapel Hill, North Carolina 27314
Gentlemen:
We are furnishing this opinion in connection with Post-
Effective Amendment No. 10 to your Registration Statement on Form
N-1A under the Securities Act of 1933 (the "Registration
Statement"). You have informed us that in the Registration
Statement you intend to register 10,047,579 shares of
beneficial interest of the Smith Breeden Short Duration U.S.
Government Series and 465,316 shares of beneficial interest of
Smith Breeden Intermediate Duration U.S. Government Series
pursuant to the provisions of Rule 24e-2 under the Investment
Company Act (collectively, the "Shares"), which Shares are in
addition to your shares of beneficial interest which you have
previously offered and sold or are currently offering. You have
also informed us that you propose to offer and sell from time to
time the Shares, for cash or securities at the net asset value
per share, determined in accordance with your Bylaws.
We have examined your Agreement and Declaration of Trust, as
amended, on file in the office of the Secretary of State of The
Commonwealth of Massachusetts and a form of the underwriting
agreement between the Fund and Fund/Plan Broker Services, Inc.
certified to us by an officer of the Fund. We are familiar with
the actions taken by your Trustees to authorize the issue and
sale from time to time of your shares of beneficial interest at
not less than net asset value and have assumed that the Shares
will be issued and sold in accordance with such action. We have
also examined a copy of your By-laws and such other documents as
we have deemed necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that: (1) the
Fund is authorized to issue an unlimited number of shares of
beneficial interest of each Series, and (2) that upon the issue
and sale of any Shares for cash or securities at net asset value,
determined in accordance with your Bylaws and in accordance with
the underwriting agreement, such Shares so issued will be duly
authorized, validly issued, fully paid and non-assessable.
The Trust 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 Trust. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Trust or its
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of the particular series of
shares from and against all claims and liabilities to which any
shareholder of that series may become subject by reason of his
being or having been a shareholder and for reimbursement (out of
such series' property) of all expenses reasonably incurred by the
shareholder in connection with any such claim or liability.
Thus, the risk of shareholder liability is limited to
circumstances in which that series of shares itself would be
unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ ROPES & GRAY
Ropes & Gray
