As filed with the Securities and Exchange Commission on May
30, 1996
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. 12
and/or
Registration Statement Under the Investment Company Act of
1940
Amendment No. 14
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 30, 1996 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, Smith Breeden Series Fund
AMOUNT BEING REGISTERED:9,004,974
PROPOSED MAXIMUM OFFERING PRICE PER UNIT: $9.93*
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE: $290,000.00**
AMOUNT OF FEE: $100.00
* This number is based on the offering price of the Smith
Breeden Intermediate Duration U.S. Government Series
of the Registrant on May 29, 1996.
** 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, 1996 was
9,236,912; 261,142 of such redeemed or repurchased shares have
previously been used for reductions pursuant to
Rule 24e-2(a) or 24f-2(c); and the remaining amount of such
shares is being used for such reduction in the amendment.
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 29, 1996
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. 12 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 9,004,974 shares of
beneficial interest of the Smith Breeden Series Fund
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 of separate Series, and (2) that upon
the issue and sale of any Shares for cash or securities at the relevant
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
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> SMITH BREEDEN SHORT DURATION US GOVT SERIES
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 271818239
<INVESTMENTS-AT-VALUE> 271249685
<RECEIVABLES> 1410131
<ASSETS-OTHER> 524151
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 273183967
<PAYABLE-FOR-SECURITIES> 50014306
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1344525
<TOTAL-LIABILITIES> 51358831
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 229328831
<SHARES-COMMON-STOCK> 22769456
<SHARES-COMMON-PRIOR> 22050739
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (6435945)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1067750)
<NET-ASSETS> 221825136
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 17700782
<OTHER-INCOME> 0
<EXPENSES-NET> 2288001
<NET-INVESTMENT-INCOME> 15412781
<REALIZED-GAINS-CURRENT> 4639312
<APPREC-INCREASE-CURRENT> (8342309)
<NET-CHANGE-FROM-OPS> 11709784
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 15412781
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 269331
<NUMBER-OF-SHARES-SOLD> 9500348
<NUMBER-OF-SHARES-REDEEMED> 9167732
<SHARES-REINVESTED> 386101
<NET-CHANGE-IN-ASSETS> 3393471
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (10954167)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1717748
<INTEREST-EXPENSE> 373939
<GROSS-EXPENSE> 2652866
<AVERAGE-NET-ASSETS> 242121596
<PER-SHARE-NAV-BEGIN> 9.90
<PER-SHARE-NII> 0.621
<PER-SHARE-GAIN-APPREC> (0.148)
<PER-SHARE-DIVIDEND> 0.621
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0.012
<PER-SHARE-NAV-END> 9.74
<EXPENSE-RATIO> 0.78
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> SMITH BREEDEN INTERMEDIATE DURATION US GOVT SERIES
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 48747619
<INVESTMENTS-AT-VALUE> 48984788
<RECEIVABLES> 258274
<ASSETS-OTHER> 328463
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 49571525
<PAYABLE-FOR-SECURITIES> 12938923
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 185662
<TOTAL-LIABILITIES> 13124585
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 36286422
<SHARES-COMMON-STOCK> 3639328
<SHARES-COMMON-PRIOR> 3538283
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 98690
<ACCUMULATED-NET-GAINS> 28769
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 230439
<NET-ASSETS> 36446940
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2890334
<OTHER-INCOME> 0
<EXPENSES-NET> 520663
<NET-INVESTMENT-INCOME> 2369671
<REALIZED-GAINS-CURRENT> 1227064
<APPREC-INCREASE-CURRENT> (257447)
<NET-CHANGE-FROM-OPS> 3339288
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2358436
<DISTRIBUTIONS-OF-GAINS> 367107
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 100992
<NUMBER-OF-SHARES-REDEEMED> 69182
<SHARES-REINVESTED> 69235
<NET-CHANGE-IN-ASSETS> 1649444
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (831188)
<OVERDISTRIB-NII-PRIOR> 109925
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 256075
<INTEREST-EXPENSE> 191436
<GROSS-EXPENSE> 606027
<AVERAGE-NET-ASSETS> 36473241
<PER-SHARE-NAV-BEGIN> 9.83
<PER-SHARE-NII> 0.660
<PER-SHARE-GAIN-APPREC> 0.277
<PER-SHARE-DIVIDEND> 0.656
<PER-SHARE-DISTRIBUTIONS> 0.101
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.01
<EXPENSE-RATIO> 0.90
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
