U.S Securities and Exchange Commission
Washington D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Smith Breeden Series Fund
100 Europa Drive
Chapel Hill NC 27514
2. Short Duration U.S. Government Series
Intermediate Duration U.S. Government Series
3. Investment Company File Act No: 811-6431
Securities Act File No: 33-43089
4. The last day of fiscal year for which this notice is filed
is March 31, 1997
.
5. Not applicable
6. Not applicable.
7. The number or amount of securities of the same class or
series of the Fund which had been registered under the Securities
Act of 1933 other than pursuant to Rule 24f-2 in a prior year but
which remained unsold at the beginning of the year was:
9,896,307 shares or $99,894,916
8. The number and amount of securities of the Fund registered
during the fiscal year other than pursuant to Rule 24f-2 was:
NONE
9. The number and aggregate sales price of securities of the
Fund sold during such fiscal year was: 6,623,728 shares or
$64,811,763
10. The number and aggregate sales price of securities of the
Fund sold during such fiscal year in reliance upon registration
pursuant to Rule 24f-2 was: 6,623,728 shares or $64,811,763
11. The number and aggregate sales price of securities issued
during the fiscal year in connection with dividend reinvestment
plans, if applicable: included in item 9 above.
12. Calculation of filing fee pursuant to Rule 24f-2(c):
(i) Aggregate sales prices of securities sold pursuant
to Rule 24f-2 during the fiscal year: $64,811,763
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: Included in (i)
(iii) Aggregate price of shares redeemed or repurchased
during fiscal year: $167,087,358
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
Rule 24e-2: N/A
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on Rule 24f-2: None
(vi) Multiplier prescribed by Section 6 (b) of the Securities
Act of 1933 or other applicable law: 1/33 of 1%
(vii) Fee due: None
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in Section 3a of the Commissions
Rules of Informal Order and Other Procedures { }
Date of mailing or wire of filing fees to lockbox: N/A
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacity and on the dates
indicated.
BY: Marianthe S. Mewkill S/
Vice President & Treasurer
May 29, 1997
May 28, 1996
Smith Breeden Series Fund (the "Fund")
100 Europa Drive
Chapel Hill, North Carolina 27514
Ladies and Gentlemen:
We are furnishing this opinion in connection with the sale
during the fiscal year ended March 31, 1997 of 6,240,067 shares
of beneficial interest (the "Shares") in the aggregate of the Short
Duration U.S. Government Series and the Intermediate Duration
U.S. Government Series of the Fund pursuant to the provisions
of Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended. We understand that for purposes of determining the
registration fee for the Shares, you have taken into account 383,661
shares in the aggregate issued by such Series in connection with
dividend reinvestment, and redemptions of 17,048,083 in the aggregate
in respect of such Series.
We have examined copies of (i) your Agreement and
Declaration of Trust as on file at the office of the Secretary of
State of The Commonwealth of Massachusetts, which provides for an
unlimited number of authorized shares of beneficial interest, and
(ii) your Bylaws, which provide for the issue and sale by the
Fund of such Shares. We have also examined (i) a copy of the
notice (the "Notice") to be filed pursuant to the Rule by you
with the Securities and Exchange Commission relating to your
registration of an indefinite number of shares of beneficial
interest of the Fund pursuant to the Securities Act of 1933, as
amended, and making definite registration of the Shares pursuant
to the Rule, and (ii) a certificate of the Treasurer of the Fund
stating that all of the Shares had been recorded as issued and
that the appropriate consideration therefor as provided in your
Bylaws had been received at March 31, 1997.
We assume that appropriate action has been taken to register
or qualify the sale of the Shares under any applicable state and
federal laws regulating offerings and sales of securities, and
that the Notice will be timely filed with the Securities and
Exchange Commission.
Based on the foregoing, we are of the opinion that:
1. The Fund is a legally organized and validly existing
voluntary association with transferable shares of beneficial
interest under the laws of The Commonwealth of Massachusetts and
is authorized to issue an unlimited number of shares of
beneficial interest.
2. The Shares were validly issued, fully paid and
nonassessable by the Fund at March 31, 1997.
The Fund is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law,
shareholders of the Fund could, under certain circumstances, be
held personally liable for the obligations of the Fund. However,
the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Fund and requires that
notice of such disclaimer be given in each agreement, obligation,
or instrument entered into or executed by the Fund or its
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of the particular series of
shares for all loss and expense of any shareholder of that series
held personally liable for the obligations of that series solely
by reason of his being or having been a shareholder. Thus, the
risk of a shareholder's incurring financial loss on account of
shareholder liability is limited to circumstances in which that
series of shares itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
