U.S
Securitie
s
and
Exchange
Commissio
n
Washingto
n
D.C.
20549
Form 24F-
2
Annual
Notice of
Securitie
s
Sold
Pursuant
to
Rule 24f-
2
1. Smith
Breeden
Series
Fund
100
Europa
Drive
Chapel
Hill
NC
27514
2. Short
Durati
on
U.S.
Govern
ment
Fund
Interm
ediate
Durati
on
U.S.
Govern
ment
Fund
3. Invest
ment
Compan
y File
Act
No:
811
6431
Securi
ties
Act
File
No:
33
43089
4(a). The last day of fiscal year
for which this notice is filed:
March 31, 1999
4(b). Not applicable
4(c). Not applicable.
5. Calculation of Registration Fee
5(i). Aggregate sale price of securities
sold during the fiscal year pursuant to
section 24(f): $80,981,255
5(ii). Aggregate price of securities
redeemed or repurchased during the fiscal
year: $96,311,452
5(iii). Aggregate price of securities
redeemed or repurchase during any
prior fiscal year ending no earlier than
October 11. 1995 that were not previously
used to reduce registration fees payable
to the Commission: $228,885,082
5(iv). Total available redemption
credits [Add Items 5(ii) and 5(iii)]:
$325,196,534
5(v). Net sales - if Item 5(i) is
greater than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]: N/A
5(vi). Redemption credits available for
use in future years - if Item 5(i) is
less than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: $244,215,280
5(vii). Multiplier for determining
registration fee: N/A
5(viii). Registration fee due [multiply
Item 5(v) by Item f(vii)] (enter 0 if no
fee is due): $0
6. Prepaid Shares. If the response to
Item 5(i) was determined by deducting an
amount of securities that were registered
under the Securities Act of 1933 pursuant
to rule 24e-2 as in effect before October
11, 1997, then report the amount of
securities (number of share or other
units) deducted here: $14,719,796
If there is a number of shares or other
units that were registered pursuant to
rule 24e-2 remaining unsold at the end of
the fiscal year for which this form is
filed that are available for use by the
issuer in future fiscal years, then state
that number here:
$0
7. Interest due - if this Form is being
filed more than 90 days after the end of
the issuer's fiscal year: N/A
8. Total of the amount of the
registration fee plus any interest due
[line 5(viii) plus line 7]: $0
9. Date the registration fee and any
interest payment was wired to the
Commission's lockbox depository:
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
June 22, 1999
