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 Trust
100 Europa Drive
Chapel Hill NC 27514
2. U.S. Equity
Market Plus Fund
3. Investment Company
File Act No: 811-6520
Securities Act File
No: 33-44909
4(a). The last day of fiscal year for
which this notice is filed:
March 31, 2000
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): $133,124,293
5(ii). Aggregate price of
securities redeemed or
repurchased during the
fiscal year: $116,910,676
5(iii). Aggregate price of
securities redeemed or
repurchased 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: $0
5(iv). Total available
redemption credits [Add
Items 5(ii) and 5(iii)]:
$116,910,676
5(v). Net sales - if
Item 5(i) is greater than Item
5(iv) [subtract Item 5(iv) from
Item 5(i)]: $16,213,617
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)]:
N/A
5(vii). Multiplier for
determining registration fee:
.000295
5(viii). Registration fee
due [multiply Item 5(v) by
Item f(vii)] (enter 0 if no
fee is due): $4,783.02
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: N/A
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: N/A
7. Interest due - if this
Form is being filed more than
90 days after the end of the
issuer's fiscal year: $11.79
8. Total of the amount of the
registration fee plus any
interest due [line 5(viii)
plus line 7]: $4,794.81
9. Date the registration fee
and any interest payment was
wired to the Commission's
lockbox depository: 6/14/00
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
July 17, 2000
