U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
UBS Private Investor Funds, Inc.
6 St. James Avenue
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
UBS Private Investors Funds, Inc.
UBS U.S. Equity Fund
UBS Bond Fund
UBS International Equity Fund
3. Investment Company Act File Number: 811-07431
Securities Act File Number: 33-64401
4. Last day of fiscal year for which this notice is filed: December 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for the purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the year: 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
Series of Registrant Number Sale Price
UBS Private Investor Funds, Inc.
UBS U.S. Equity Fund 137,339 $13,752,890
UBS Bond Fund 108,567 $10,846,978
UBS International Equity Fund 304,954 $30,851,057
550,860 $55,450,925
10.Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
Series of Registrant Number Sale Price
UBS Private Investor Funds, Inc.
UBS U.S. Equity Fund 137,339 $13,752,890
UBS Bond Fund 108,567 $10,846,978
UBS International Equity Fund 304,954 $30,851,057
550,860 $55,450,925
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
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Series of Registrant Number Sale Price
UBS Private Investor Funds, Inc.
UBS U.S. Equity Fund 1,465 $156,639
UBS Bond Fund 1,278 $127,366
UBS International Equity Fund 2,281 $229,580
5,024 $513,585
12.Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10): $55,450,925
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): $513,585
(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): $13,545,249
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if applicable): $42,419,261
(vi) Divisor prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6): 3300
(vii)Fee due [line (i) or line (v) divided by line (vi)]: $12,854.32.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [ X ]
Date of mailing or wire transfer of filing fees to the Commissioner's lockbox
depository: February 28, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ JOHN R. ELDER
Treasurer
Date February 28, 1997
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February 28, 1997
UBS Private Investor Funds, Inc.
6 St. James Avenue
Boston, MA 02116
Re: RULE 24F-2 NOTICE
Ladies and Gentlemen:
We understand that UBS Private Investor Funds, Inc., a
Maryland corporation (the "Fund"), is about to file a Rule 24f-2 Notice with the
Securities and Exchange Commission pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, making definite the registration of 137,339
shares of the Fund's UBS U.S. Equity Fund Series Common Stock, par value $.001
per share, 108,567 shares of the Fund's UBS Bond Fund Series Common Stock, par
value $.001 per share and 304,954 shares of the Fund's UBS International Equity
Fund Series Common Stock, par value $.001 per share (collectively, the
"Shares"), sold pursuant to Rule 24f-2 during the Fund's fiscal year ended
December 31, 1996.
We are familiar with the Fund's Charter and Bylaws. We have
examined the Rule 24f-2 Notice and the Prospectus and Statement of Additional
Information included in the Fund's Registration Statement on Form N-1A, as
amended (the "Prospectus"), and have examined and relied upon such corporate
records of the Fund and other documents and certificates as to factual matters
as we deem necessary for the purpose of this opinion, including a certificate of
the Fund's Treasurer to the effect, among other things, that during the Fund's
fiscal year ended December 31, 1996, the outstanding shares of Common Stock of
each class did not, at any time, exceed the number of such shares of each such
class authorized in the Fund's Charter.
We have also examined and relied upon a certificate of the
Fund's Treasurer to the effect that the Fund or its authorized agent received
the authorized payment for the Shares and that the Shares were issued in
accordance with the terms described in the Prospectus. We have also assumed,
without independent verification, the genuineness of signatures on, and the
authenticity of, all documents furnished to us and the conformity of copies to
the originals.
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UBS Private Investor Funds, Inc.
February 28,1997
Page 2
Based upon the foregoing, we are of the opinion that:
1. The Fund is a duly organized and validly existing corporation
under the laws of the State of Maryland; and
2. The Shares of the Fund covered by the Rule 24f-2 Notice and
registered pursuant thereto, when issued, were validly and legally issued and
fully paid and nonassessable under the laws of the State of Maryland.
This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as the authorization and issuance
of stock. It does not extend to the securities or "Blue Sky" laws of Maryland,
to federal securities laws or to other laws.
We consent to the filing of this opinion as an exhibit to the
Fund's Rule 24f-2 Notice for the fiscal year ended December 31, 1996. In giving
this consent, we do not hereby admit that we are experts with respect to any
part of the Registration Statement within the meaning of the term "expert" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Commission issued thereunder. This opinion may not be relied upon by any
other person or for any other purpose without our prior written consent.
Very truly yours,
/s/ VENABLE, BAETJER AND HOWARD, LLP
