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[LETTERHEAD OF MITCHELL HUTCHINS]
May 25, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: 1933 Act Filings
Re: Rule 24f-2 Notice for PaineWebber/Kidder, Peabody Premium Account Fund
Registration Statement No. 2-75691, Filing Fee Account No. 0000357206
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Gentlemen:
On May 7, 1982, the registration statement of Kidder, Peabody Premium Account
Fund was declared effective by the SEC. The registration statement represented
the Fund's election to register an indefinite number of shares, and this notice,
filed pursuant to Rule 24f-2, is for the fiscal year ended March 31, 1995.
The following information is furnished:
<TABLE>
<S> <C> <C> <C>
(a) Shares registered under Securities Act of 1933 other than pursuant to Section 24(f):
NONE
(b) Total number of shares sold
during the fiscal year ended
March 31, 1995 3,997,365,909 $3,997,365,909
(c) Less shares redeemed during
the fiscal year ended
March 31, 1995 4,258,741,761 4,258,741,761
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NET REDEMPTIONS (b)-(c) (261,375,852) ($ 261,375,852)
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</TABLE>
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Securities and Exchange Commission
May 25, 1995
Page 2
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The undersigned, Assistant Treasurer of PaineWebber/Kidder, Peabody Premium
Account Fund, as a Massachusetts Business Trust (the 'Trust'), does hereby
certify as follows:
1. During the fiscal year ended March 31, 1995, the Trust issued 3,997,365,909
shares of Beneficial Interest, $.01 par value, that are registered pursuant
to Rule 24F-2 under the Investment Company Act of 1940.
2. In respect of the issuance of such 3,997,365,909 shares, the Trust received
cash consideration of $3,997,365,909.
3. With respect to each share issued, the Trust received cash consideration not
less than the net asset value per share on the date issued and not less than
$.01.
4. During the fiscal year ended March 31, 1995, at no time did the Trust issue
more shares than were authorized by the Fund's charter.
In Witness whereof, I have signed my name as Assistant Treasurer of the Fund:
ANN MORAN
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Ann Moran
Assistant Treasurer
Date: May 25, 1995
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[LETTERHEAD OF MITCHELL HUTCHINS]
1933 ACT FILINGS
CALCULATION OF FEE
No fee due. The required opinion of counsel is enclosed.
Please acknowledge receipt of this letter and its enclosures by stamping and
returning to us the enclosed postal card.
Sincerely,
ANN MORAN
Ann Moran
Assistant Treasurer
Enclosures
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[LETTERHEAD OF SULLIVAN & CROMWELL]
May 26, 1995
PaineWebber/Kidder, Peabody Premium Account Fund,
60 Broad Street,
New York, New York 10004.
Dear Sirs:
You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of 1940
with respect to 3,997,365,909 shares of your common stock, $.01 par value (the
'Shares').
As your counsel, we are familiar with your organization and the validity of
shares of beneficial interest. In that connection, we have relied upon the
opinion of Bingham, Dana & Gould, dated May 27, 1992 as to all matters under the
laws of the Commonwealth of Massachusetts.
We advise you that, in our opinion, the Shares were legally and validly
issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the notice referred to above. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
SULLIVAN & CROMWELL
