APPENDIX I.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
PaineWebber/Kidder, Peabody Premium Account Fund
1285 Avenue of the Americas
New York, N.Y. 10019
2. Name of each series or class of funds for which this notice is filed:
Single class of beneficial interest.
3. Investment Company Act File Number: 811-3376
Securities Act File Number: 2-75691
4. Last day of fiscal year for which this notice is filed:
February 20, 1996 (Date of cessation of operations)
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
N/A / /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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 fiscal year:
NONE
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
NONE
9. Number and aggregate sale price of securities sold during the fiscal year:
$2,226,256,068 Representing 2,226,256,068 Shares.
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
$2,226,256,068 Representing 2,226,256,068 Shares.
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):
$25,904,487 Representing 25,904,487 Shares.
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): $ 2,226,256,068
---------------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + 25,904,487
---------------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - 2,252,160,555
---------------
(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): 0
---------------
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see Instruction C.6): x
---------------
(vii) Fee due line [line (i) or line (v)
multiplied by line (vi)]: 0
===============
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
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). / /
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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/ C. William Maher
-------------------------------
Assistant Treasurer
Date 4/16/96
Please print the name and title of the signing officer below the signature.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, NY 10019
212 713-2000
212 713-4715 fax Mitchell Hutchins
PaineWebber/Kidder, Peabody Premium Account Fund
Treasurer's Certificate
The undersigned, C. William Maher, does hereby certify that he is the duly
elected, qualified and acting Vice President and Assistant Treasurer of the
PaineWebber/Kidder, Peabody Premium Account Fund, a Massachusetts Business Trust
(the "Fund"), and does hereby further certify, after review of the records of
the Fund, as follows:
1. During the period April 1, 1995 through February 20, 1996, the Fund issued
2,226,256,068 shares of beneficial interest without par value that are
registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.
2. In respect to the issuance of such 2,226,256,068 shares, the Fund received
cash consideration of $2,226,256,068.
3. With respect to each share issued, the Fund received cash consideration not
less than the net asset value per share on the date issued.
4. During the period April 1, 1995 through February 20, 1996, at no time did the
fund issue more shares than were authorized by the Fund's charter.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 16th day
of April, 1996.
/s/ C. William Maher
--------------------
C. William Maher
Vice President and Assistant Treasurer
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
125 Broad Street, New York 10004-2498
------------
250 PARK AVENUE, NEW YORK 10177-0021
1701 PENNSYLVANIA AVE, N.W., WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
April 16, 1996
PaineWebber/Kidder, Peabody Premium Account Fund,
1285 Avenue of the Americas,
New York, New York 10019.
Dear Sirs:
In connection with the proposed filing of a notice pursuant to Rule 24f-2
under the Investment Company Act of 1940 with respect to 2,226,256,068 shares
(the "Shares") of beneficial interest without par value of PaineWebber/Kidder,
Peabody Premium Account Fund, a Massachusetts business trust (the "Trust"), we,
as your counsel, have examined such trust records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
the Shares were validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the Commonwealth of
Massachusetts, and we are expressing no opinion as to the effect of the laws of
any other jurisdiction. With respect to all matters under the laws of the
Commonwealth of Massachusetts, we have relied upon the opinion dated May 27,
1992 of Bingham, Dana & Gould, and our opinion is subject to the same
assumptions with respect to such matters as are contained in such opinion of
Bingham, Dana & Gould.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Trust and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Trust's notice referred to above. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Sullivan & Cromwell
