<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
RULE 24f-2 NOTICE
FOR
UST MASTER TAX-EXEMPT FUNDS, INC.
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(Name of Registrant)
73 Tremont Street
Boston, MA 02108
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(Address of principal executive offices)
CLASS A SHARES OF COMMON STOCK, par value $.001
CLASS B SHARES OF COMMON STOCK, par value $.001
CLASS C SHARES OF COMMON STOCK, par value $.001
CLASS D SHARES OF COMMON STOCK, par value $.001
CLASS F SHARES OF COMMON STOCK, par value $.001
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(Title of securities with respect to which Notice is filed)
File No. 2-93068
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The following information is required pursuant to Rule 24f-2(b)(1):
(i). Fiscal year for which Notice is filed:
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April 1, 1994 through March 31, 1995
(ii). Number or 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 but remained unsold at the beginning of such fiscal year:
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NONE.
(iii). Amount of securities, if any, registered during such fiscal year
other than pursuant to Rule 24f-2:
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NONE.
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(iv). Number and amount of securities sold during such fiscal year: *
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<TABLE>
<CAPTION>
Number of Shares Aggregate Sales Price
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<S> <C> <C>
Class A: 3,360,809,326 $3,360,809,326
Class B: 8,364,943 $ 71,550,689
Class C: 6,904,974 $ 60,934,372
Class D: 5,744,893 $ 45,807,741
Class F: 5,191,784 $ 36,086,152
</TABLE>
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* Excludes shares issued upon reinvestment of dividends.
(v). Dollar amount of securities sold and redeemed during such fiscal year
in reliance upon registration pursuant to Rule 24f-2[(iv) minus (iii)]:*
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<TABLE>
<CAPTION>
Aggregate Sales Price Aggregate Redemption Price
---------------------- ---------------------------
<S> <C> <C>
Class A: $3,360,809,326 ($ 3,241,661,217)
Class B: $ 71,550,689 ($ 139,097,191)
Class C: $ 60,934,372 ($ 67,394,609)
Class D: $ 45,807,741 ($ 66,576,830)
Class F: $ 36,086,152 ($ 45,516,509)
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TOTALS $3,575,188,280 ($ 3,560,246,356)
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(A) (B)
</TABLE>
* Excludes shares issued upon reinvestment of dividends.
CALCULATION: During the fiscal year ended March 31, 1995, pursuant to Rule
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24f-2; the TOTAL actual aggregate sales price for which such securities were
sold was (A) $3,575,188,280 and the TOTAL actual aggregate redemption price of
securities redeemed by the Registrant was (B) $3,560,246,356. No portion of such
aggregate redemption price has been applied by Registrant pursuant to Rule 24e-
2(a) in a filing made pursuant to Section 24(e)(1) of the Investment Company Act
of 1940. Pursuant to Rule 24f-2(c), the registration fee with respect to the
securities sold is calculated as follows:
((A)$3,575,188,280 - (B)$3,560,246,356) / 2,900 = $5,152.39. Funds have been
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wired to the SEC's account at Mellon Bank.
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: May 24, 1995
UST Master Tax-Exempt Funds, Inc.
By /s/ John M. Corcoran
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John M. Corcoran
Assistant Treasurer
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Drinker Biddle & Reath
1345 Chestnut Street, Suite 1100
Philadelphia, PA 19107
(215) 988-2700
May 24, 1995
UST Master Tax-Exempt Funds, Inc.
73 Tremont Street
Boston, Massachusetts 02110
Re: Rule 24f-2 Notice for UST Master Tax-Exempt Funds,
Inc. (Registration Nos. 2-93068; 811-4101)
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Gentlemen:
We have acted as counsel for UST Master Tax-Exempt Funds, Inc., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, of shares of the Company's Class A
Common Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock
and Class F Common Stock made definite in number by the Company's May 24, 1995
Rule 24f-2 Notice accompanying this opinion (collectively, the "Shares").
In giving the opinion below, we have reviewed the Company's Charter,
its Bylaws, resolutions adopted by its Board of Directors and such other
documents and legal and factual matters as we have deemed appropriate; and we
have relied upon a certificate of the Company's transfer agent and sub-transfer
agent as to certain matters, including whether at any time during the Company's
fiscal year ended March 31, 1995 the number of issued and outstanding shares of
any class or series of the Company's Common Stock exceeded the number of such
shares that the Company was then authorized to issue. We express no opinion
concerning the laws of any jurisdiction other than the Maryland General
Corporation Law and the Federal law of the United States of America.
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UST Master Tax-Exempt Funds, Inc.
May 24, 1995
Page 2
Based on the foregoing, we are of the opinion that the Shares were,
when issued for payment as described in the Company's prospectuses pertaining to
said Shares, legally issued, fully paid and non-assessable by the Company.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as part of the Company's Rule 24f-2 Notice.
Very truly yours,
/s/
DRINKER BIDDLE & REATH
