<PAGE>
As filed with the Securities and Exchange Commission on September 20,
1996.
1933 Act: Registration No. 33-2524
1940 Act: Registration No. 811-4448
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 30 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 23
(Check appropriate box or boxes.)
PAINEWEBBER MASTER SERIES, INC.
(Exact name of registrant as specified in charter)
1285 Avenue of the Americas
New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 713-2000
DIANNE E. O'DONNELL, Esq.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
(Name and address of agent for service)
Copies to:
ELINOR W. GAMMON, Esq.
BRUCE MCDOUGAL, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.; Second Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
It is proposed that this filing will become effective:
[ X ] Immediately upon filing pursuant to Rule 485(b)
[ ] On _________________ pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485 (a)(i)
[ ] On _________________ pursuant to Rule 485 (a)(i)
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
[ ] On _________________ pursuant to Rule 485(a)(ii)
<PAGE>
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and expects to file the notice required by
such Rule for its most recent fiscal year on or before October 30, 1996.
<PAGE>
PaineWebber Master Series, Inc.
Contents of Registration Statement
This registration statement consists of the following papers and
documents:
Cover Sheet
Contents of Registration Statement
Cross Reference Sheets
PaineWebber Balanced Fund - Class A, B and C Shares
-------------------------
Part A - Prospectus*
Part B - Statement of Additional Information*
PaineWebber Balanced Fund - Class Y Shares
-------------------------
Part A - Prospectus*
Part B - Statement of Additional Information*
PaineWebber Money Market Fund - Class A, B and C Shares
-----------------------------
Part A - Prospectus*
Part B - Statement of Additional Information*
Part C - Other Information
Signature Page
Exhibits
* Previously filed in Post-Effective Amendment No. 28 to the
Registrant's registration statement, SEC File No. 33-2524, on
July 1, 1996.
<PAGE>
<TABLE>
<CAPTION>
PaineWebber Master Series, Inc.
Class A, B, and C Shares of:
PaineWebber Balanced Fund
Form N-1A Cross Reference Sheet
<S> <C> <C>
Part A Item No.
and Caption Prospectus Caption
--------------- ------------------
1. Cover Page............. Cover Page
The Funds at a Glance; Expense Table
2. Synopsis...............
3. Condensed Financial
Information............ Financial Highlights
4. General Description of The Funds at a Glance; Investment Objective
Registrant............. and Policies; Investment Philosophy and
Process; General Information
Management; General Information
5. Management of the Fund..
6. Capital Stock and Cover Page; Flexible Pricing; Dividends and
Other Securities........ Taxes; General Information
7. Purchase of Securities Flexible Pricing; How to Buy Shares; How to
Being Offered........... Exchange Shares; Other Services; Determining
the Shares' Net Asset Value
8. Redemption or How to Sell Shares; Other Services
Repurchase..............
9. Pending Legal
Proceedings............. Not Applicable
Part B Item No. Statement of Additional
and Caption Information Caption
--------------- -----------------------
10. Cover Page............. Cover Page
11. Table of Contents...... Table of Contents
12. General Information
and History............. Other Information
<PAGE>
Investment Policies and Restrictions;
13. Investment Objective and Portfolio Transactions
Policies................
14. Management of the Fund.. Directors, Trustees and Officers; Compensation
Table
15. Control Persons and
Principal Holders of Directors, Trustees and Officers
Securities..............
16. Investment Advisory and Investment Advisory and
Other Services.......... Distribution Arrangements
17. Brokerage Allocation.... Portfolio Transactions
18. Capital Stock and Other Conversion of Class B Shares; Other
Securities.............. Information
19. Purchase, Redemption Reduced Sales Charges, Additional Exchange and
and Pricing of Securi-
ties Being Offered...... Redemption Information and Other Services;
Valuation of Shares
20. Tax Status.............. Taxes
21. Underwriters............ Investment Advisory and Distribution
Arrangements
22. Calculation of Performance Data.........
Performance Information
23. Financial Statements..... Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PaineWebber Master Series, Inc.
Class Y Shares of:
PaineWebber Balanced Fund
Form N-1A Cross Reference Sheet
<S> <C> <C>
Part A Item No.
and Caption Prospectus Caption
--------------- ------------------
1. Cover Page............. Cover Page
The Funds at a Glance; Expense Table
2. Synopsis...............
3. Condensed Financial
Information............ Financial Highlights
4. General Description of The Funds at a Glance; Investment Objective
Registrant............. and Policies; Investment Philosophy and
Process; General Information
Management; General Information
5. Management of the Fund..
6. Capital Stock and Cover Page; Dividends and Taxes; General
Other Securities........ Information
7. Purchase of Securities How to Buy Shares; Determining the Shares' Net
Being Offered........... Asset Value
8. Redemption or How to Sell Shares; Other Services
Repurchase..............
9. Pending Legal
Proceedings............. Not Applicable
Part B Item No. Statement of Additional
and Caption Information Caption
--------------- -----------------------
10. Cover Page............. Cover Page
11. Table of Contents...... Table of Contents
12. General Information
and History............. Other Information
Investment Policies and Restrictions;
13. Investment Objective and Portfolio Transactions
Policies................
<PAGE>
14. Management of the Fund.. Directors, Trustees and Officers; Compensation
Table
15. Control Persons and
Principal Holders of Directors, Trustees and Officers
Securities..............
16. Investment Advisory and Investment Advisory and
Other Services.......... Distribution Arrangements
17. Brokerage Allocation.... Portfolio Transactions
18. Capital Stock and Other
Securities.............. Other Information
19. Purchase, Redemption
and Pricing of Securities Being
Offered............ Valuation of Shares
20. Tax Status.............. Taxes
21. Underwriters............ Investment Advisory and Distribution
Arrangements
22. Calculation of Performance Data.........
Performance Information
23. Financial Statements..... Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PaineWebber Master Series, Inc.
Class A, B and C Shares of:
PaineWebber Money Market Fund
Form N-1A Cross Reference Sheet
<S> <C> <C>
Part A Item No. and Caption Prospectus Caption
--------------------------- ------------------
1. Cover Page . . . . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . . . . Prospectus Summary
3. Condensed Financial Information . . . . . . . Financial Highlights; Performance Information
4. General Description of Registrant . . . . . . Prospectus Summary; Investment Objectives and
Policies; General Information
5. Management of the Fund . . . . . . . . . . . . Management; General Information
6. Capital Stock and Other Securities . . . . . . Cover Page; Conversion of Class B Shares; Dividends
and Taxes; General Information
7. Purchases of Securities Being Offered . . . . Investing in the Fund
8. Redemption or Repurchase . . . . . . . . . . . Investing in the Fund
9. Pending Legal Proceedings . . . . . . . . . . Not Applicable
Part B Item No. and Caption Statement of Additional Information Caption
--------------------------- -------------------------------------------
10. Cover page . . . . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . . . Other Information
13. Investment Objective and Policies . . . . . . Investment Policies and Restrictions; Hedging
Strategies; Portfolio Transactions
14. Management of the Fund . . . . . . . . . . . . Directors and Officers
<PAGE>
15. Control Persons and Principal Holders of
Securities . . . . . . . . . . . . . . . . . .
Directors and Officers
16. Investment Advisory and Other Services . . . . Investment Advisory and Distribution Arrangements;
Other Information
17. Brokerage Allocation . . . . . . . . . . . . . Portfolio Transactions
18. Capital Stock and Other Securities . . . . . . Conversion of Class B Shares; Other Information
19. Purchase, Redemption and Pricing of Securities
Being Offered . . . . . . . . . . . . . . . . Additional Exchange and Redemption Information;
Reduced Sales Charges; Valuation of Shares
20. Tax Status . . . . . . . . . . . . . . . . . . Taxes
21. Underwriters . . . . . . . . . . . . . . . . . Investment Advisory and Distribution Arrangements
22. Calculation of Performance Data . . . . . . . Performance Information
23. Financial Statements . . . . . . . . . . . . . Financial Statements
</TABLE>
<PAGE>
PART C. OTHER INFORMATION
--------------------------
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements: (previously filed)
PaineWebber Balanced Fund
-------------------------
Included in part A of this Registration Statement:
Financial Highlights for one Class A share of the Fund for each
of the four years in the period ended February 29, 1996 and for
the period July 1, 1991 (commencement of offering) through
February 29, 1992.
Financial Highlights for one Class B share of the Fund for each
of the nine years in the period ended February 29, 1996 and for
the period December 12, 1986 (commencement of operations) through
February 28, 1987.
Financial Highlights for one Class C share of the Fund for each
of the three years in the period ended February 29, 1996 and for
the period July 2, 1992 (commencement of offering) through
February 28, 1993.
Included in part B of this Registration Statement through incorporation by
reference from the Annual Report to Shareholders filed with the Securities
and Exchange Commission through EDGAR on May 6, 1996, Accession No.
0000950130-96-001528:
Portfolio of Investments at February 29, 1996.
Statement of Assets and Liabilities at February 29, 1996.
Statement of Operations for the year ended February 29, 1996.
Statement of Changes in Net Assets for each of the two years in
the period ended February 29, 1996.
Notes to Financial Statements.
Financial Highlights for one Class A share of the Fund for each
of the four years in the period ended February 29, 1996 and for
the period July 1, 1991 (commencement of offering) through
February 29, 1992.
Financial Highlights for one Class B share of the Fund for each
of the five years in the period ended February 29, 1996.
C - 1
<PAGE>
Financial Highlights for one Class C share of the Fund for each
of the three years in the period ended February 29, 1996 and for
the period July 2, 1992 (commencement of offering) through
February 28, 1993.
Report of Independent Accountants dated April 15, 1996.
PaineWebber Money Market Fund
-----------------------------
Included in part A of this Registration Statement:
Financial Highlights for one Class A share of the Fund for each
of the four years in the period ended February 29, 1996 and for
the period July 1, 1991 (commencement of offering) through
February 29, 1992.
Financial Highlights for one Class B share of the Fund for each
of the nine years in the period ended February 29, 1996 and for
the period September 26, 1986 (commencement of operations)
through February 28, 1987.
Financial Highlights for one Class C share of PaineWebber Money
Market Fund for each of the three years in the period ended
February 29, 1996 and for the period July 14, 1992 (commencement
of offering) through February 28, 1993.
Included in part B of this Registration Statement through incorporation by
reference from the Annual Report to Shareholders filed with the Securities
and Exchange Commission through EDGAR on April 29, 1996, Accession No.
0000780403-96-000001:
Statement of Net Assets at February 29, 1996.
Statement of Operations for the year ended February 29, 1996.
Statement of Changes in Net Assets for each of the two years in
the period ended February 29, 1996.
Notes to Financial Statements.
Financial Highlights for one Class A share of the Fund for each
of the four years in the period ended February 29, 1996 and for
the period July 1, 1991 (commencement of offering) to February
29, 1992.
Financial Highlights for one Class B share of the Fund for each
of the five years in the period ended February 29, 1996.
Financial Highlights for one Class C share of the Fund for each
of the three years in the period ended February 29, 1996 and for
C - 2
<PAGE>
the period July 14, 1992 (commencement of offering) to February
28, 1993.
Report of Independent Accountants dated April 15, 1996.
(b) Exhibits:
(1) (a) Amended and Restated Articles of
Incorporation effective July 1, 1991 5/
(b) Articles of Amendment effective July 24,
1995 13/
(c) Articles of Amendment effective November
9, 1995 13/
(d) Articles Supplementary effective
November 20, 1995 13/
(e) Articles Supplementary effective June
26, 1996 13/
(2) (a) Amended By-Laws 1/
(b) Certificate of Amendment dated September
24, 1994 to By-Laws 11/
(3) Voting trust agreement - none
(4) Instruments defining the rights of holders of the
Registrant's common stock 12/
(5) Investment Advisory and Administration Contract2/
(6) (a) Distribution Contract with respect to
Class A shares 10/
(b) Distribution Contract with respect to
Class B shares 10/
(c) Distribution Contract with respect to
Class C shares 13/
(d) Distribution Contract with respect to
Class Y shares 13/
(e) Exclusive Dealer Agreement with respect
to Class A shares 10/
(f) Exclusive Dealer Agreement with respect
to Class B shares 10/
(g) Exclusive Dealer Agreement with respect
to Class C shares 13/
(h) Exclusive Dealer Agreement with respect
to Class Y shares 13/
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 3/
(9) (a) Transfer Agency Agreement 4/
(b) Service Contract 3/
(10) (a) Opinion and consent of Kirkpatrick &
Lockhart LLP, counsel to the Registrant
with respect to Class A and Class B
Shares 5/
C - 3
<PAGE>
(b) Opinion and consent of Kirkpatrick &
Lockhart LLP, counsel to the Registrant
with respect to Class C Shares 7/
(c) Opinion and consent of Kirkpatrick &
Lockhart LLP, counsel to the Registrant
with respect to Class Y Shares of
PaineWebber Balanced Fund 13/
(11) Other opinions, appraisals, rulings and consents:
Accountant's Consent (previously filed)
(12) Financial statements omitted from prospectus -
none
(13) Letter of investment intent 1/
(14) Prototype Retirement Plan 6/
(15) (a) Plan of Distribution pursuant to Rule
12b-1 with respect to Class A Shares 7/
(b) Plan of Distribution pursuant to Rule
12b-1 with respect to Class B Shares 7/
(c) Plan of Distribution pursuant to Rule
12b-1 with respect to Class C Shares 8/
(16) (a) Schedule for Computation of Performance
Quotations with respect to Class B
Shares 5/
(b) Schedule for Computation of Performance
Quotations with respect to Class A
Shares 7/
(c) Schedule for Computation of Performance
Quotations with respect to Class C
Shares 9/
(17) and
(27) Financial Data Schedule (previously filed)
(18) Plan pursuant to Rule 18f-3 (filed herewith)
____________________
1/ Incorporated by reference from Pre-Effective Amendment No. 2 to
the registration statement, SEC File No. 33-2524, filed March 11,
1986.
2/ Incorporated by reference from Post-Effective Amendment No. 8 to
the registration statement, SEC File No. 33-2524, filed April 28,
1989.
3/ Incorporated by reference from Post-Effective Amendment No. 11 to
the registration statement, SEC File No. 33-2524, filed June 29,
1990.
C - 4
<PAGE>
4/ Incorporated by reference from Post-Effective Amendment No. 13 to
the registration statement, SEC File No. 33-2524, filed May 3,
1991.
5/ Incorporated by reference from Post-Effective Amendment No. 14 to
the registration statement, SEC File No. 33-2524, filed June 27,
1991.
6/ Incorporated by reference from Post-Effective Amendment No. 20 to
the registration statement of PaineWebber Managed Investments
Trust, SEC File No. 2-91362, filed April 1, 1992.
7/ Incorporated by reference from Post-Effective Amendment No. 16 to
the registration statement, SEC File No. 33-2524, filed May 1,
1992.
8/ Incorporated by reference from Post-Effective Amendment No. 18 to
the registration statement, SEC File No. 33-2524, filed April 30,
1993.
9/ Incorporated by reference from Post-Effective Amendment No. 19 to
the registration statement, SEC File No. 33-2524, filed July 1,
1993.
10/ Incorporated by reference from Post-Effective Amendment No. 21 to
the registration statement, SEC File No. 33-2524, filed July 1,
1994.
11/ Incorporated by reference from Post-Effective Amendment No. 24 to
the registration statement, SEC File No. 33-2524, filed June 27,
1995.
12/ Incorporated by reference from Articles Sixth, Seventh, Eighth,
Eleventh and Twelfth of the Registrant's Articles of
Incorporation and from Articles II, VIII, X, XI and XII of the
Registrant's By-Laws, as amended September 28, 1994.
13/ Incorporated by reference from Post-Effective Amendment No. 28 to
the registration statement, SEC File No. 33-2524, filed July 1,
1996.
Item 25. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------
None.
Item 26. Number of Holders of Securities
-------------------------------
C - 5
<PAGE>
Number of Record Shareholders
Title of Class as of August 30, 1996
-------------- -----------------------------
Shares of common stock
($.001 par value)
PaineWebber Balanced Fund
- Class A shares 13,096
- Class B shares 2,379
- Class C Shares 605
- Class Y Shares 0
PaineWebber Money Market Fund
- Class A shares 1,454
- Class B shares 1,568
- Class C shares 327
Item 27. Indemnification
---------------
Article Eleventh of the Amended and Restated Articles of Incorporation
provides that the directors and officers of the Registrant shall not be
liable to the Registrant or to any of its stockholders for monetary
damages to the maximum extent permitted by applicable law. Article
Eleventh also provides that any repeal or modification of Article Eleventh
or adoption, or modification of any other provision of the Articles or By-
Laws inconsistent with Article Eleventh shall not adversely affect any
limitation of liability of any director or officer of the Registrant with
respect to any act or failure to act which occurred prior to such repeal,
modification or adoption.
Article Eleventh of the Amended and Restated Articles of Incorporation and
Section 10.01 of Article X of the By-Laws provide that the Registrant
shall indemnify and advance expenses to its present and past directors,
officers, employees and agents, and any persons who are serving or have
served at the request of the Registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, or
enterprise, to the fullest extent permitted by law.
Section 10.02 of Article X of the By-Laws further provides that the
Registrant may purchase and maintain insurance on behalf of any person who
is or was a director, officer or employee of the Registrant, or is or was
serving at the request of the Registrant as a director, officer or
employee of a corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or out of his or her
status as such whether or not the Registrant would have the power to
indemnify him or her against such liability.
C - 6
<PAGE>
Section 9 of the Investment Advisory and Administration Contract provides
that Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins") shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by Registrant in connection with the matters to which the
Contract relates except for a loss resulting from willful misfeasance, bad
faith or gross negligence of Mitchell Hutchins in the performance of its
duties or from its reckless disregard of its obligations and duties under
the Contract. Section 9 further provides that any person, even though
also an officer, partner, employee or agent of Mitchell Hutchins, who may
be or become an officer, director, employee or agent of Registrant shall
be deemed, when rendering services to the Registrant or acting with
respect to any business of the Registrant, to be rendering such service to
or acting solely for the Registrant and not as an officer, partner,
employee, or agent or one under the control or direction of Mitchell
Hutchins even though paid by it.
Section 9 of each Distribution Contract provides that the Registrant will
indemnify Mitchell Hutchins and its officers, directors or controlling
persons against all liabilities arising from any alleged untrue statement
of material fact in the Registration Statement or from alleged omission to
state in the Registration Statement a material fact required to be stated
in it or necessary to make the statements in it, in light of the
circumstances under which they were made, not misleading, except insofar
as liability arises from untrue statements or omissions made in reliance
upon and in conformity with information furnished by Mitchell Hutchins to
the Registrant for use in the Registration Statement; and provided that
this indemnity agreement shall not protect any such persons against
liabilities arising by reason of their bad faith, gross negligence or
willful misfeasance; and shall not inure to the benefit of any such
persons unless a court of competent jurisdiction or controlling precedent
determines that such result is not against public policy as expressed in
the Securities Act of 1933. Section 9 of each Distribution Contract also
provides that Mitchell Hutchins agrees to indemnify, defend and hold the
Registrant, its officers and directors free and harmless of any claims
arising out of any alleged untrue statement or any alleged omission of
material fact contained in information furnished by Mitchell Hutchins for
use in the Registration Statement or arising out of an agreement between
Mitchell Hutchins and any retail dealer, or arising out of supplementary
literature or advertising used by Mitchell Hutchins in connection with
each Distribution Contract.
Section 9 of each Exclusive Dealer Agreement contains provisions similar
to Section 9 of each Distribution Contract, with respect to PaineWebber
Incorporated ("PaineWebber").
Section 7 of the Service Contract provides that PaineWebber shall be
indemnified and held harmless by the Registrant against all liabilities,
except those arising out of bad faith, gross negligence, willful
misfeasance or reckless disregard of its duties under the Service
Contract.
C - 7
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be provided to directors, officers and
controlling persons of the Registrant, pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
connection with the successful defense of any action, suit or proceeding
or payment pursuant to any insurance policy) is asserted against the
Registrant by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
Mitchell Hutchins, a Delaware corporation, is a registered investment
adviser and is a wholly owned subsidiary of PaineWebber which is, in turn,
a wholly owned subsidiary of Paine Webber Group Inc. Mitchell Hutchins is
primarily engaged in the investment advisory business. Information as to
the officers and directors of Mitchell Hutchins is included in its Form
ADV, as filed with the Securities and Exchange Commission (registration
number 801-13219) and is incorporated herein by reference.
Item 29. Principal Underwriters
----------------------
a) Mitchell Hutchins serves as principal underwriter and/or
investment adviser for the following investment
companies:
ALL-AMERICAN TERM TRUST INC.
GLOBAL HIGH INCOME DOLLAR FUND INC.
GLOBAL SMALL CAP FUND INC.
INSURED MUNICIPAL INCOME FUND INC.
INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
MANAGED HIGH YIELD FUND INC.
PAINEWEBBER AMERICA FUND
PAINEWEBBER FINANCIAL SERVICES GROWTH FUND INC.
PAINEWEBBER INVESTMENT SERIES
PAINEWEBBER INVESTMENT TRUST
PAINEWEBBER INVESTMENT TRUST II
PAINEWEBBER MANAGED ASSETS TRUST
PAINEWEBBER MANAGED INVESTMENTS TRUST
PAINEWEBBER MASTER SERIES, INC.
C - 8
<PAGE>
PAINEWEBBER MUNICIPAL SERIES
PAINEWEBBER MUTUAL FUND TRUST
PAINEWEBBER OLYMPUS FUND
PAINEWEBBER SECURITIES TRUST
PAINEWEBBER SERIES TRUST
STRATEGIC GLOBAL INCOME FUND, INC.
TRIPLE A AND GOVERNMENT SERIES - 1997, INC.
2002 TARGET TERM TRUST INC.
b) Mitchell Hutchins is the principal underwriter for the
Registrant. PaineWebber acts as exclusive dealer for the
shares of the Registrant. The directors and officers of
Mitchell Hutchins, their principal business addresses,
and their positions and offices with Mitchell Hutchins
are identified in its Form ADV, as filed with the
Securities and Exchange Commission (registration number
801-13219). The directors and officers of PaineWebber,
their principal business addresses, and their positions
and offices with PaineWebber are identified in its Form
ADV, as filed with the Securities and Exchange
Commission (registration number 801-7163). The
foregoing information is hereby incorporated herein by
reference. The information set forth below is furnished
for those directors and officers of Mitchell Hutchins or
PaineWebber who also serve as directors or officers of
the Registrant:
C - 9
<PAGE>
<TABLE>
<CAPTION>
Position and Offices With
Name and Principal Position With Underwriter or
Business Address Registrant Exclusive Dealer
------------------ ------------- ----------------
<S> <C> <C>
Margo N. Alexander Director and President President, Chief Executive
1285 Avenue of the Americas Officer and a Director of
New York, New York 10019 Mitchell Hutchins; Executive
Vice President and Director of
PaineWebber
Mary C. Farrell Director Managing Director, Senior
1285 Avenue of the Americas Investment Strategist and
New York, New York 10019 Member of the Investment Policy
Committee of PaineWebber
T. Kirkham Barneby Vice President Managing Director and Chief
1285 Avenue of the Americas Investment Officer -
New York, New York 10019 Quantitative Investments of
Mitchell Hutchins
Teresa M. Boyle Vice President First Vice President and
1285 Avenue of the Americas Manager - Advisory
New York, New York 10019 Administration of Mitchell
Hutchins
C. William Maher Vice President First Vice President and a
1285 Avenue of the Americas and Assistant Senior Manager of the Mutual
New York, New York 10019 Treasurer Fund Finance Division
of Mitchell Hutchins
Dennis McCauley Vice President Managing Director and Chief
1285 Avenue of the Americas Investment Officer - Fixed
New York, New York 10019 Income of Mitchell Hutchins
Susan Messina Vice President Senior Vice President of
1285 Avenue of the Americas Mitchell Hutchins
New York, New York 10019
C - 10
<PAGE>
Position and Offices With
Name and Principal Position With Underwriter or
Business Address Registrant Exclusive Dealer
------------------ ------------- ----------------
Ann E. Moran Vice President Vice President of Mitchell
1285 Avenue of the Americas and Assistant Treasurer Hutchins
New York, New York 10019
Dianne E. O'Donnell Vice President Senior Vice President and
1285 Avenue of the Americas and Secretary Deputy General Counsel of
New York, New York 10019 Mitchell Hutchins
Victoria E. Schonfeld Vice President Managing Director and General
1285 Avenue of the Americas Counsel of Mitchell Hutchins
New York, New York 10019
Paul H. Schubert Vice President First Vice President and a
1285 Avenue of the Americas and Assistant Senior Manager of the Mutual
New York, New York 10019 Treasurer Fund Finance Division of
Mitchell Hutchins
Nirmal Singh Vice President First Vice President and a
1285 Avenue of the Americas Portfolio Manager at Mitchell
New York, New York 10019 Hutchins
Julian F. Sluyters Vice President and Senior Vice President and
1285 Avenue of the Americas Treasurer Director of Mutual Fund Finance
New York, New York 10019 Division of Mitchell Hutchins
Mark A. Tincher Vice President Managing Director and Chief
1285 Avenue of the Americas Investment Officer - U.S.
New York, New York 10019 Equity Investments of Mitchell
Hutchins
Craig Varrelman Vice President First Vice President and a
1285 Avenue of the Americas Portfolio Manager of Mitchell
New York, New York 10019 Hutchins
C - 11
<PAGE>
Position and Offices With
Name and Principal Position With Underwriter or
Business Address Registrant Exclusive Dealer
------------------ ------------- ----------------
Keith A. Weller Vice President First Vice President and
1285 Avenue of the Americas and Assistant Associate General Counsel of
New York, New York 10019 Secretary Mitchell Hutchins
</TABLE>
C) None
C - 12
<PAGE>
Item 30. Location of Accounts and Records
--------------------------------
The books and other documents required by paragraphs (b)(4), (c) and (d)
of Rule 31a-1 under the Investment Company Act of 1940 are maintained in
the physical possession of Mitchell Hutchins, 1285 Avenue of the Americas,
New York, New York 10019. All other accounts, books and documents
required by Rule 31a-1 are maintained in the physical possession of
Registrant's transfer agent and custodian.
Item 31. Management Services
-------------------
Not applicable.
Item 32. Undertakings
------------
Registrant hereby undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
C - 13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant hereby certifies that
it meets all the requirements for effectiveness of this Post-Effective
Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York and State of New York, on the 18th day of
September, 1996.
PAINEWEBBER MASTER SERIES, INC.
By: /s/ Dianne E. O'Donnell
---------------------------------
Dianne E. O'Donnell
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Margo N. Alexander President and Director September 18, 1996
----------------------------- (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Director and Chairman September 18, 1996
----------------------------- of the Board of Directors
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Director September 18, 1996
-----------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Director September 18, 1996
-----------------------------
Richard R. Burt *
/s/ Mary C. Farrell Director September 18, 1996
-----------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Director September 18, 1996
-----------------------------
Meyer Feldberg *
/s/ George W. Gowen Director September 18, 1996
-----------------------------
George W. Gowen *
<PAGE>
/s/ Frederic V. Malek Director September 18, 1996
-----------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Director September 18, 1996
-----------------------------
Carl W. Schafer *
/s/ John R. Torell III Director September 18, 1996
-----------------------------
John R. Torell III *
/s/ Julian F. Sluyters Vice President and Treasurer September 18, 1996
----------------------------- (Chief Financial and Accounting
Julian F. Sluyters Officer)
</TABLE>
* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 21, 1996 and incorporated by reference from
Post-Effective Amendment No. 25 of PaineWebber RMA Tax-Free Fund,
Inc., SEC File No. 2-78310, filed June 27, 1996.
<PAGE>
PAINEWEBBER MASTER SERIES, INC.
EXHIBIT INDEX
-------------
Exhibit
(1) (a) Amended and Restated Articles of Incorporation
effective July 1, 1991 5/
(b) Articles of Amendment effective July 24, 1995 13/
(c) Articles of Amendment effective November 9, 1995 13/
(d) Articles Supplementary effective November 20, 1995 13/
(e) Articles Supplementary effective June 26, 1996 13/
(2) (a) Amended By-Laws 1/
(b) Certificate of Amendment dated September 24, 1994 to By-
Laws 11/
(3) Voting trust agreement - none
(4) Instruments defining the rights of holders of the Registrant's
common stock 12/
(5) Investment Advisory and Administration Contract 2/
(6) (a) Distribution Contract with respect to Class A
Shares 10/
(b) Distribution Contract with respect to Class B
Shares 10/
(c) Distribution Contract with respect to Class C
Shares 13/
(d) Distribution Contract with respect to Class Y
Shares 13/
(e) Exclusive Dealer Agreement with respect to Class
A Share 10/
(f) Exclusive Dealer Agreement with respect to Class
B Shares 10/
(g) Exclusive Dealer Agreement with respect to Class
C Shares 13/
(h) Exclusive Dealer Agreement with respect to Class
Y Shares 13/
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 3/
(9) (a) Transfer Agency Agreement 4/
(b) Service Contract 3/
(10) (a) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class A and B Shares 5/
(b) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class C Shares 7/
(c) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class Y Shares of PaineWebber Balanced Fund 13/
(11) Other opinions, appraisals, rulings and consents:
Accountant's Consent (previously filed)
(12) Financial Statements omitted from prospectus - none
(13) Letter of investment intent 1/
(14) Prototype Retirement Plan 6/
<PAGE>
(15) (a) Plan of Distribution pursuant to Rule 12b-1 with
respect to Class A Shares 7/
(b) Plan of Distribution pursuant to Rule 12b-1 with
respect to Class B Shares 7/
(c) Plan of Distribution pursuant to Rule 12b-1 with
respect to Class C Shares 8/
(16) (a) Schedule for Computation of Performance
Quotations with respect to Class B Shares 5/
(b) Schedule for Computation of Performance
Quotations with respect to Class A Shares 7/
(c) Schedule for Computation of Performance
Quotations with respect to Class C Shares 9/
(17) and
(27) Financial Data Schedule (previously filed)
(18) Plan pursuant to Rule 18f-3 (filed herewith)
_______________
1/ Incorporated by reference from Pre-Effective Amendment No. 2 to
the registration statement, SEC File No. 33-2524, filed March 11,
1986.
2/ Incorporated by reference from Post-Effective Amendment No. 8 to
the registration statement, SEC File No. 33-2524, filed April 28,
1989.
3/ Incorporated by reference from Post-Effective Amendment No. 11 to
the registration statement, SEC File No. 33-2524, filed June 29,
1990.
4/ Incorporated by reference from Post-Effective Amendment No. 13 to
the registration statement, SEC File No. 33-2524, filed May 3,
1991.
5/ Incorporated by reference from Post-Effective Amendment No. 14 to
the registration statement, SEC File No. 33-2524, filed June 27,
1991.
6/ Incorporated by reference from Post-Effective Amendment No. 20 to
the registration statement of PaineWebber Managed Investments
Trust, SEC File No. 2-91362, filed April 1, 1992.
7/ Incorporated by reference from Post-Effective Amendment No. 16 to
the registration statement, SEC File No. 33-2524, filed May 1,
1992.
8/ Incorporated by reference from Post-Effective Amendment No. 18 to
the registration statement, SEC File No. 33-2524, filed April 30,
1993.
9/ Incorporated by reference from Post-Effective Amendment No. 19
to the registration statement, SEC File No. 33-2524, filed July
1, 1993.
<PAGE>
10/ Incorporated by reference from Post-Effective Amendment No. 21 to
the registration statement, SEC File No. 33-2524, filed July 1,
1994.
11/ Incorporated by reference from Post-Effective Amendment No. 24 to
the registration statement, SEC File No. 33-2524, filed June 27,
1995.
12/ Incorporated by reference from Articles Sixth, Seventh, Eighth,
Eleventh and Twelfth of the Registrant's Articles of
Incorporation and from Articles II, VIII, X, XI and XII of the
Registrant's By-Laws, as amended September 28, 1994.
13/ Incorporated by reference from Post-Effective Amendment No. 28 to
the registration statement, SEC File No. 33-2524, filed July 1,
1995.
<PAGE>
<PAGE>
EXHIBIT 18
PAINEWEBBER MASTER SERIES, INC.
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
PaineWebber Master Series, Inc. hereby adopts this amended and
restated Multiple Class Plan pursuant to Rule 18f-3 under the Investment
Company Act of 1940, as amended ("1940 Act") on behalf of its current
operating series, PaineWebber Balanced Fund and PaineWebber Money Market
Fund, and any series that may be established in the future (referred to
hereinafter collectively as the "Funds" and individually as a "Fund").
A. GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED:
-----------------------------------------------
1. Class A Shares. Class A shares of each Fund are sold
to the general public subject to an initial sales charge. The initial
sales charge for each Fund is waived for certain eligible purchasers and
reduced or waived for certain large volume purchases.
The maximum sales charge is 4% of the public offering price for
Class A shares of any other Fund that invests primarily in debt
securities.
The maximum sales charge is 4.5% of the public offering price for
Class A shares of a Fund that invests primarily in equity securities or a
combination of equity and debt securities.
Class A shares of each Fund are subject to an annual service fee
of .25% of the average daily net assets of the Class A shares of each Fund
paid pursuant to a plan of distribution adopted pursuant to Rule 12b-1
under the 1940 Act.
Class A shares of each Fund will be subject to a contingent
deferred sales charge ("CDSC") on redemptions of shares (i) purchased
without an initial sales charge due to a sales charge waiver for purchases
of $1 million or more and (ii) held less than one year. The Class A CDSC
is equal to 1% of the lower of: (i) the net asset value of the shares at
the time of purchase or (ii) the net asset value of the shares at the time
of redemption. Class A shares of each Fund held one year or longer and
Class A shares of each Fund acquired through reinvestment of dividends or
capital gains distributions on shares otherwise subject to a Class A CDSC
are not subject to the CDSC. The CDSC for Class A shares of each Fund
shall not apply to shares purchased prior to November 10, 1995 and will be
waived under certain circumstances.
2. Class B Shares. Class B shares of each Fund are sold
to the general public subject to a CDSC, but without imposition of an
initial sales charge.
<PAGE>
PaineWebber Master Series, Inc.
Multiple Class Plan
Page 2
The maximum CDSC for Class B shares of PaineWebber Money Market
Fund is equal to 5% of the lower of: (i) the net asset value of the shares
at the time of purchase or (ii) the net asset value of the shares at the
time of redemption, except that if the Class B shares of PaineWebber Money
Market Fund were acquired through exchange for Class B shares of
PaineWebber Low Duration U.S. Government Income Fund or other PaineWebber
Fund that would have been subject to a 3% maximum CDSC if they had been
redeemed rather than exchanged, the maximum CSDC for Class B shares of
PaineWebber Money Market Fund is equal to 3% of the lower of: (i) the net
asset value of the shares at the time of purchase or (ii) the net asset
value of the shares at the time of redemption.
The maximum CDSC for Class B shares of each other Fund is equal
to 5% of the lower of: (i) the net asset value of the shares at the time
of purchase or (ii) the net asset value of the shares at the time of
redemption.
Class B shares of each Fund held six years or longer (four years
or longer for Class B shares of PaineWebber Money Market Fund acquired
through an exchange for Class B shares of PaineWebber Low Duration U.S.
Government Income Fund as described above) and Class B shares of each Fund
acquired through reinvestment of dividends or capital gains distributions
are not subject to the CDSC.
Class B shares of each Fund are subject to an annual service fee
of .25% of average daily net assets and a distribution fee of .75% (.50%
for Class B shares of PaineWebber Money Market Fund) of average daily net
assets of the Class B shares of each Fund, each paid pursuant to a plan of
distribution adopted pursuant to Rule 12b-1 under the 1940 Act.
Class B shares of each Fund convert to Class A shares
approximately six years after issuance at relative net asset value.
3. Class C Shares. Class C shares of each Fund are sold
to the general public without imposition of a sales charge.
Class C shares of a Fund that invests primarily in debt
securities are subject to an annual service fee of .25% of average daily
net assets and a distribution fee of .50% of average daily net assets of
Class C shares of such Fund, each pursuant to a plan of distribution
adopted pursuant to Rule 12b-1 under the 1940 Act.
Class C shares of a Fund that invests primarily in equity
securities or a combination of equity and debt securities are subject to
an annual service fee of .25% of average daily net assets and a
distribution fee of .75% of average daily net assets of Class C shares of
such Fund, each pursuant to a plan of distribution adopted pursuant to
Rule 12b-1 under the 1940 Act.
<PAGE>
PaineWebber Master Series, Inc.
Multiple Class Plan
Page 3
Class C shares of a Fund that invests primarily in debt
securities will be subject to a CDSC on redemptions of Class C shares held
less than one year equal to .75% of the lower of: (i) the net asset value
of the shares at the time of purchase or (ii) the net asset value of the
shares at the time of redemption; provided that such CDSC shall not apply
to Class C shares purchased prior to November 10, 1995.
Class C shares of a Fund that invests primarily in equity
securities or in a combination of equity and debt securities will be
subject to a CDSC on redemptions of Class C shares held less than one year
equal to 1% of the lower of: (i) the net asset value of the shares at the
time of purchase or (ii) the net asset value of the shares at the time of
redemption; provided that such CDSC shall not apply to Class C shares
purchased prior to November 10, 1995.
Class C shares of each Fund held one year or longer and Class C
shares of each Fund acquired through reinvestment of dividends or capital
gains distributions are not subject to the CDSC. The CDSC for Class C
shares of each Fund will be waived under certain circumstances.
4. Class Y Shares. Class Y shares are sold without
imposition of an initial sales charge or CDSC and are not subject to any
service or distribution fees.
Class Y shares of each Fund are available for purchase only by:
(i) employee benefit and retirement plans, other than individual
retirement accounts and self-employed retirement plans, of Paine Webber
Group Inc. and its affiliates; (ii) certain unit investment trusts
sponsored by PaineWebber Incorporated ("PaineWebber"); (iii) participants
in certain investment programs that are currently, or will in the future
be, sponsored by PaineWebber or its affiliates and that charge a separate
fee for program services, provided that shares are purchased through or in
connection with such programs; (iv) the holders of Class Y shares of any
former Mitchell Hutchins/Kidder Peabody ("MH/KP") mutual fund, provided
that such shares are issued in connection with the reorganization of a
MH/KP mutual fund into that Fund; (v) investors purchasing $10,000,000 or
more at one time in any combination of PaineWebber proprietary funds in
the Flexible Pricing System; (vi) an employee benefit plan qualified under
section 401 (including a salary reduction plan qualified under section
401(k)) or section 403(b) of the Internal Revenue Code (each an "employee
benefit plan"), provided that such employee benefit plan has 5,000 or more
eligible employees; (vii) an employee benefit plan with assets of
$50,000,000 or more; and (viii) any investment company advised by
PaineWebber or its affiliates.
<PAGE>
PaineWebber Master Series, Inc.
Multiple Class Plan
Page 4
B. EXPENSE ALLOCATIONS OF EACH CLASS:
---------------------------------
Certain expenses may be attributable to a particular Class of
shares of each Fund ("Class Expenses"). Class Expenses are charged
directly to the net assets of the particular Class and, thus, are borne on
a pro rata basis by the outstanding shares of that Class.
In addition to the distribution and service fees described above,
each Class may also pay a different amount of the following other
expenses:
(1) printing and postage expenses related to
preparing and distributing materials such as
shareholder reports, prospectuses, and proxies to
current shareholders of a specific Class;
(2) Blue Sky registration fees incurred by a specific Class
of shares;
(3) SEC registration fees incurred by a specific Class of
shares;
(4) expenses of administrative personnel and services
required to support the shareholders of a specific Class
of shares;
(5) Directors' fees incurred as a result of issues relating
to a specific Class of shares;
(6) litigation expenses or other legal expenses relating to a
specific Class of shares; and
(7) transfer agent fees identified as being attributable to a
specific Class.
C. EXCHANGE PRIVILEGES:
-------------------
Class A, Class B and Class C shares of each Fund may be exchanged
for shares of the corresponding Class of other PaineWebber mutual funds
and MH/KP mutual funds, or may be acquired through an exchange of shares
of the corresponding Class of those funds. Class Y shares of the Funds
are not exchangeable.
These exchange privileges may be modified or terminated by a
Fund, and exchanges may only be made into funds that are legally
registered for sale in the investor's state of residence.
<PAGE>
PaineWebber Master Series, Inc.
Multiple Class Plan
Page 5
D. CLASS DESIGNATION:
-----------------
Subject to approval by the Board of Directors of PaineWebber
Master Series, Inc., a Fund may alter the nomenclature for the
designations of one or more of its classes of shares.
E. ADDITIONAL INFORMATION:
----------------------
This Multiple Class Plan is qualified by and subject to the terms
of the then current prospectus for the applicable Classes; provided,
however, that none of the terms set forth in any such prospectus shall be
inconsistent with the terms of the Classes contained in this Plan. The
prospectus for each Fund contains additional information about the Classes
and each Fund's multiple class structure.
F. DATE OF EFFECTIVENESS:
---------------------
This Multiple Class Plan is effective as of the date hereof,
provided that this Plan shall not become effective with respect to any
Fund unless such action has first been approved by the vote of a majority
of the Board and by vote of a majority of those directors of the Fund who
are not interested persons of PaineWebber Master Series, Inc.
July 24, 1996
<PAGE>
