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As filed with the Securities and Exchange Commission on February 22, 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. 26 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. ______
(Check appropriate box or boxes.)
PAINEWEBBER MASTER SERIES
(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.
Kirkpatrick & Lockhart LLP
2nd Floor
1800 Massachusetts Avenue, N.W.
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)
Registrant has filed a declaration pursuant to Rule 24f-2 under
the Investment Company Act of 1940 and has filed the notice required by
such Rule for its most recent fiscal year on April 27, 1995.
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<TABLE>
<CAPTION>
PAINEWEBBER MASTER SERIES, INC.
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Amount of Maximum Maximum Amount of
Securities Being Shares Being Offering Price Aggregate Registra-
Registered Registered Per Unit Offering Price tion Fee
---------------- ------------ --------------- --------------- ---------
<S> <C> <C> <C> <C>
Shares of Common Stock, Par
Value $.001, of
PaineWebber Balanced Fund 4,756,835 $ 11.07 $290,000* $100.00*
(Class B)
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the price in effect on February 15, 1996.
__________________
* Calculation of the proposed maximum aggregate price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940.
During its fiscal year ended February 28, 1995, Registrant redeemed or
repurchased shares of common stock in the aggregate amount of 7,717,897
with respect to the PaineWebber Balanced Fund. During its current fiscal
year, Registrant used 2,987,259 of this amount for a reduction pursuant to
paragraph (c) of Rule 24f-2 under the Investment Company Act of 1940 with
respect to the PaineWebber Balanced Fund and the Registrant's other
series. Registrant is filing this post-effective amendment to use the
remaining 4,730,638 of the total redemptions and repurchases with respect
to the PaineWebber Balanced Fund during its fiscal year ended February 28,
1995 to reduce the fee that would otherwise be required for the shares
registered hereby. During its current fiscal year, Registrant has filed
no other post-effective amendment for the purpose of the reduction
pursuant to paragraph (a) of Rule 24e-2.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant, PaineWebber Master
Series, Inc., certifies that it meets all of 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 this City of New York and
State of New York, on the 21st day of February, 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 (Chief Executive Officer) February 21, 1996
Margo N. Alexander
/s/ E. Garrett Bewkes, Jr. ** Director and Chairman February 21, 1996
E. Garrett Bewkes, Jr. of the Board of Directors
/s/ Meyer Feldberg *** Director February 21, 1996
Meyer Feldberg
/s/ George W. Gowen **** Director February 21, 1996
George W. Gowen
/s/ Frederic V. Malek **** Director February 21, 1996
Frederic V. Malek
/s/ Judith Davidson Moyers**** Director February 21, 1996
Judith Davidson Moyers
/s/ Julian F. Sluyters Vice President and February 21, 1996
Julian F. Sluyters Treasurer (Principal Financial and
Accounting Officer)
</TABLE>
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SIGNATURES (Continued)
* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 8, 1995 and incorporated by reference from Post-
Effective Amendment No. 34 to the registration statement of PaineWebber
America Fund, SEC File No. 2-78626, filed May 10, 1995.
** Signatures affixed by Elinor W. Gammon pursuant to powers of
attorney dated January 3, 1994 and November 20, 1993, respectively, and
incorporated by reference from Post-Effective Amendment No. 20 to the
registration statement of PaineWebber Master Series, Inc., SEC File No.
33-2524, filed February 28, 1994.
*** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated December 27, 1990 and incorporated by reference from Post-
Effective Amendment No. 2 to the registration statement of PaineWebber
Regional Financial Growth Fund Inc., SEC File No. 33-33231, filed May 1,
1991.
**** Signatures affixed by Elinor W. Gammon pursuant to powers of
attorney dated March 27, 1990 and incorporated by reference from Post-
Effective Amendment No. 10 to the registration statement of PaineWebber
Master Series, Inc., SEC File No. 33-2524, filed May 2, 1990.
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
February 22, 1996
PaineWebber Master Series, Inc.
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Master Series, Inc. ("Company") is a corporation
organized under the laws of the State of Maryland on October 29, 1985.
The Company currently has two series of shares of common stock:
PaineWebber Money Market Fund and PaineWebber Balanced Fund. We
understand that the Company is about to file Post-Effective Amendment No.
26 to its Registration Statement on Form N-1A for the purpose of
registering additional shares of common stock of the PaineWebber Balanced
Fund under the Securities Act of 1933, as amended ("1933 Act"), pursuant
to Section 24(e)(1) of the Investment Company Act of 1940, as amended
("1940 Act").
We have, as counsel, participated in various corporate and other
proceedings relating to the Company. We have examined copies, either
certified or otherwise proved to be genuine, of the Company's Articles of
Incorporation and By-Laws, the minutes of meetings of its board of
directors and other documents relating to its organization and operation,
and we are generally familiar with its corporate affairs. Based on the
foregoing, it is our opinion that the shares of common stock of the
Company currently being registered pursuant to Section 24(e)(1) of the
1940 Act, as reflected in Post-Effective Amendment No. 26, may be legally
and validly issued from time to time in accordance with the Company's
Articles of Incorporation and By-Laws and, subject to compliance with the
1933 Act, the 1940 Act and various state laws regulating the offer and
sale of securities; and when so issued, these share of common stock will
be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion in connection
with Post-Effective Amendment No. 26 to the Company's Registration
Statement on Form N-1A to be filed with the Securities and Exchange
Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Elinor W. Gammon
----------------------
Elinor W. Gammon
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