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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
PaineWebber Master Series, Inc.
1285 Avenue of the Americas
New York, NY 10019
2. Name of each series or class of funds for which this notice is filed:
PaineWebber Money Market Fund
(Class A, B and C shares)
PaineWebber Balanced Fund (formerly PaineWebber Asset Allocation Fund)
(Class A, B and C shares)
PaineWebber Blue Chip Growth Fund
(Class A, B and C shares)
3. Investment Company Act File Number:
811-4448
Securities Act File Number:
33-2524
4. Last day of fiscal year for which this notice is filed:
February 29, 1996
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:
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6. Date of termination of issuer's declaration rule 24f-2(a)(1), if applicable (see
Instruction A.6):
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:
233,939,532 shares representing $571,649,453
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
4,756,835 shares representing $48,609,793
9. Number and aggregate sale price of securities sold during the fiscal year:
173,654,806 shares representing $183,549,415
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
173,654,806 shares representing $183,549,415
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):
4,173,002 shares representing $23,333,841
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): $ 183,549,415
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 23,333,841
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 206,883,256
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(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
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(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
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(vi) Multiplier prescribed by
Section 6(b) of the
Securities Act of 1933 or
other applicable law or
regulation (see Instruction
C.6): x 1/29 of 1%
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(vii) Fee due (line (1) or
line (v) multiplied by
line (vi) $ 0
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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).
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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/ Paul H. Schubert
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Paul H. Schubert
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Vice President & Asst Treasurer
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Date April 24, 1996
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Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
Facsimile (202) 778-9100
April 24, 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.
During its fiscal year ended February 29, 1996, the Company consisted of
three series of shares of common stock: PaineWebber Money Market Fund,
PaineWebber Blue Chip Growth Fund and PaineWebber Asset Allocation Fund.
We understand that the Company is about to file a Rule 24f-2 Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, for the purpose of making definite the number of shares of such
series which it has registered under the Securities Act of 1933, as
amended, and which were sold during the fiscal year ended February 29,
1996.
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 Articles of
Incorporation and By-laws of the Company, the minutes of meetings of the
board of directors and other documents relating to the organization and
operation of the Company, and we are generally familiar with its corporate
affairs. Based upon the foregoing, it is our opinion that the shares of
each series of the Company sold during the fiscal year ended February 29,
1996, the registration of which will be made definite by the filing of the
Rule 24f-2 Notice, were legally issued, fully paid and nonassessable.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission.
Very truly yours,
Kirkpatrick & Lockhart LLP
By: /s/ Elinor W. Gammon
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Elinor W. Gammon
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