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, New York 10019
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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)
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3. Investment Company Act File Number:
811-4448
Securities Act File Number:
33-2524
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4. Last day of fiscal year for which this notice is filed:
February 28, 1997
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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):
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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:
195,247,350 shares representing $195,247,350
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<PAGE>
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
20,224,020 shares representing $20,224,020
9. Number and aggregate sale price of securities sold during the fiscal year:
222,552,040 shares representing $222,552,040 (including
shares issued in connection with dividend reinvestment
plans)
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
221,237,201 shares representing $221,237,201
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):
1,314,839 shares representing $1,314,839
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): $ 221,237,201
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 1,314,839
--------------------
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 222,552,040
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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
--------------------
<PAGE>
(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 1/33 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). /_/
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
-------------------------------------
Vice President & Asst Treasurer
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Date: April 21, 1997
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036-1800
Telephone (202) 778-9000
April 21, 1997
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. 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 ("1940 Act"), for the purpose of
making definite the number of shares of common stock of one of its series,
PaineWebber Money Market Fund ("Fund"), which it has registered thereunder and
under the Securities Act of 1933, as amended ("1933 Act"), and which it sold in
reliance on Rule 24f-2 during the fiscal period for that Fund from March 1, 1996
to February 28, 1997.
We have, as counsel, participated in various business and other matters
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 business affairs. Based on the foregoing, it is our opinion
that the shares of common stock of the Fund sold in reliance upon registration
under Rule 24f-2 during its fiscal period ended February 28, 1997, 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 express no opinion
as to compliance with the 1933 Act, the 1940 Act or applicable state securities
laws in connection with the sales of shares of common stock of the Fund.
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
Elinor W. Gammon
