As filed with the Securities and Exchange Commission on December 2, 1999
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. 39 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 32 [ X ]
(Check appropriate box or boxes.)
PAINEWEBBER MASTER SERIES, INC.
(Exact name of registrant as specified in charter)
51West 52nd Street
New York, New York 10019-6114
(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.
BENJAMIN J. HASKIN, ESQ.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.; Second Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
Approximate Date of Proposed Public Offering: Effective Date of this Post
Effective Amendment.
It is proposed that this filing will become effective:
[ ] Immediately upon filing pursuant to Rule 485(b)
[ X ] On December 10,1999 pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485 (a)(1)
[ ] On pursuant to Rule 485 (a)(1)
[ ] 75 days after filing pursuant to Rule 485(a)(2)
[ ] On pursuant to Rule 485(a)(2)
If appropriate, check the following box:
[ X ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
This post-effective amendment designates December 10, 1999 as the new effective
date for Post-Effective Amendment No. 38, which was filed October 4, 1999 with a
December 3, 1999 effective date.
Title of Securities Being Registered: Class A, B, C and Y Shares of Common Stock
of PaineWebber Balanced Fund.
<PAGE>
Parts A and B of the registration statement were previously filed.
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
--------
(1) Restated Articles of Incorporation 1/
(2) Restated By-Laws 1/
(3) Instruments defining the rights of holders of the Registrant's
common stock 2/
(4) Investment Advisory and Administration Contract 1/
(5) (a) Distribution Contract with respect to Class A shares 1/
(b) Distribution Contract with respect to Class B shares 1/
(c) Distribution Contract with respect to Class C shares 3/
(d) Distribution Contract with respect to Class Y shares 3/
(e) Exclusive Dealer Agreement with respect to Class A shares 1/
(f) Exclusive Dealer Agreement with respect to Class B shares 1/
(g) Exclusive Dealer Agreement with respect to Class C shares 3/
(h) Exclusive Dealer Agreement with respect to Class Y shares 3/
(6) Bonus, profit sharing or pension plans - none
(7) Custodian Agreement 1/
(8) Transfer Agency Agreement 1/
(9) Opinion and consent of counsel (to be filed)
(10) Other opinions, appraisals, rulings and consents: Accountant's
Consent (to be filed)
(11) Financial statements omitted from prospectus - none
(12) Letter of investment intent 1/
(13) (a) Plan of Distribution pursuant to Rule 12b-1 with respect to
Class A Shares 4/
(b) Plan of Distribution pursuant to Rule 12b-1 with respect to
Class B Shares 4/
(c) Plan of Distribution pursuant to Rule 12b-1 with respect to
Class C Shares 4/
(14) and
(27) Financial Data Schedule (not applicable)
(15) Plan pursuant to Rule 18f-3 5/
- -------------
1/ Incorporated by reference from Post-Effective Amendment No. 34 to the
registration statement, SEC File No. 33-2524, filed June 29, 1998.
2/ Incorporated by reference from Articles Sixth, Seventh, Eighth,
Eleventh and Twelfth of the Registrant's Restated Articles of
Incorporation and from Articles II, VIII, X, XI and XII of the
Registrant's Restated By-Laws.
3/ Incorporated by reference from Post-Effective Amendment No. 28 to the
registration statement, SEC File No. 33-2524, filed July 1, 1996.
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<PAGE>
4/ Incorporated by refernece from Post-Effective Amendment No. 35 to the
registration statement, SEC File No. 33-2524, filed November 23, 1998.
5/ Incorporated by reference from Post-Effective Amendment No. 30 to the
registration statement, SEC File No. 33-2524, filed September 20,
1996.
Item 24. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------
None.
Item 25. Indemnification
---------------
Article Eleventh of the 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 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.
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
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<PAGE>
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").
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 26. 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 27. 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.
MANAGED HIGH YIELD PLUS FUND INC.
MITCHELL HUTCHINS LIR MONEY SERIES
MITCHELL HUTCHINS PORTFOLIOS
MITCHELL HUTCHINS SERIES TRUST
PAINEWEBBER AMERICA FUND
PAINEWEBBER FINANCIAL SERVICES GROWTH FUND, INC.
PAINEWEBBER INDEX TRUST
PAINEWEBBER INVESTMENT SERIES
PAINEWEBBER INVESTMENT TRUST
PAINEWEBBER INVESTMENT TRUST II
PAINEWEBBER MANAGED ASSETS TRUST
PAINEWEBBER MANAGED INVESTMENTS TRUST
PAINEWEBBER MASTER SERIES, INC.
PAINEWEBBER MUNICIPAL SERIES
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<PAGE>
PAINEWEBBER MUTUAL FUND TRUST
PAINEWEBBER OLYMPUS FUND
PAINEWEBBER SECURITIES TRUST
STRATEGIC GLOBAL INCOME FUND, 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.
<TABLE>
<CAPTION>
Position and Offices With Underwriter or
Name Position With Registrant Exclusive Dealer
- ---- ------------------------ ----------------
<S> <C> <C>
Margo N. Alexander* Director and President Chairman, Chief Executive Officer and a
Director of Mitchell Hutchins and an
Executive Vice President and a Director
of PaineWebber
Mary C. Farrell** Director Managing Director, Senior Investment
Strategist and member of the Investment
Policy Committee of PaineWebber
Brian M. Storms* Director President and Chief Operating Officer
of Mitchell Hutchins
T. Kirkham Barneby* Vice President Managing Director and Chief Investment
Officer - Quantitative Investments of
Mitchell Hutchins
John J. Lee** Vice President and Assistant Vice President and a Manager of the
Treasurer Mutual Fund Finance Department of
Mitchell Hutchins
Kevin J. Mahoney** Vice President and Assistant First Vice President and a Senior
Treasurer Manager of the Mutual Fund Finance
Department of Mitchell Hutchins
Dennis McCauley* Vice President Managing Director and Chief Investment
Officer - Fixed Income of Mitchell
Hutchins
Ann E. Moran** Vice President and Assistant Vice President and a Manager of the
Treasurer Mutual Fund Finance Department of
Mitchell Hutchins
Dianne E. O'Donnell** Vice President and Secretary Senior Vice President and Deputy
General Counsel of Mitchell Hutchins
Emil Polito* Vice President Senior Vice President and Director of
Operations and Control for Mitchell
Hutchins
Susan Ryan* Vice President Senior Vice President and a Portfolio
Manager of Mitchell Hutchins
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<PAGE>
Position and Offices With Underwriter or
Name Position With Registrant Exclusive Dealer
- ---- ------------------------ ----------------
<S> <C> <C>
Victoria E. Schonfeld** Vice President Managing Director and General Counsel
of Mitchell Hutchins and a Senior Vice
President of PaineWebber
Paul H. Schubert** Vice President and Treasurer Senior Vice President and Director of
the Mutual Fund Finance Department of
Mitchell Hutchins
Nirmal Singh* Vice President Senior Vice President and a Portfolio
Manager of Mitchell Hutchins
Barney A. Taglialatela ** Vice President and Assistant Vice President and a Manager of the
Treasurer Mutual Fund Finance Department of
Mitchell Hutchins
Mark A. Tincher* Vice President Managing Director and Chief Investment
Officer - Equities of Mitchell Hutchins
Keith A. Weller** Vice President and Assistant First Vice President and Associate
Secretary General Counsel of Mitchell Hutchins
- -----------------
* The business address of this person is 51 West 52nd Street, New York, New York
10019-6114.
** The business address of this person is 1285 Avenue of the Americas,
New York, New York 10019.
c) None
</TABLE>
Item 28. 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 29. Management Services
-------------------
Not applicable.
Item 30. Undertakings
------------
None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to its
Registration Statement 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 30th day of November, 1999.
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 November 30, 1999
- ----------------------------- (Chief Executive Officer)
Margo N. Alexander*
/s/ E. Garrett Bewkes, Jr. Director and Chairman November 30, 1999
- ----------------------------- of the Board of Directors
E. Garrett Bewkes, Jr.*
/s/ Richard Q. Armstrong Director November 30, 1999
- -----------------------------
Richard Q. Armstrong*
/s/ Richard R. Burt Director November 30, 1999
- -----------------------------
Richard R. Burt*
/s/ Mary C. Farrell Director November 30, 1999
- -----------------------------
Mary C. Farrell*
/s/ Meyer Feldberg Director November 30, 1999
- -----------------------------
Meyer Feldberg*
/s/ George W. Gowen Director November 30, 1999
- -----------------------------
George W. Gowen*
/s/ Frederic V. Malek Director November 30, 1999
- -----------------------------
Frederic V. Malek*
/s/ Carl W. Schafer Director November 30, 1999
- -----------------------------
Carl W. Schafer*
/s/ Brian M. Storms Director November 30, 1999
- -----------------------------
Brian M. Storms**
/s/ Paul H. Schubert Vice President and November 30, 1999
- ----------------------------- Treasurer (Chief Financial
Paul H. Schubert and Accounting Officer)
</TABLE>
<PAGE>
SIGNATURES (CONTINUED)
* Signature affixed by Elinor W. Gammon pursuant to powers of attorney dated
May 21, 1996 and incorporated by reference from Post-Effective Amendment
No. 25 to the registration statement of PaineWebber RMA Tax-Free Fund,
Inc., SEC File 2-78310, filed June 27, 1996.
** Signature affixed by Elinor W. Gammon pursuant to power of attorney dated
May 14, 1999 and incorporated by reference from Post-Effective Amendment
No. 38 to the registration statement of PaineWebber Cashfund, Inc., SEC
File 2-60655, filed May 28, 1999.
<PAGE>
PAINEWEBBER MASTER SERIES, INC.
EXHIBIT INDEX
Exhibit
Number
- ------
(1) Restated Articles of Incorporation 1/
(2) Restated By-Laws 1/
(3) Instruments defining the rights of holders of the Registrant's
common stock 2/
(4) Investment Advisory and Administration Contract 1/
(5) (a) Distribution Contract with respect to Class A shares 1/
(b) Distribution Contract with respect to Class B shares 1/
(c) Distribution Contract with respect to Class C shares 3/
(d) Distribution Contract with respect to Class Y shares 3/
(e) Exclusive Dealer Agreement with respect to Class A shares 1/
(f) Exclusive Dealer Agreement with respect to Class B shares 1/
(g) Exclusive Dealer Agreement with respect to Class C shares 3/
(h) Exclusive Dealer Agreement with respect to Class Y shares 3/
(6) Bonus, profit sharing or pension plans - none
(7) Custodian Agreement 1/
(8) Transfer Agency Agreement 1/
(9) Opinion and consent of counsel (to be filed)
(10) Other opinions, appraisals, rulings and consents: Accountant's
Consent (to be filed)
(11) Financial statements omitted from prospectus - none
(12) Letter of investment intent 1/
(13) (a) Plan of Distribution pursuant to Rule 12b-1 with respect to
Class A Shares 4/
(b) Plan of Distribution pursuant to Rule 12b-1 with respect to
Class B Shares 4/
(c) Plan of Distribution pursuant to Rule 12b-1 with respect to
Class C Shares 4/
(14) and
(27) Financial Data Schedule (not applicable)
(15) Plan pursuant to Rule 18f-3 5/
- -------------
1/ Incorporated by reference from Post-Effective Amendment No. 34 to the
registration statement, SEC File No. 33-2524, filed June 29, 1998.
2/ Incorporated by reference from Articles Sixth, Seventh, Eighth,
Eleventh and Twelfth of the Registrant's Restated Articles of
Incorporation and from Articles II, VIII, X, XI and XII of the
Registrant's Restated By-Laws.
<PAGE>
3/ Incorporated by reference from Post-Effective Amendment No. 28 to the
registration statement, SEC File No. 33-2524, filed July 1, 1996.
4/ Incorporated by refernece from Post-Effective Amendment No. 35 to the
registration statement, SEC File No. 33-2524, filed November 23, 1998.
5/ Incorporated by reference from Post-Effective Amendment No. 30 to the
registration statement, SEC File No. 33-2524, filed September 20,
1996.
