Rule 24f-2 NOTICE FOR
PAINEWEBBER SERIES TRUST
Asset Allocation Portfolio
Global Growth Portfolio
Aggressive Growth Portfolio
Global Income Portfolio
Balanced Portfolio
Government Portfolio
Dividend Growth Portfolio
Growth Portfolio
Fixed Income Portfolio
Money Market Portfolio
(1933 Act File No. 33-10438)
1. The fiscal period for which the notice is filed:
January 1,1994 to December 31, 1994
2. The number or amount of securities of the same class or
series, if any, which had been registered under the
Securities Act of 1933 other than pursuant to this
section but which remained unsold at the beginning of
such fiscal period:
None
3. The number or amount of securities, if any, registered
during such fiscal period other than pursuant to this
section:
13,420,370 shares of the Money Market Portfolio
4. The number or amount of securities sold during such
fiscal period:
$147,612,400 representing:
634,690 shares of Asset Allocation Portfolio
1,580,027 shares of Global Growth Portfolio
1,214,882 shares of Aggressive Growth Portfolio
1,420,486 shares of Global Income Portfolio
1,094,746 shares of Balanced Portfolio
706,653 shares of Government Portfolio
545,527 shares of Dividend Growth Portfolio
1,273,858 shares of Growth Portfolio
800,545 shares of Fixed Income Portfolio
36,901,166 shares of Money Market Portfolio
5. The number or amount of securities sold during such
fiscal period in reliance upon registration pursuant to
this section:
$136,291,162 representing:
634,690 shares of Asset Allocation Portfolio
1,580,027 shares of Global Growth Portfolio
1,214,882 shares of Aggressive Growth Portfolio
1,420,486 shares of Global Income Portfolio
1,094,746 shares of Balanced Portfolio
706,653 shares of Government Portfolio
545,527 shares of Dividend Growth Portfolio
1,273,858 shares of Growth Portfolio
800,545 shares of Fixed Income Portfolio
25,579,928 shares of Money Market Portfolio
6. The calculation of filing fee:
(a) The total amount of registered shares of
beneficial interest ($0.001 par value)
sold including sales load:
136,291,162
(b) Less the total amount of registered shares
of beneficial interest ($0.001 par value)
redeemed or repurchased
(136,291,162)
(c) Difference (i.e., (a) less (b)):
0
(d) Filing fee pursuant to section 6(b) of
1933 Act (Line (c) Amount x .00034483):
0
/s/ Ann Moran
___________________________
Ann Moran
02/17/95 Assistant Treasurer
and Vice President
PaineWebber Series Trust
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February 27, 1995
PaineWebber Series Trust
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
PaineWebber Series Trust ("Trust") is an unincorporated voluntary
association organized under the laws of the Commonwealth of Massachusetts
on November 21, 1986. During its fiscal year ended December 31, 1994, the
Trust had ten operating series of shares of beneficial interest:
Aggressive Growth Portfolio, Asset Allocation Portfolio, Balanced
Portfolio, Dividend Growth Portfolio, Fixed Income Portfolio, Global
Growth Portfolio, Global Income Portfolio, Government Portfolio, Growth
Portfolio and Money Market Portfolio. We understand that the Trust 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 such series which it has
registered under the Securities Act of 1933, as amended ("1933 Act"), and
which were sold during the fiscal year ended December 31, 1994.
We have, as counsel, participated in various business and other
matters relating to the Trust. We have examined copies, either certified
or otherwise proved to be genuine, of the Declaration of Trust and By-Laws
of the Trust, as now in effect, the minutes of meetings of the trustees
and other documents relating to the organization and operation of the
Trust, and we generally are familiar with the business affairs of the
Trust. Based on the foregoing, it is our opinion that the shares of each
series of the Trust sold during the fiscal year ended December 31, 1994,
the registration of which will be made definite by the filing of a Rule
24f-2 Notice, were legally issued, fully paid and nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts Business Trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that creditors
of, contractors with, and claimants against the Trust or any series shall
look only to the assets of the Trust or the appropriate series for
payment. It also requires that notice of such disclaimer be given in each
note, bond, contract, certificate, undertaking or instrument made or
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PaineWebber Series Trust
February 27, 1995
Page 2
issued by the officers or the trustees of the Trust on behalf of the
Trust. The Declaration of Trust further provides: (i) for indemnification
from the assets of the appropriate series for all loss and expense of any
shareholders held personally liable for the obligations of the Trust or
any series by virtue of ownership of shares of such series; and (ii) for
the appropriate series to assume the defense of any claim against the
shareholder for any act or obligation of such series. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Trust or series would be unable
to meet its obligations.
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
/s/ Elinor W. Gammon
By __________________________________
Elinor W. Gammon
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