<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
PaineWebber Series Trust
1285 Avenue of the Americas
New York, NY 10019
2. Name of each series or class of funds for which this notice
is filed:
Aggressive Growth Portfolio
Asset Allocation Portfolio
Balanced Portfolio
Global Growth Portfolio
Global Income Portfolio
Growth Portfolio
Growth and Income Portfolio
High Grade Fixed Income Portfolio
Money Market Portfolio
Strategic Fixed Income Portfolio
3. Investment Company Act File Number:
811-4919
Securities Act File Number:
33-10438
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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:
/_/
6. Date of termination of issuer's declaration rule 24f-2(a)(1),
if applicable (see Instruction A.6):
1
<PAGE>
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:
2,099,132 shares representing $2,099,132
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
None
(NOTE: All 21,238,130 shares representing $51,069,367 sold
during the fiscal year were sold to unmanaged separate
accounts that offer interests therein that are registered
under the Securities Act of 1933 and on which a registration
fee has been or will be paid. Pursuant to Instruction B.5,
these shares have been excluded from the securities reported
in this Item.)
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
None
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):
Not applicable
2
<PAGE>
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): $ 0
-----------------
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): $ n/a
-----------------
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): $ 0
-----------------
(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
-----------------
(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
-----------------
(vi) Multiplier prescribed by
Section 6(b) of the
Securities Act of 1933 or
other applicable law or
regulation (see Instruction
C.6): $ 0
-----------------
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:
3
<PAGE>
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/ C. William Maher
-------------------------------------
C. William Maher
-------------------------------------
Vice President & Asst Treasurer
-------------------------------------
Date February 26, 1996
------------------------
4
<PAGE>
<PAGE>
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, DC 20036-1800
Telephone (202) 778-9000
Facsimile (202) 778-9100
February 28, 1996
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, 1995, the
Trust had ten operating series of shares of beneficial interest:
Aggressive Growth Portfolio, Asset Allocation Portfolio, Balanced
Portfolio, Growth and Income Portfolio, Strategic Fixed Income Portfolio,
Global Growth Portfolio, Global Income Portfolio, High Grade Fixed Income
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, 1995.
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, 1995,
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
issued by the officers or the trustees of the Trust on behalf of the
<PAGE>
PaineWebber Series Trust
February 28, 1996
Page 2
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
By /s/ Elinor W. Gammon
-----------------------------
Elinor W. Gammon
<PAGE>
