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
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, 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:
/-/
________________________________________________________________________________
6. Date of termination of issuer's declaration rule 24f-2(a)(1),
if applicable (see Instruction A.6):
________________________________________________________________________________
<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 13,034,163 shares representing $42,605,440 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
________________________________________________________________________________
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
--------------------
________________________________________________________________________________
<PAGE>
================================================================================
(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): x 1/33 of 1%
-------------------
(vii) Fee due (line (1) or line (v)
multiplied by line (vi) $ 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:
________________________________________________________________________________
<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/ Ann E. Moran
-------------------------------------
Ann E. Moran
-------------------------------------
Vice President & Asst Treasurer
-------------------------------------
Date February 21, 1997
------------------------
________________________________________________________________________________
================================================================================
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
WASHINGTON, D.C. 20036-1800
TELEPHONE 202-778-9000
February 24, 1997
PaineWebber Series Trust
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Series Trust ("Trust") is an unincorporated voluntary
association organized under the laws of the Commonwealth of Massachusetts on
November 21, 1986. 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, for the purpose of making definite the number of shares which it has
registered under the Securities Act of 1933, as amended, and which were sold
during the fiscal year ended December 31, 1996 for its nine series: Aggressive
Growth Portfolio, Balanced Portfolio, Global Growth Portfolio, Global Income
Portfolio, Growth Portfolio, Growth and Income Portfolio, High Grade Fixed
Income Portfolio, Money Market Portfolio and Strategic Fixed Income Portfolio
(collectively, "Funds").
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, 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 its
business affairs. Based on the foregoing, it is our opinion that the shares of
each of the above-referenced Funds sold during the fiscal year ended December
31, 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.
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 a series shall look only to the assets of the Trust for 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 Trust. The Declaration of Trust further provides: (i) for indemnification
from the assets of the appropriate series for all loss and expense of any
shareholder 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
<PAGE>
PaineWebber Series Trust
February 24, 1997
Page 2
appropriate series to assume the defense of any claim against the shareholder
for any act or obligation of the 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 LLP
/s/ Elinor W. Gammon
--------------------------
Elinor W. Gammon
