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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 Investment Series
1285 Avenue of the Americas
New York, NY 10019
2. Name of each series or class of funds for which this notice is
filed:
PaineWebber Global Income Fund (Class A, B, C and D shares)
PaineWebber Global Energy Fund (Class A, B and D shares)
PaineWebber Global Growth and Income Fund (Class A, B and D
shares)
PaineWebber Europe Growth Fund (Class A, B and D shares)
3. Investment Company Act File Number: 811-5259
Securities Act File Number: 33-11025
4. Last day of fiscal year for which this notice is filed:
October 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:
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6. Date of termination of issuer's declaration rule 24f-2(a)(1),
if applicable (see Instruction A.6):
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:
59,739,437 shares representing $592,615,214
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
45,886,686 shares representing $452,901,590
9. Number and aggregate sale price of securities sold during the
fiscal year:
34,807,847 shares representing $366,659,354
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-
2:
34,807,847 shares representing $366,659,354
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):
6,430,007 shares representing $64,080,795
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): $ 366,659,354
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): $ 64,080,795
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): $ 430,740,149
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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): -------------
(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
-------------
2
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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): $ 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).
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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 and Assistant
Treasurer
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Date: December 27, 1995
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KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9000
ELINOR W. GAMMON
(202) 778-9090
December 28, 1995
PaineWebber Investment Series
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Investment Series ("Trust") is an unincorporated
voluntary association organized under the laws of the Commonwealth of
Massachusetts on December 22, 1986. During the its fiscal year ended
October 31, 1995, the Trust had four operating series of shares of
beneficial interest: PaineWebber Global Income Fund, PaineWebber Global
Energy Fund, PaineWebber Global Growth and Income and PaineWebber Europe
Growth Fund. 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 each series which it has registered under the Securities Act of
1933, as amended ("1933 Act"), and which were sold during the fiscal year
ended October 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, the minutes of meetings of the trustees and other documents
relating to the organization and operation of the Trust, and we are
generally familiar with its business affairs. Based on the foregoing, it
is our opinion that the shares of the Trust sold during its fiscal year
ended October 31, 1995, the registration of which will be made definite by
the filing of the Rule 24f-2 Notice, were legally issued, fully paid and
non-assessable.
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 particular series shall look
only to the assets of the Trust or such series for payment. It also
requires that notice of such disclaimer be given in each note, bond,
contact, 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 series for all loss and expense of any shareholder held
personally liable for the obligations of the Trust or a particular series
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PaineWebber Investment Series
December 28, 1995
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by virtue of ownership of shares of such series; and (ii) for such 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 LLP
/s/ Elinor W. Gammon
By:--------------------------
Elinor W. Gammon
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