<PAGE>
As filed with the Securities and Exchange Commission on September 27, 1996
1933 Act Registration No. 33-55374
1940 Act Registration No. 811-7374
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
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Pre-Effective Amendment No. [ ]
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Post-Effective Amendment No. 15 [ X ]
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
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Amendment No. 15
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PAINEWEBBER SECURITIES TRUST
(Exact name of registrant as specified in charter)
1285 Avenue of the Americas
New York, New York 10019
(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.
BRUCE W. MCDOUGAL, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W., Second Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
It is proposed that this filing will become effective:
[ X ] Immediately upon filing pursuant to Rule 485(b)
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[ ] On pursuant to Rule 485(b)
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[ ] 60 days after filing pursuant to Rule 485(a)(i)
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[ ] On pursuant to Rule 485(a)(i)
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<PAGE>
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
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[ ] On pursuant to Rule 485(a)(ii)
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If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date
----- for a previously filed post-effective amendment
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
for its most recent fiscal year on September 26, 1996.
<PAGE>
PaineWebber Securities Trust
Contents of Registration Statement
This Registration Statement consists of the following papers and
documents:
Cover Sheet
Contents of Registration Statement
Cross Reference Sheets
Class A, B and C shares of:
PaineWebber Small Cap Fund
--------------------------
Part A - Prospectus **
Part B - Statement of Additional Information**
PaineWebber Strategic Income Fund
---------------------------------
Part A - Prospectus*
Part B - Statement of Additional Information*
Class Y shares of:
PaineWebber Small Cap Fund
--------------------------
Part A - Prospectus***
Part B - Statement of Additional Information***
PaineWebber Strategic Income Fund
---------------------------------
Part A - Prospectus*
Part B - Statement of Additional Information*
Part C - Other Information
Signature Page
Exhibits
* Previously filed in Post-Effective Amendment No. 13 to the
<PAGE>
Registrant's registration statement, SEC File No. 33-55374, on
May 31, 1996.
** Previously filed in Post-Effective Amendment No. 10 to the
Registrant's registration statement, SEC File No. 33-55374, on
April 26, 1996.
*** Previously filed in Post-Effective Amendment No. 14 to the
Registrant's registration statement, SEC File No. 33-55374, on
June 28, 1996.
<PAGE>
PaineWebber Securities Trust:
PaineWebber Strategic Income Fund
(Class A, B and C Shares)
Form N-1A Cross Reference Sheet
<TABLE>
<CAPTION>
Part A Item No. and Caption Prospectus Caption
--------------------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . Prospectus Summary
3. Condensed Financial Information . . . . . Performance Information; Financial Highlights
4. General Description of Registrant . . . . Prospectus Summary; Investment Objective, Policies and Risk
Considerations; General Information
5. Management of the Fund . . . . . . . . . Management; General Information
6. Capital Stock and Other Securities . . . Cover Page; Conversion of Class B Shares; Dividends and Taxes;
General Information
7. Purchase of Securities Being Offered . . Purchases; Exchanges; Valuation of Shares; Other Services and
Information; Management
8. Redemption of Repurchase . . . . . . . . Redemptions, Other Services and Information
9. Pending Legal Proceedings . . . . . . . . Not Applicable
Part B Item No. and Caption Statement of Additional Information Caption
--------------------------- -------------------------------------------
10. Cover page . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . Not Applicable
13. Investment Objective and Policies . . . . Investment Policies and Restrictions; Hedging and Related
Income Strategies; Portfolio Transactions
14. Management of the Fund . . . . . . . . . Trustees and Officers
15. Control Persons and Principal Holders of Trustees and Officers
Securities . . . . . . . . . . . . . . .
16. Investment Advisory and Other Services . Investment Advisory and Distribution Arrangements; Other
Information
17. Brokerage Allocation . . . . . . . . . . Portfolio Transactions
18. Capital Stock and Other Securities . . . Conversion of Class B Shares; Other Information
19. Purchase, Redemption and Pricing of Reduced Sales Charges, Additional Exchange and Redemption
Securities Being Offered . . . . . . . . Information and Other Services; Valuation of Shares
<PAGE>
20. Tax Status . . . . . . . . . . . . . . . Taxes
21. Underwriters . . . . . . . . . . . . . . Investment Advisory and Distribution Arrangements
22. Calculation of Performance Data . . . . . Performance Information
23. Financial Statements . . . . . . . . . . Financial Statements
</TABLE>
<PAGE>
PaineWebber Securities Trust:
PaineWebber Strategic Income Fund
(Class Y Shares)
Form N-1A Cross Reference Sheet
<TABLE>
<CAPTION>
Part A Item No. and Caption Prospectus Caption
--------------------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . Fund Expenses
3. Condensed Financial Information . . . . . Financial Highlights
4. General Description of Registrant . . . . Prospectus Summary; Investment Objective, Policies and Risk
Considerations; General Information
5. Management of the Fund . . . . . . . . . Management; General Information
6. Capital Stock and Other Securities . . . Cover Page; Dividends and Taxes; General Information
7. Purchase of Securities Being Offered . . Purchases; Valuation of Shares; Management
8. Redemption of Repurchase . . . . . . . . Redemptions
9. Pending Legal Proceedings . . . . . . . . Not Applicable
Part B Item No. and Caption Statement of Additional Information Caption
--------------------------- -------------------------------------------
10. Cover page . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . Not Applicable
13. Investment Objective and Policies . . . . Investment Policies and Restrictions; Hedging and Related
Income Strategies; Portfolio Transactions
14. Management of the Fund . . . . . . . . . Trustees and Officers
15. Control Persons and Principal Holders of Trustees and Officers
Securities . . . . . . . . . . . . . . .
16. Investment Advisory and Other Services . Investment Advisory and Distribution Arrangements; Other
Information
17. Brokerage Allocation . . . . . . . . . . Portfolio Transactions
18. Capital Stock and Other Securities . . . Other Information
19. Purchase, Redemption and Pricing of Valuation of Shares
Securities Being Offered . . . . . . . .
20. Tax Status . . . . . . . . . . . . . . . Taxes
<PAGE>
21. Underwriters . . . . . . . . . . . . . . Investment Advisory and Distribution Arrangements
22. Calculation of Performance Data . . . . . Performance Information
23. Financial Statements . . . . . . . . . . Financial Statements
</TABLE>
<PAGE>
PAINEWEBBER SECURITIES TRUST:
PaineWebber Small Cap Fund
(Class A, B and C Shares)
Form N-1A Cross Reference Sheet
<TABLE>
<CAPTION>
Part A Item No. and Caption Prospectus Caption
--------------------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . The Funds at a Glance; Expense Table
3. Condensed Financial Information . . . . . Financial Highlights; Performance
4. General Description of Registrant . . . . The Funds at a Glance; Investment Objective & Policies;
Investment Philosophy & Process; The Funds' Investments;
General Information
5. Management of the Fund . . . . . . . . . Management; General Information
6. Capital Stock and Other Securities . . . Cover Page; Flexible Pricing; Dividends and Taxes; General
Information
7. Purchase of Securities Being Offered . . Flexible Pricing; How to Buy Shares; Other Services;
Determining the Shares' Net Asset Value
8. Redemption of Repurchase . . . . . . . . How to Sell Shares; Other Services
9. Pending Legal Proceedings . . . . . . . . Not Applicable
Part B Item No. and Caption Statement of Additional Information Caption
--------------------------- -------------------------------------------
10. Cover page . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . Not Applicable
13. Investment Objective and Policies . . . . Investment Policies and Restrictions; Hedging Strategies;
Portfolio Transactions
14. Management of the Fund . . . . . . . . . Trustees and Officers; Principal Shareholders
15. Control Persons and Principal Holders of Trustees and Officers; Principal Shareholders
Securities . . . . . . . . . . . . . . .
16. Investment Advisory and Other Services . Investment Advisory and Distribution Arrangements; Other
Information
17. Brokerage Allocation . . . . . . . . . . Portfolio Transactions
18. Capital Stock and Other Securities . . . Conversion of Class B Shares; Other Information
<PAGE>
19. Purchase, Redemption and Pricing of Reduced Sales Charges, Additional Exchange and Redemption
Securities Being Offered . . . . . . . . Information and Other Services; Valuation of Shares
20. Tax Status . . . . . . . . . . . . . . . Taxes
21. Underwriters . . . . . . . . . . . . . . Investment Advisory and Distribution Arrangements
22. Calculation of Performance Data . . . . . Performance Information
23. Financial Statements . . . . . . . . . . Financial Statements
</TABLE>
<PAGE>
PAINEWEBBER SECURITIES TRUST:
PaineWebber Small Cap Fund
(Class Y Shares)
Form N-1A Cross Reference Sheet
<TABLE>
<CAPTION>
Part A Item No. and Caption Prospectus Caption
--------------------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . Expense Table
3. Condensed Financial Information . . . . . Performance
4. General Description of Registrant . . . . The Funds at a Glance; Investment Objective & Policies;
Investment Philosophy & Process; The Funds' Investments;
General Information
5. Management of the Fund . . . . . . . . . Management; General Information
6. Capital Stock and Other Securities . . . Cover Page; Dividends and Taxes; General Information
7. Purchase of Securities Being Offered . . How to Buy Shares; Determining the Shares' Net Asset Value
8. Redemption of Repurchase . . . . . . . . How to Sell Shares; Other Services
9. Pending Legal Proceedings . . . . . . . . Not Applicable
Part B Item No. and Caption Statement of Additional Information Caption
--------------------------- -------------------------------------------
10. Cover page . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . Not Applicable
13. Investment Objective and Policies . . . . Investment Policies and Restrictions; Hedging Strategies;
Portfolio Transactions
14. Management of the Fund . . . . . . . . . Trustees and Officers
15. Control Persons and Principal Holders of
Securities . . . . . . . . . . . . . . . Trustees and Officers
16. Investment Advisory and Other Services . Investment Advisory and Distribution Arrangements; Other
Information
17. Brokerage Allocation . . . . . . . . . . Portfolio Transactions
18. Capital Stock and Other Securities . . . Other Information
<PAGE>
19. Purchase, Redemption and Pricing of Valuation of Shares
Securities Being Offered . . . . . . . .
20. Tax Status . . . . . . . . . . . . . . . Taxes
21. Underwriters . . . . . . . . . . . . . . Investment Advisory and Distribution Arrangements
22. Calculation of Performance Data . . . . . Performance Information
23. Financial Statements . . . . . . . . . . Financial Statements
</TABLE>
Part C
Information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C of this Registration
Statement.
<PAGE>
PART C. OTHER INFORMATION
--------------------------
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements: (previously filed)
PaineWebber Strategic Income Fund
---------------------------------
Included in Part A of this Registration Statement:
Financial Highlights for one Class A, Class B and Class C
share of the Fund for the fiscal year ended January 31,
1996 and the fiscal period February 7, 1994 to January
31, 1995.
Included in Part B of this Registration Statement through
incorporation by reference from the Annual Report to
Shareholders, previously filed with the Securities and Exchange
Commission through EDGAR on April 3, 1996, (Accession No.
0000950130-96-001133):
Portfolio of Investments at January 31, 1996.
Statement of Assets and Liabilities at January 31, 1996.
Statement of Operations for the fiscal year ended January
31, 1996.
Statement of Changes in Net Assets for the fiscal year
ended January 31, 1996 and the period February 7, 1994 to
January 31, 1995.
Notes to Financial Statements.
Financial Highlights for one Class A, Class B and Class C
share of the Fund for the fiscal year ended January 31,
1996 and the period February 7, 1994 to January 31, 1995.
Report of Price Waterhouse LLP, Independent Accountants,
dated March 22, 1996.
PaineWebber Small Cap Fund
--------------------------
Included in Part A of this Registration Statement:
C-1
<PAGE>
Financial Highlights for one Class A, Class B and Class C
share of the Fund for the six months ended January 31,
1996 (unaudited).
Financial Highlights for one Class A, Class B and Class C
share of the Fund for the fiscal year ended July 31,
1995, the period February 1, 1994 to July 31, 1994 and
the year ended January 31, 1994.
Included in Part B of this Registration Statement through
incorporation by reference from the Semi-Annual Report to
Shareholders, as filed with the SEC through EDGAR on April 2,
1996, Accession No. 0000950130-96-001115:
Portfolio of Investments at January 31, 1996 (unaudited).
Statement of Assets and Liabilities at January 31, 1996
(unaudited).
Statement of Changes in Net Assets for the six months
ended January 31, 1996 (unaudited).
Statement of Operations for the six months ended January
31, 1996 (unaudited).
Notes to Financial Statements (unaudited).
Financial Highlights for one Class A, Class B and Class C
share of the Fund for the six months ended January 31,
1996 (unaudited).
Included in Part B of this Registration Statement through
incorporation by reference from the Annual Report to Shareholders
previously filed with the Securities and Exchange Commission
through EDGAR on October 5, 1995 (Accession No. 0000950130-95-
001994):
Portfolio of Investments at July 31, 1995.
Statement of Assets and Liabilities at July 31, 1995.
Statement of Operations for the fiscal year ended July
31, 1995.
Statement of Changes in Net Assets for the fiscal year
ended July 31, 1995 and the period February 1, 1994 to
July 31, 1994.
Notes to Financial Statements.
C-2
<PAGE>
Financial Highlights for one Class A, Class B and Class C
share of the Fund for the fiscal year ended July 31,
1995, the period February 1, 1994 to July 31, 1994 and
the year ended January 31, 1994.
Report of Price Waterhouse LLP, Independent Accountants,
dated September 20, 1995.
C-3
<PAGE>
(b) Exhibits:
(1) (a) Declaration of Trust 1/
(b) Amendment effective December 10, 1992 to
Declaration of Trust 2/
(c) Amendment effective November 29, 1993 to
Declaration of Trust 6/
(d) Amendment effective July 20, 1995 to Declaration
of Trust 13/
(e) Amendment effective November 10, 1995 to
Declaration of Trust 13/
(2) (a) By-Laws 1/
(b) Amendment dated September 28, 1994 to By-Laws 8/
(3) Voting trust agreement - none
(4) Instruments defining the rights of holders of
Registrant's shares of beneficial interest 9/
(5) (a) Investment Advisory and Administration Contract
4/
(b) Fee Agreement with respect to PaineWebber
Strategic Income Fund 6/
(6) (a) Distribution Contract with respect to Class A
Shares 5/
(b) Distribution Contract with respect to Class B
Shares 5/
(c) Distribution Contract with respect to Class C
Shares 10/
(d) Distribution Contract with respect to Class Y
Shares 13/
(e) Exclusive Dealer Agreement with respect to Class
A Shares 5/
(f) Exclusive Dealer Agreement with respect to Class
B Shares 5/
(g) Exclusive Dealer Agreement with respect to Class
C Shares 10/
(h) Exclusive Dealer Agreement with respect to Class
Y Shares 13/
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 5/
(9) Form of Transfer Agency Agreement 7/
(10) (a) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class A, B and C shares of PaineWebber Small Cap
Fund 3/
(b) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class A, B and C shares of PaineWebber Strategic
Income Fund 5/
(c) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class Y shares of PaineWebber Strategic Income
C-4
<PAGE>
Fund 13/
(d) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class Y shares of PaineWebber Small Cap Fund 14/
(11) Other opinions, appraisals, rulings and consents:
Accountants' consents (previously filed)
(12) Financial Statements omitted from Part B - none
(13) Letter of investment intent 3/
(14) Prototype Retirement Plan - none
(15) (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/
(d) Addendum to Plan of Distribution pursuant to Rule
12b-1 with respect to Class C Shares of
PaineWebber Strategic Income Fund 6/
(16) (a) Schedule for Computation of Performance
Quotations for PaineWebber Small Cap Fund 6/
(b) Schedule of Computation of Performance Quotations
for PaineWebber Strategic Income Fund 8/
(17) and
(27) Financial Data Schedule (previously filed)
(18) Plan Pursuant to Rule 18f-3 (filed herewith)
_____________
1/ Incorporated by reference from Registrant's initial Registration
Statement, SEC File No. 33-55374, filed December 3, 1992.
2/ Incorporated by reference from Pre-Effective Amendment No. 1 to
the Registration Statement, SEC File No. 33-55374, filed January
7, 1993.
3/ Incorporated by reference from Pre-Effective Amendment No. 2 to
the Registration Statement, SEC File No. 33-55374, filed January
28, 1993.
4/ Incorporated by reference from Post-Effective Amendment No. 1 to
the Registration Statement, SEC File No. 33-55374, filed August
13, 1993.
5/ Incorporated by reference from Post-Effective Amendment No. 2 to
the Registration Statement, SEC File No. 33-55374, filed November
29, 1993.
6/ Incorporated by reference from Post-Effective Amendment No. 3 to
C-5
<PAGE>
the Registration Statement, SEC File No. 33-55374, filed June 1,
1994.
7/ Incorporated by reference from Post-Effective Amendment No. 6 to
the Registration Statement, SEC File No. 33-55374, filed December
1, 1994.
8/ Incorporated by reference from Post-Effective Amendment No. 7 to
the Registration Statement, SEC File No. 33-55374, filed June 1,
1995.
9/ Incorporated by reference from Articles III, VIII, IX, X and XI
of Registrant's Declaration of Trust, as amended effective
December 10, 1992, November 29, 1993, July 20, 1995 and November
10, 1995, and from Articles II, VII and X of Registrant's By-
Laws, as amended September 28, 1994.
10/ Incorporated by reference from Post-Effective Amendment No. 8 to
the Registration Statement, SEC File No. 33-55374, filed
November 14, 1995.
11/ Incorporated by reference from Post-Effective Amendment No. 9 to
the Registration Statement, SEC File No. 33-55474, filed April 4,
1996.
12/ Incorporated by reference from Post-Effective Amendment No. 10 to
the Registration Statement, SEC File No. 33-55474, filed
April 26, 1996.
13/ Incorporated by reference from Post-Effective Amendment No. 13 to
the Registration Statement, SEC File No. 33-55474, filed May 31,
1996.
14/ Incorporated by reference from Post-Effective Amendment No. 14 to
the Registration Statement, SEC File No. 33-55474, filed June 28,
1996.
Item 25. Persons Controlled by or under Common Control with
--------------------------------------------------
Registrant
----------
None
C-6
<PAGE>
Item 26. Number of Holders of Securities
-------------------------------
<TABLE>
<CAPTION>
Number of Record Holders as of
Title of Class August 30, 1996
-------------- ---------------
<S> <C>
Shares of beneficial interest,
par value $0.001 per share, in
PaineWebber Small Cap Fund
Class A Shares 2,891
Class B Shares 4,704
Class C Shares 2,239
Class Y Shares 264
PaineWebber Strategic Income Fund
Class A Shares 737
Class B Shares 2,428
Class C Shares 1,034
Class Y Shares 0
</TABLE>
Item 27. Indemnification
---------------
Section 3 of Article X of the Declaration of Trust,
"Indemnification," provides that the appropriate series of the Registrant
will indemnify the trustees and officers of the Registrant to the fullest
extent permitted by law against claims and expenses asserted against or
incurred by them by virtue of being or having been a trustee or officer;
provided that no such person shall be indemnified where there has been an
adjudication or other determination, as described in Article X, that such
person is liable to the Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office or did not act in
C-7
<PAGE>
good faith in the reasonable belief that his action was in the best
interest of the Registrant. Section 3 of Article X also provides that the
Registrant may maintain insurance policies covering such rights of
indemnification.
Additionally, "Limitation of Liability" in Article X of the
Declaration of Trust provides that the trustees or officers of the
Registrant shall not be personally liable to any person extending credit
to, contracting with or having a claim against the Registrant or a
particular series; and that, provided they have exercised reasonable care
and have acted under the reasonable belief that their actions are in the
best interest of the Registrant, the trustees and officers shall not be
liable for neglect or wrongdoing by them or any officer, agent, employee
or investment adviser of the Registrant.
Section 2 of Article XI of the Declaration of Trust additionally
provides that, subject to the provisions of Section 1 of Article XI and to
Article X, trustees shall not be liable for errors of judgement or
mistakes of fact or law, for any act or omission in accordance with advice
of counsel or other experts, or for failing to follow such advice, with
respect to the meaning and operation of the Declaration of Trust.
Article IX of the By-Laws provides that the Registrant may
purchase and maintain insurance on behalf of any person who is or was a
trustee, officer or employee of the Registrant, or is or was serving at
the request of the Registrant as a trustee, officer or employee of a
corporation, partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such liability to
the Registrant or its shareholders, provided that the Registrant may not
purchase or maintain insurance that protects any such person against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office.
Section 9 of the Investment Advisory and Administration Contract
with Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins")
provides that Mitchell Hutchins shall not be liable for any error of
judgment or mistake of law or for any loss suffered by any series of the
Registrant in connection with the matters to which the Contract relates,
except for a loss resulting from the 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 10 of the Contract provides that the Trustees shall not
be liable for any obligations of the Trust or any series under the
Contract and that Mitchell Hutchins shall look only to the assets and
property of the Registrant in settlement of such right or claim and not to
the assets and property of the Trustees.
Section 9 of each Distribution Contract provides that the Trust
will indemnify Mitchell Hutchins and its officers, directors and
C-8
<PAGE>
controlling persons against all liabilities arising from any alleged
untrue statement of material fact in the Registration Statement or from
any 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 Trust 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 hold the Trust, its officers and Trustees 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 the Contract. Section 10 of each Distribution Contract
contains provisions similar to Section 10 of the Investment Advisory and
Administration Contract, with respect to Mitchell Hutchins and
PaineWebber, as appropriate.
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 trustees, 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 trustee, 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 trustee, 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 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
Mitchell Hutchins, a Delaware corporation, is a registered
C-9
<PAGE>
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 29. 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 INCOME FUND INC.
MANAGED HIGH YIELD FUND INC.
PAINEWEBBER AMERICA FUND
PAINEWEBBER FINANCIAL SERVICES GROWTH FUND INC.
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
PAINEWEBBER MUTUAL FUND TRUST
PAINEWEBBER OLYMPUS FUND
PAINEWEBBER SECURITIES TRUST
PAINEWEBBER SERIES TRUST
STRATEGIC GLOBAL INCOME FUND, INC.
TRIPLE A AND GOVERNMENT SERIES - 1997, INC.
2002 TARGET TERM TRUST INC.
b) Mitchell Hutchins is the Registrant's principal underwriter.
PaineWebber acts as exclusive dealer of the Registrant's shares. 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 trustees or officers
of the Registrant:
C-10
<PAGE>
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices With
Business Address With Registrant Underwriter or Exclusive Dealer
---------------- --------------- -------------------------------
<S> <C> <C>
Margo N. Alexander Trustee and President President, Chief Executive Officer and
1285 Avenue of the Americas (Chief Executive a director of Mitchell Hutchins;
New York, NY 10019 Officer) Executive Vice President and a
director of PaineWebber
Mary C. Farrell Trustee Managing Director, Senior Investment
1285 Avenue of the Americas Strategist and Member of the
New York, NY 10019 Investment Policy Committee of
PaineWebber
Teresa M. Boyle Vice President First Vice President and Manager -
1285 Avenue of the Americas Advisory Administration of Mitchell
New York, NY 10019 Hutchins
Donald R. Jones Vice President First Vice President and a Portfolio
1285 Avenue of the Americas Manager of Mitchell Hutchins
New York, NY 10019
Thomas J. Libassi Vice President Senior Vice President and a Portfolio
1285 Avenue of the Americas Manager of Mitchell Hutchins
New York, NY 10019
C. William Maher Vice President and First Vice President and a Senior
1285 Avenue of the Americas Assistant Treasurer Manager of the Mutual Fund Finance
New York, NY 10019 Division of Mitchell Hutchins
Dennis McCauley Vice President Managing Director and Chief Investment
1285 Avenue of the Americas Officer - Fixed Income of Mitchell
New York, NY 10019 Hutchins
Ann E. Moran Vice President and Vice President of Mitchell Hutchins
1285 Avenue of the Americas Assistant Treasurer
New York, NY 10019
Dianne E. O'Donnell Vice President and Senior Vice President and Deputy
1285 Avenue of the Americas Secretary General Counsel of Mitchell Hutchins
New York, NY 10019
Victoria E. Schonfeld Vice President Managing Director and General Counsel
1285 Avenue of the Americas of Mitchell Hutchins
New York, NY 10019
Paul H. Schubert Vice President and First Vice President and a Senior
1285 Avenue of the Americas Assistant Treasurer Manager of the Mutual Fund Finance
New York, NY 10019 Division of Mitchell Hutchins
C-11
<PAGE>
Name and Principal Positions and Offices Positions and Offices With
Business Address With Registrant Underwriter or Exclusive Dealer
---------------- --------------- -------------------------------
<S> <C> <C>
Nirmal Singh Vice President First Vice President and a Portfolio
1285 Avenue of the Americas Manager of Mitchell Hutchins
New York, NY 10019
Julian F. Sluyters Vice President and Senior Vice President and Director of
1285 Avenue of the Americas Treasurer the Mutual Fund Finance Division of
New York, NY 10019 Mitchell Hutchins
Mark A. Tincher Vice President Managing Director and Chief Investment
1285 Avenue of the Americas Officer - U.S. Equity Investments of
New York, NY 10019 Mitchell Hutchins
Craig Varrelman Vice President First Vice President and a Portfolio
1285 Avenue of the Americas Manager of Mitchell Hutchins
New York, NY 10019
Stuart Waugh Vice President Managing Director and a Portfolio
1285 Avenue of the Americas Manager of Mitchell Hutchins
New York, NY 10019
Keith A. Weller Vice President and First Vice President and Associate
1285 Avenue of the Americas Assistant Secretary General Counsel of Mitchell Hutchins
New York, NY 10019
</TABLE>
c) None
Item 30. 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 Registrant's Investment Adviser,
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 31. Management Services
-------------------
Not applicable.
C-12
<PAGE>
Item 32. Undertakings
------------
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders upon request and without charge.
C-13
<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 pursuant to Rule 485(b) under the Securities
Act of 1933 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 20th day of September, 1996.
PAINEWEBBER SECURITIES TRUST
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 Trustee September 20, 1996
----------------------------- (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman September 20, 1996
----------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Trustee September 20, 1996
-----------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Trustee September 20, 1996
-----------------------------
Richard R. Burt *
/s/ Mary C. Farrell Trustee September 20, 1996
-----------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Trustee September 20, 1996
-----------------------------
Meyer Feldberg *
/s/ George W. Gowen Trustee September 20, 1996
-----------------------------
George W. Gowen *
<PAGE>
/s/ Frederic V. Malek Trustee September 20, 1996
-----------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Trustee September 20, 1996
-----------------------------
Carl W. Schafer *
/s/ John R. Torell III Trustee September 20, 1996
-----------------------------
John R. Torell III *
/s/ Julian F. Sluyters Vice President and Treasurer September 20, 1996
----------------------------- (Chief Financial and Accounting
Julian F. Sluyters Officer)
</TABLE>
SIGNATURES (Continued)
* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 21, 1996 and incorporated by reference from
Post-Effective Amendment No. 30 to the registration statement of
PaineWebber Managed Municipal Trust, SEC File No. 2-89016, filed
June 27, 1996.
<PAGE>
PAINEWEBBER SECURITIES TRUST
EXHIBIT INDEX
-------------
Exhibit
Number
------
(b) Exhibits:
(1) (a) Declaration of Trust 1/
(b) Amendment effective December 10, 1992 to
Declaration of Trust 2/
(c) Amendment effective November 29, 1993 to
Declaration of Trust 6/
(d) Amendment effective July 20, 1995 to Declaration
of Trust 13/
(e) Amendment effective November 10, 1995 to
Declaration of Trust 13/
(2) (a) By-Laws 1/
(b) Amendment dated September 28, 1994 to By-Laws 8/
(3) Voting trust agreement - none
(4) Instruments defining the rights of holders of
Registrant's shares of beneficial interest 9/
(5) (a) Investment Advisory and Administration Contract
4/
(b) Fee Agreement with respect to PaineWebber
Strategic Income Fund 6/
(6) (a) Distribution Contract with respect to Class A
Shares 5/
(b) Distribution Contract with respect to Class B
Shares 5/
(c) Distribution Contract with respect to Class C
Shares 10/
(d) Distribution Contract with respect to Class Y
Shares 13/
(e) Exclusive Dealer Agreement with respect to Class
A Shares 5/
(f) Exclusive Dealer Agreement with respect to Class
B Shares 5/
(g) Exclusive Dealer Agreement with respect to Class
C Shares 10/
(h) Exclusive Dealer Agreement with respect to Class
Y Shares 13/
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 5/
(9) Form of Transfer Agency Agreement 7/
(10) (a) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class A, B and C shares of PaineWebber Small Cap
Fund 3/
(b) Opinion and consent of Kirkpatrick & Lockhart
<PAGE>
LLP, counsel to the Registrant, with respect to
Class A, B and C shares of PaineWebber Strategic
Income Fund 5/
(c) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class Y shares of PaineWebber Strategic Income
Fund 13/
(d) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class Y shares of PaineWebber Small Cap Fund 14/
(11) Other opinions, appraisals, rulings and consents:
Accountants' consents (previously filed)
(12) Financial Statements omitted from Part B - none
(13) Letter of investment intent 3/
(14) Prototype Retirement Plan - none
(15) (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/
(d) Addendum to Plan of Distribution pursuant to Rule
12b-1 with respect to Class C Shares of
PaineWebber Strategic Income Fund 6/
(16) (a) Schedule for Computation of Performance
Quotations for PaineWebber Small Cap Fund 6/
(b) Schedule of Computation of Performance Quotations
for PaineWebber Strategic Income Fund 8/
(17) and
(27) Financial Data Schedule (previously filed)
(18) Plan Pursuant to Rule 18f-3 (filed herewith)
_____________
1/ Incorporated by reference from Registrant's initial Registration
Statement, SEC File No. 33-55374, filed December 3, 1992.
2/ Incorporated by reference from Pre-Effective Amendment No. 1 to
the Registration Statement, SEC File No. 33-55374, filed January
7, 1993.
3/ Incorporated by reference from Pre-Effective Amendment No. 2 to
the Registration Statement, SEC File No. 33-55374, filed January
28, 1993.
4/ Incorporated by reference from Post-Effective Amendment No. 1 to
the Registration Statement, SEC File No. 33-55374, filed August
13, 1993.
<PAGE>
5/ Incorporated by reference from Post-Effective Amendment No. 2 to
the Registration Statement, SEC File No. 33-55374, filed November
29, 1993.
6/ Incorporated by reference from Post-Effective Amendment No. 3 to
the Registration Statement, SEC File No. 33-55374, filed June 1,
1994.
7/ Incorporated by reference from Post-Effective Amendment No. 6 to
the Registration Statement, SEC File No. 33-55374, filed December
1, 1994.
8/ Incorporated by reference from Post-Effective Amendment No. 7 to
the Registration Statement, SEC File No. 33-55374, filed June 1,
1995.
9/ Incorporated by reference from Articles III, VIII, IX, X and XI
of Registrant's Declaration of Trust, as amended effective
December 10, 1992, November 29, 1993, July 20, 1995 and November
10, 1995, and from Articles II, VII and X of Registrant's By-
Laws, as amended September 28, 1994.
10/ Incorporated by reference from Post-Effective Amendment No. 8 to
the Registration Statement, SEC File No. 33-55374, filed November
14, 1995.
11/ Incorporated by reference from Post-Effective Amendment No. 9 to
the Registration Statement, SEC File No. 33-55474, filed April 4,
1996.
12/ Incorporated by reference from Post-Effective Amendment No. 10 to
the Registration Statement, SEC File No. 33-55474, filed April
26, 1996.
13/ Incorporated by reference from Post-Effective Amendment No. 13 to
the Registration Statement, SEC File No. 33-55474, filed May 31,
1996.
14/ Incorporated by reference from Post-Effective Amendment No. 14 to
the Registration Statement, SEC File No. 33-55474, filed June 28,
1996.
<PAGE>
<PAGE>
EXHIBIT 18
PAINEWEBBER SECURITIES TRUST
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
PaineWebber Securities Trust hereby adopts this amended and
restated Multiple Class Plan pursuant to Rule 18f-3 under the Investment
Company Act of 1940, as amended ("1940 Act") on behalf of its current
operating series, PaineWebber Small Cap Fund and PaineWebber Strategic
Income Fund, and any series that may be established in the future
(referred to hereinafter collectively as the "Funds" and individually as a
"Fund").
A. GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED:
-----------------------------------------------
1. CLASS A SHARES. Class A shares of each Fund are sold
to the general public subject to an initial sales charge. The initial
sales charge for each Fund is waived for certain eligible purchasers and
reduced or waived for certain large volume purchases.
The maximum sales charge is 4% of the public offering price for
Class A shares of a Fund that invests primarily in debt securities.
The maximum sales charge is 4.5% of the public offering price for
Class A shares of a Fund that invests primarily in equity securities or a
combination of equity and debt securities.
Class A shares of each Fund are subject to an annual service fee
of .25% of the average daily net assets of the Class A shares of each Fund
paid pursuant to a plan of distribution adopted pursuant to Rule 12b-1
under the 1940 Act.
Class A shares of each Fund will be subject to a contingent
deferred sales charge ("CDSC") on redemptions of shares (i) purchased
without an initial sales charge due to a sales charge waiver for purchases
of $1 million or more and (ii) held less than one year. The Class A CDSC
is equal to 1% of the lower of: (i) the net asset value of the shares at
the time of purchase or (ii) the net asset value of the shares at the time
of redemption. Class A shares of each Fund held one year or longer and
Class A shares of each Fund acquired through reinvestment of dividends or
capital gains distributions on shares otherwise subject to a Class A CDSC
are not subject to the CDSC. The CDSC for Class A shares of each Fund
shall not apply to shares purchased prior to November 10, 1995 and will be
waived under certain circumstances.
2. CLASS B SHARES. Class B shares of each Fund are sold
to the general public subject to a CDSC, but without imposition of an
initial sales charge.
The maximum CDSC for Class B shares of each Fund is equal to 5%
of the lower of: (i) the net asset value of the shares at the time of
<PAGE>
PaineWebber Securities Trust
Multiple Class Plan
Page 2
purchase or (ii) the net asset value of the shares at the time of
redemption.
Class B shares of each Fund held six years or longer and Class B
shares of each Fund acquired through reinvestment of dividends or capital
gains distributions are not subject to the CDSC.
Class B shares of each Fund are subject to an annual service fee
of .25% of average daily net assets and a distribution fee of .75% of
average daily net assets of the Class B shares of each Fund, each paid
pursuant to a plan of distribution adopted pursuant to Rule 12b-1 under
the 1940 Act.
Class B shares of each Fund convert to Class A shares
approximately six years after issuance at relative net asset value.
3. CLASS C SHARES. Class C shares of each Fund are sold
to the general public without imposition of a sales charge.
Class C shares of a Fund that invests primarily in equity
securities or a combination of equity and debt securities are subject to
an annual service fee of .25% of average daily net assets and a
distribution fee of .75% of average daily net assets of Class C shares of
such Fund, each pursuant to a plan of distribution adopted pursuant to
Rule 12b-1 under the 1940 Act.
Class C shares of a Fund that invests primarily in debt
securities are subject to an annual service fee of .25% of average daily
net assets and a distribution fee of .50% of average daily net assets of
Class C shares of such Fund, each pursuant to a plan of distribution
adopted pursuant to Rule 12b-1 under the 1940 Act.
Class C shares of a Fund that invests primarily in debt
securities will be subject to a CDSC on redemptions of Class C shares held
less than one year equal to .75% of the lower of: (i) the net asset value
of the shares at the time of purchase or (ii) the net asset value of the
shares at the time of redemption; provided that such CDSC shall not apply
to Class C shares purchased prior to November 10, 1995.
Class C shares of a Fund that invests primarily in equity
securities or in a combination of equity and debt securities will be
subject to a CDSC on redemptions of Class C shares held less than one year
equal to 1% of the lower of: (i) the net asset value of the shares at the
time of purchase or (ii) the net asset value of the shares at the time of
redemption; provided that such CDSC shall not apply to Class C shares
purchased prior to November 10, 1995.
Class C shares of each Fund held one year or longer and Class C
shares of each Fund acquired through reinvestment of dividends or capital
<PAGE>
PaineWebber Securities Trust
Multiple Class Plan
Page 3
gains distributions are not subject to the CDSC. The CDSC for Class C
shares of each Fund will be waived under certain circumstances.
4. CLASS Y SHARES. Class Y shares are sold without
imposition of an initial sales charge or CDSC and are not subject to any
service or distribution fees.
Class Y shares of each Fund are available for purchase only by:
(i) employee benefit and retirement plans, other than individual
retirement accounts and self-employed retirement plans, of Paine Webber
Group Inc. and its affiliates; (ii) certain unit investment trusts
sponsored by PaineWebber Incorporated ("PaineWebber"); (iii) participants
in certain investment programs that are currently, or will in the future
be, sponsored by PaineWebber or its affiliates and that charge a separate
fee for program services, provided that shares are purchased through or in
connection with such programs; (iv) the holders of Class Y shares of any
former Mitchell Hutchins/Kidder Peabody ("MH/KP") mutual fund, provided
that such shares are issued in connection with the reorganization of a
MH/KP mutual fund into that Fund; (v) investors purchasing $10,000,000 or
more at one time in any combination of PaineWebber proprietary funds in
the Flexible Pricing System; (vi) an employee benefit plan qualified under
section 401 (including a salary reduction plan qualified under section
401(k)) or section 403(b) of the Internal Revenue Code (each an "employee
benefit plan"), provided that such employee benefit plan has 5,000 or more
eligible employees; (vii) an employee benefit plan with assets of
$50,000,000 or more; and (viii) any investment company advised by
PaineWebber or its affiliates.
B. EXPENSE ALLOCATIONS OF EACH CLASS:
---------------------------------
Certain expenses may be attributable to a particular Class of
shares of each Fund ("Class Expenses"). Class Expenses are charged
directly to the net assets of the particular Class and, thus, are borne on
a pro rata basis by the outstanding shares of that Class.
In addition to the distribution and service fees described above,
each Class may also pay a different amount of the following other
expenses:
(1) printing and postage expenses related to
preparing and distributing materials
such as shareholder reports,
prospectuses, and proxies to current
shareholders of a specific Class;
(2) Blue Sky registration fees incurred by a specific
Class of shares;
<PAGE>
PaineWebber Securities Trust
Multiple Class Plan
Page 4
(3) SEC registration fees incurred by a specific
Class of shares;
(4) expenses of administrative personnel and services
required to support the shareholders of a
specific Class of shares;
(5) Trustees' fees incurred as a result of issues
relating to a specific Class of shares;
(6) litigation expenses or other legal expenses
relating to a specific Class of shares; and
(7) transfer agent fees identified as being
attributable to a specific Class.
C. EXCHANGE PRIVILEGES:
-------------------
Class A, Class B and Class C shares of each Fund may be exchanged
for shares of the corresponding Class of other PaineWebber mutual funds
and MH/KP mutual funds, or may be acquired through an exchange of shares
of the corresponding Class of those funds. Class Y shares of the Funds
are not exchangeable.
These exchange privileges may be modified or terminated by a
Fund, and exchanges may only be made into funds that are legally
registered for sale in the investor's state of residence.
D. CLASS DESIGNATION:
-----------------
Subject to approval by the Board of Trustees of PaineWebber
Securities Trust, a Fund may alter the nomenclature for the designations
of one or more of its classes of shares.
E. ADDITIONAL INFORMATION:
----------------------
This Multiple Class Plan is qualified by and subject to the terms
of the then current prospectus for the applicable Classes; provided,
however, that none of the terms set forth in any such prospectus shall be
inconsistent with the terms of the Classes contained in this Plan. The
prospectus for each Fund contains additional information about the Classes
and each Fund's multiple class structure.
<PAGE>
PaineWebber Securities Trust
Multiple Class Plan
Page 5
F. DATE OF EFFECTIVENESS:
---------------------
This Multiple Class Plan is effective as of the date hereof,
provided that this Plan shall not become effective with respect to any
Fund unless such action has first been approved by the vote of a majority
of the Board and by vote of a majority of those trustees of the Fund who
are not interested persons of PaineWebber Securities Trust.
July 24, 1996
<PAGE>
