U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
PaineWebber Securities Trust
1285 Avenue of the Americas
New York, NY 10019
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2. Name of each series or class of funds for which this notice
is filed:
PaineWebber Strategic Income Fund
(Class A, B and C shares)
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3. Investment Company Act File Number:
811-7374
Securities Act File Number:
33-55374
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4. Last day of fiscal year for which this notice is filed:
November 30, 1996
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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):
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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:
None
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8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
764,647 shares representing $6,792,678
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<PAGE>
9. Number and aggregate sale price of securities sold during
the fiscal year:
927,904 shares representing $8,346,992 (including shares
issued in connection with dividend reinvestment plans)
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
706,766 shares representing $6,365,224
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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):
221,138 shares representing $1,981,768
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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): $ 6,365,224
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 1,981,768
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 8,346,992
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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): + 0
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(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
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<PAGE>
(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%
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(vii) Fee due (line (1) or
line (v) multiplied by
line (vi) $ 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).
/-/
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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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
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Vice President & Asst Treasurer
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Date January 28, 1997
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KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
WASHINGTON, D.C. 20036-1800
TELEPHONE 202-778-9000
January 28, 1997
PaineWebber Securities Trust:
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Securities Trust ("Trust") is an unincorporated voluntary
association organized under the laws of the Commonwealth of Massachusetts on
December 3, 1992. 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
which it has registered under the Securities Act of 1933, as amended ("1933
Act"), and which were sold during the fiscal year ended November 30, 1996 of one
of its series, PaineWebber Strategic Income Fund ("Fund").
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 above-referenced Fund sold during the fiscal year ended November 30, 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 the 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, contract, certificate, undertaking or
instrument made or issued by the officers or 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 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
By:/s/ Elinor W. Gammon
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Elinor W. Gammon
