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, New York 10019
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2. Name of each series or class of funds for which this notice is filed:
PaineWebber Small Cap Fund
(Class A, B, C and Y 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:
July 31, 1997
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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:
1,667,689 shares representing $19,032,181
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal
year:
2,142,318 shares representing $24,325,133 (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:
1,865,743 shares representing $21,304,620
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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):
276,575 shares representing $3,020,513
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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): $21,304,620
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 3,020,513
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 24,325,133
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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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(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/ Ann E. Moran
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Ann E. Moran
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Vice President & Assistant Treasurer
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Date: September 25, 1997
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036-1800
Telephone (202) 778-9000
September 25, 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 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 of beneficial interest of one of
its series, PaineWebber Small Cap Fund, which it has registered thereunder and
under the Securities Act of 1933, as amended ("1933 Act"), and which were sold
by that series during the fiscal year ended July 31, 1997.
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 its Declaration of Trust and By-Laws, 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 series of the Trust sold during
the fiscal year ended July 31, 1997, 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 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.
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PaineWebber Securities Trust
September 2_, 1997
Page 3
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
