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FORM 24F-2
UST MASTER VARIABLE SERIES, INC.
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1. Name and Address of issuer:
UST Master Variable Series, Inc.
One Granite Place, Concord, NM 03301
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2. Name of each series or class of funds for which this notice is filed:
Equity Portfolio, Early Life Cycle Portfolio, Intermediate-Term Managed
Income Portfolio, Managed Income Portfolio, International Equity
Portfolio, International Bond Portfolio and Money Portfolio
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3. Investment Company Act File Number: 811-8554
Securities Act File Number: 33-79886
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4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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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 under rule 24f-2(a)(i), if
applicable (see Instruction A.6):
N/A
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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.
N/A
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
N/A
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9. Number and aggregate sale price of securities sold during the fiscal year:
<TABLE>
<CAPTION>
Portfolio Name Shares* Aggregate Dollar Amount
-------------- --------- -----------------------
<S> <C> <C>
Equity 100,000 $ 1,000,000
Early Life Cycle 100,000 1,000,000
Intermediate-Term Managed
Income 100,000 1,000,000
Managed Income 100,000 1,000,000
International Equity 225,000 2,250,000
International Bond 300,000 3,000,000
Money 1,000,000 1,000,000
Totals 1,925,000 $ 10,250,000
</TABLE>
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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:
<TABLE>
<CAPTION>
Portfolio Name Shares* Aggregate Dollar Amount
-------------- --------- -----------------------
<S> <C> <C>
Equity 100,000 $ 1,000,000
Early Life Cycle 100,000 1,000,000
Intermediate-Term Managed
Income 100,000 1,000,000
Managed Income 100,000 1,000,000
International Equity 225,000 2,250,000
International Bond 300,000 3,000,000
Money 1,000,000 1,000,000
Totals 1,925,000 $ 10,250,000
</TABLE>
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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):
<TABLE>
<CAPTION>
Portfolio Name Shares* Aggregate Dollar Amount
-------------- --------- -----------------------
<S> <C> <C>
Equity 0 $ 0
Early Life Cycle 0 0
Intermediate-Term Managed
Income 0 0
Managed Income 0 0
International Equity 0 0
International Bond 0 0
Money 52,098 52,098
Totals 52,098 $ 52,098
</TABLE>
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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): $10,250,000
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 52,098
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 0
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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 (1), plus line (ii), less line
(iii), plus line (iv)] (if applicable): $10,302,098
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1993
or other applicable law or regulation (see Instruction C.6):
X 1/2900
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 3,552.45*
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Instructions: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
* Excludes shares sold to and redeemed by 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. (See Investment Company Act
Rel. No. 21332 (Sept. 1, 1995).)
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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:
February 26, 1996
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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.
Registration Fees for Certain Investment Companies
By: (Signature and Title)* /s/ Shari J. Lease
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Counsel
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Date
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* Please print the name and title of the signing officer below the signature.
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<PAGE>
February 29, 1996
UST Master Variable Series, Inc.
114 West 47th Street
New York, New York 10036
Re: Form 24F-2 Notice for UST Master Variable Series, Inc.
(Registration Nos. 33-79886; 811-8554)
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Gentlemen:
We have acted as counsel for UST Master Variable Series, Inc., a Maryland
corporation (the "Company"), in connection with the filing of its Form 24F-2
dated hereof. We have relied upon information provided to us on behalf of the
Company with respect to the number of its Class A Common Stock, Class B Common
Stock, Class C Common Stock, Class D Common Stock, Class E Common Stock, Class F
Common Stock and Class G Common Stock (collectively, the "Shares") that were
sold or issued during its fiscal year ended December 31, 1995.
In giving the opinion stated below, we have reviewed the Company's Articles
of Incorporation, its Bylaws, resolutions adopted by its Board of Directors and
such other documents and legal and factual matters as we have deemed
appropriate; and we have relied upon a certificate of the Company's transfer
agent as to certain matters including whether at any time during the Company's
fiscal year ended December 31, 1995 the number of issued and outstanding Shares
of any class of the Company's Common Stock exceeded the number of such shares
that the Company was then authorized to issue. We express no opinion concerning
the laws of any jurisdiction other than the Maryland General Corporation Law and
the Federal law of the United States of America.
Based on the foregoing, we are of the opinion that the Shares were, when
issued for payment as described in the Company's prospectus pertaining to said
Shares, legally issued, fully paid and non-assessable by the Company.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Company's Form 24F-2 Notice.
Very truly yours,
/s/ Drinker Biddle & Reath
DRINKER BIDDLE & REATH
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CERTIFICATE
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Chubb Investment Advisory Corporation, as transfer agent for UST Master Variable
Series, Inc. (the "Company"), hereby certifies: that the Company has received
full payment, in accordance with the provisions of its Prospectus, for all
shares the sales of which are reported in the Fund's Rule 24f-2 Notice dated
February 29, 1996, and that the facts otherwise stated in such Notice are true;
that at no time during such fiscal year did the number of issued and outstanding
shares of the Company's Class A Common Stock, Class B Common Stock, Class C
Common Stock, Class D Common Stock, Class E Common Stock, Class F Common Stock
or Class G Common Stock exceed the number of shares of such classes that the
Company was then authorized to issue; and that during such fiscal year the
Company's shares, other than 1,925,000 shares sold to Chubb Life America for its
own account, were exclusively sold to and redeemed by insurance company separate
accounts that issued securities with respect to which registration fees were
paid to the Securities and Exchange Commission pursuant to Section 6(b) of the
Securities Act of 1933.
Chubb Investment Advisory
Corporation
/s/
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Dated: February 29, 1996 Authorized Officer
