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As filed with the Securities and Exchange Commission on September 27, 1996
1933 Act Registration No. 2-91362
1940 Act Registration No. 811-4040
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 45 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No.
(Check appropriate box or boxes.)
PAINEWEBBER MANAGED INVESTMENTS 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.
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)
[ ] On _________________ pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(i)
[ ] On _________________ pursuant to Rule 485(a)(i)
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
[ ] On _________________ pursuant to Rule 485(a)(ii)
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 the most recent fiscal year of PaineWebber Utility Income Fund on May
20, 1996.
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<TABLE>
<CAPTION>
PAINEWEBBER MANAGED INVESTMENTS TRUST
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Securities Being Amount of Shares Offering Price Per Aggregate Offering Amount of
Registered Being Registered Unit Price Registration Fee
________________ ________________ ________________ _________________ _____________
<S> <C> <C> <C> <C>
Shares of
Beneficial
Interest, Par Value
$0.001 of
PaineWebber Utility
Income Fund
561,670 $ 9.76 $290,009* $100.00
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the prices in effect for the Registrant's Class C
shares on September 19, 1996.
_______________________
*Calculation of the proposed maximum aggregate price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During
the fiscal period December 1, 1995 to March 31, 1996 of its series
designated PaineWebber Utility Income Fund ("Utility Income Fund"),
Registrant redeemed or repurchased an aggregate of 900,015 shares of
beneficial interest of Utility Income Fund. During the current fiscal
year of Utility Income Fund, Registrant used 368,059 shares of this amount
for a reduction pursuant to paragraph (c) of Rule 24f-2 under the
Investment Company Act of 1940. Registrant is filing this post-effective
amendment to use the remaining 531,956 shares of the total redemptions and
repurchases of Utility Income Fund during its fiscal period ended March
31, 1996 to reduce the fee that would otherwise be required for the shares
registered hereby. During the current fiscal year of Utility Income Fund,
Registrant has filed no other post-effective amendment with respect to
Utility Income Fund for the purpose of the reduction pursuant to paragraph
(a) of Rule 24e-2.
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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 26th day of September, 1996.
PAINEWEBBER MANAGED INVESTMENTS 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 Sept. 26, 1996
----------------------------- (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman Sept. 26, 1996
----------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Trustee Sept. 26, 1996
-----------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Trustee Sept. 26, 1996
-----------------------------
Richard R. Burt *
/s/ Mary C. Farrell Trustee Sept. 26, 1996
-----------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Trustee Sept. 26, 1996
-----------------------------
Meyer Feldberg *
/s/ George W. Gowen Trustee Sept. 26, 1996
-----------------------------
George W. Gowen *
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/s/ Frederic V. Malek Trustee Sept. 26, 1996
-----------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Trustee Sept. 26, 1996
-----------------------------
Carl W. Schafer *
/s/ John R. Torell III Trustee Sept. 26, 1996
-----------------------------
John R. Torell III *
/s/ Julian F. Sluyters Vice President and Treasurer Sept. 26, 1996
----------------------------- (Chief Financial and Accounting
Julian F. Sluyters Officer)
* 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.
</TABLE>
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Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone 202-778-9000
September 27, 1996
PaineWebber Managed Investments Trust
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Managed Investments Trust ("Trust") is an
unincorporated voluntary association organized under the laws of the
Commonwealth of Massachusetts pursuant to a Declaration of Trust dated
November 21, 1986. We understand that the Trust is about to file Post-
Effective Amendment No. 45 to its Registration Statement on Form N-1A
under the Securities Act of 1933, as amended ("1933 Act"), pursuant to
Section 24(e)(1) of the Investment Company Act of 1940, as amended ("1940
Act"), to register additional shares of PaineWebber Utility Income Fund.
We have, as counsel to the Trust, 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
operations of the Trust, and we generally are familiar with its business
affairs. Based on the foregoing, it is our opinion that the shares of the
PaineWebber Utility Income Fund currently being registered pursuant to
Section 24(e)(1) of the 1940 Act, as reflected in Post-Effective Amendment
No. 45, may be legally and validly issued from time to time in accordance
with the Trust's Declaration of Trust and By-Laws and, subject to
compliance with the 1933 Act, the 1940 Act and various state laws
regulating the offer and sale of securities, when so issued, these shares
of beneficial interest will be 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 creditors
of, contractors with, and claimants against the Trust or any series shall
look only to the assets of the Trust or the appropriate 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 the trustees of the Trust on behalf of the
Trust. The Declaration of Trust further provides: (i) for
indemnification from the assets of the appropriate series for all loss and
expense of any shareholder held personally liable for the obligations of
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PaineWebber Managed Investments Trust
September 27, 1996
Page 2
the Trust or any series by virtue of ownership of shares of such series;
(ii) for the appropriate 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 a series
thereof would be unable to meet its obligations.
We hereby consent to the inclusion of this opinion as an exhibit
in Post-Effective Amendment No. 45, which you are about to file with the
Securities and Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By:/s/ Elinor W. Gammon
-------------------------
Elinor W. Gammon
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