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 Managed Investments 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 Utility Income Fund
(Class A, B, C and Y shares)
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3. Investment Company Act File Number:
811-4040
Securities Act File Number:
2-91362
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4. Last day of fiscal year for which this notice is filed:
March 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:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
561,670 shares representing $5,608,804
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9. Number and aggregate sale price of securities sold during the fiscal
year:
646,469 shares representing $6,696,732 (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:
575,598 shares representing $5,996,373
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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):
70,871 shares representing $700,359
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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): $ 5,996,373
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 700,359
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): - 6,696,732
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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).
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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: May 28, 1997
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KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D. C. 20036-1800
TELEPHONE (202) 778-9000
May 28, 1997
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 on November 21, 1986. 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, for the purpose of making definite the number or amount of
shares of its series designated PaineWebber Utility Income Fund ("Series") which
it has registered under the Securities Act of 1933, as amended, and which were
sold during the fiscal year for that Series ended March 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 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 generally are familiar with its
business affairs. Based on the foregoing, it is our opinion that the shares of
PaineWebber Utility Income Fund sold during the fiscal year ended March 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 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 the Trust or any
series by virtue of ownership of shares of such series; and (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 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
