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, NY 10019
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2. Name of each series or class of funds for which this notice
is filed:
PaineWebber High Income Fund
-- Class A, B and C shares
PaineWebber Investment Grade Income Fund
-- Class A, B and C shares
PaineWebber Low Duration U.S. Government Income Fund
-- Class A, B, C and Y shares
shares PaineWebber U.S. Government 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:
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:
220,210,291 shares representing $1,868,022,971
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
93,529,058 shares representing $348,243,558
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9. Number and aggregate sale price of securities sold during the fiscal year:
65,041,401 shares representing $285,351,592 (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:
55,652,209 shares representing $227,659,198
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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):
9,389,192 shares representing $57,692,394
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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): $ 227,659,198
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 57,692,394
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 285,351,592
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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) multi-
plied 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
TELEPHONE 202-778-9000
January 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 of
shares which it has registered under the Securities Act of 1933, as amended,
and which were sold during the fiscal year ended November 30, 1996 for each
of the following four series of the Trust: PaineWebber High Income Fund,
PaineWebber Investment Grade Income Fund, PaineWebber Low Duration U.S.
Government Income Fund and PaineWebber U.S. Government Income Fund
(collectively, "Funds").
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 each of the above-referenced Funds 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 creditors of, contractors with, and
claimants against the Trust or a series shall look only to the assets of the
Trust for 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 the 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 Managed Investments Trust
January 28, 1997
Page 2
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
/s/ Elinor W. Gammon
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Elinor W. Gammon
