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Rule 24f-2 NOTICE FOR
PAINEWEBBER MUTUAL FUND TRUST
PaineWebber California Tax-Free Income Fund
PaineWebber National Tax-Free Income Fund
(1933 Act File No. 2-98149)
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1. The fiscal year for which the notice is filed:
March 1, 1994 to February 28, 1995
2. The number or amount of securities of the same class or series,
if any, which have been registered under the Securities Act of
1933 other than pursuant to this section but which remain unsold
at the beginning of such fiscal year:
None
3. The number or amount of securities, if any, registered during
such fiscal year other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal year:
$149,366,415 representing 13,491,153 shares of beneficial
interest ($0.001 par value)
5. The number or amount of securities sold during such fiscal year
in reliance upon registration pursuant to this section:
$149,366,415 representing 13,491,153 shares of beneficial
interest ($0.001 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares of beneficial $149,366,415
interest ($0.001 par value) sold including sales
load:
(b) Less the total amount of registered shares of (379,811,966)
beneficial interest ($0.001 par value) redeemed or
repurchased:
(c) Difference (i.e., (a) less (b)): ($230,445,551)
(d) Filing fee pursuant to section 6(b) of 1933 Act $0
(Line (c) Amount x .00034483):
/s/ Paul Schubert
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Paul Schubert
VP/Assistant Treasurer
Date: April 26, 1995
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April 26, 1995
PaineWebber Mutual Fund Trust
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Mutual Fund Trust ("Trust") is an unincorporated
voluntary association organized under the laws of Massachusetts on
November 31, 1986. The Trust currently consists of two series of shares
of beneficial interest: PaineWebber California Tax-Free Income Fund and
PaineWebber National Tax-Free Income Fund. 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 of such series which it has registered under
the Securities Act of 1933, as amended, and which were sold during the
fiscal year ended February 28, 1995.
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 are
generally familiar with its business affairs. Based on the foregoing, it
is our opinion that the shares of the Trust sold during the fiscal year
ended February 28, 1995, 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 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
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PaineWebber Mutual Fund Trust
April 26, 1995
Page 2
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
By: /s/ Elinor W. Gammon
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Elinor W. Gammon
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