<PAGE>
As filed with the Securities and Exchange Commission on February 8, 1996
1933 Act Registration No. 2-98149
1940 Act Registration No. 811-4312
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. 19 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No.
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(Check appropriate box or boxes.)
PAINEWEBBER MUTUAL FUND 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
GREGORY K. TODD, 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)
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Registrant has filed a declaration pursuant to Rule 24f-2 under
the Investment Company Act of 1940 and has filed the notice required by
such Rule for its most recent fiscal year on April 26, 1995.
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PAINEWEBBER MUTUAL FUND TRUST
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Securities Being Amount of Maximum Maximum Amount of
Registered Shares Being Offering Price Aggregate Registra-
---------------- Registered Per Unit Offering Price tion Fee
------------ -------------- -------------- ---------
<S> <C> <C> <C> <C>
Shares of Beneficial
Interest, Par Value
$.001, of the
PaineWebber
California Tax-Free 6,799,436 $11.13 $290,000* $100.00*
Income Fund (Class C)
National Tax-Free 14,463,124 $11.83
Income Fund (Class C)
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the price in effect on January 31, 1996.
-----------------------
* Calculation of the proposed maximum aggregate price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During
its fiscal year ended February 28, 1995, Registrant redeemed or repur-
chased shares of beneficial interest in the aggregate amount of
34,727,658. During its current fiscal year, Registrant used 13,491,154 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 21,236,504 of the total redemp-
tions and repurchases during its fiscal year ended February 28, 1995 to
reduce the fee that would otherwise be required for the shares registered
hereby. During its current fiscal year, Registrant has filed no other
post-effective amendment 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, PaineWebber Mutual
Fund Trust, certifies that it meets all of 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
the State of New York on the 7th of February, 1996.
PAINEWEBBER MUTUAL FUND TRUST
By: /s/ Gregory K. Todd
-----------------------
Gregory K. Todd
Vice President and Assistant 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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Margo N. Alexander* President and Chief Executive Officer February 7, 1996
--------------------------
Margo N. Alexander
/s/ E. Garrett Bewkes, Jr.** Trustee and Chairman of February 7, 1996
-------------------------- the Board of Trustees
E. Garrett Bewkes, Jr.
/s/ Meyer Feldberg *** Trustee February 7, 1996
--------------------------
Meyer Feldberg
/s/ George W. Gowen **** Trustee February 7, 1996
--------------------------
George W. Gowen
/s/ Frederic V. Malek **** Trustee February 7, 1996
--------------------------
Frederic V. Malek
/s/ Judith Davidson Moyers**** Trustee February 7, 1996
--------------------------
Judith Davidson Moyers
/s/ Julian F. Sluyters Vice President and Treasurer (Principal February 7, 1996
-------------------------- Financial and Accounting Officer)
Julian F. Sluyters
</TABLE>
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* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 8, 1995 and incorporated by reference from Post-
Effective Amendment No. 34 to the registration statement of PaineWebber
America Fund, SEC File No. 2-78626, filed May 10, 1995.
** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated January 3, 1994 and incorporated by reference from Post-
Effective Amendment No. 25 to the registration statement of PaineWebber
Investment Series, SEC File No. 33-11025, filed March 1, 1994.
*** Signature affixed by Elinor Gammon pursuant to power of attorney
dated March 28, 1991 and incorporated by reference from Post-Effective
Amendment No. 16 to the registration statement of PaineWebber Fixed Income
Portfolios, SEC File No. 2-91362, filed March 28, 1991.
**** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated March 27, 1990 and incorporated by reference from Post-
Effective Amendment No. 7 to the registration statement of PaineWebber
Municipal Series, SEC File No. 33-11611, filed June 29, 1990.
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Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036
February 8, 1996
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 21, 1986. The Trust currently consists of two series of shares
of beneficial interest: PaineWebber National Tax-Free Income Fund and
PaineWebber California Tax-Free Income Fund. We understand that the Trust
is about to file Post-Effective Amendment No. 19 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").
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 currently being registered
pursuant to Section 24(e)(1) of the 1940 Act, as reflected in Post-
Effective Amendment No. 19, 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; and 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 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
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PaineWebber Mutual Fund Trust
February 8, 1996
Page 2
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
is limited to circumstances in which the Trust or series would be unable
to meet its obligations.
We hereby consent to the filing of this opinion in connection
with Post-Effective Amendment No. 19 to the Trust's Registration Statement
on Form N-1A 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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