<PAGE>
As filed with the Securities and Exchange Commission on September 23, 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._22_ [__X__]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [__X__]
Amendment No. __23__
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
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.
BRUCE W. MCDOUGAL, 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 has filed the notice required by
such Rule for its most recent fiscal year on April 25, 1996.
<PAGE>
PaineWebber Mutual Fund Trust
-----------------------------
Contents of Registration Statement
----------------------------------
This registration statement consists of the following papers and
documents:
Cover Sheet
Table of Contents
Cross Reference Sheet
Class A, B and C Shares of:
PaineWebber California Tax-Free Income Fund
PaineWebber National Tax-Free Income Fund
-------------------------------------------
Part A - Prospectus*
Part B - Statement of Additional Information*
Class Y Shares of:
PaineWebber California Tax-Free Income Fund
PaineWebber National Tax-Free Income Fund
-------------------------------------------
Part A - Prospectus*
Part B - Statement of Additional Information*
Part C - Other Information
Signature Page
Exhibits
* Previously filed in Post-Effective Amendment No. 21 to the
Registrant's registration statement, SEC File No. 2-98149, on
July 1, 1996.
<PAGE>
PaineWebber California Tax-Free Income Fund
PaineWebber National Tax-Free Income Fund
Class A, B, and C Shares
Form N-1A Cross Reference Sheet
<TABLE>
<CAPTION>
Part A Item No.
and Caption Prospectus Caption
--------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . . The Funds at a Glance; Expense Table
3. Condensed Financial Information . . . . . . Financial Highlights; Performance
4. General Description of Registrant . . . . . The Funds at a Glance; Investment Objective &
Policies; Investment Philosophy & Process; The
Funds' Investments; General Information
5. Management of the Fund . . . . . . . . . . Management; General Information
6. Capital Stock and Other Securities . . . . Cover Page; Flexible Pricing; Dividends and
Taxes; General Information
7. Purchase of Securities Being Offered . . . Flexible Pricing; How to Buy Shares; Other
Services; Determining the Shares' Net Asset
Value
8. Redemption or Repurchase . . . . . . . . . How to Sell Shares; Other Services
9. Pending Legal Not Applicable
Proceedings . . . . . . . . . . . . . . . .
Part B Item No. Statement of Additional
and Caption Information Caption
-------------- -----------------------
10. Cover Page . . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . . Other Information
13. Investment Objective and Policies . . . . . Investment Policies and Restrictions; Hedging
and Related Income Strategies; Portfolio
Transactions
14. Management of the Fund . . . . . . . . . . Trustees and Officers
15. Control Persons and Principal Holders of Trustees and Officers
Securities . . . . . . . . . . . . . . . .
16. Investment Advisory and Other Services . . Investment Advisory and Distribution
Arrangements; Other Information
17. Brokerage Allocation . . . . . . . . . . . Portfolio Transactions
<PAGE>
Part B Item No. Statement of Additional
and Caption Information Caption
-------------- -----------------------
18. Capital Stock and Other Securities . . . . Conversion of Class B Shares; Other Information
19. Purchase, Redemption and Pricing of Reduced Sales Charges, Additional Exchange and
Securities Being Offered . . . . . . . . . Redemption Information and Other Services;
Valuation of Shares
20. Tax Status . . . . . . . . . . . . . . . . Taxes
21. Underwriters . . . . . . . . . . . . . . . Investment Advisory and Distribution
Arrangements
22. Calculation of Performance Data . . . . . . Performance Information
23. Financial Statements . . . . . . . . . . . Financial Statements
</TABLE>
<PAGE>
PaineWebber California Tax-Free Income Fund
PaineWebber National Tax-Free Income Fund
Class Y Shares
Form N-1A Cross Reference Sheet
<TABLE>
<CAPTION>
<S> <C> <C>
Part A Item No. And Caption Prospectus Caption
--------------------------- ------------------
1. Cover page ................. Cover page
2. Synopsis ................... The Funds at a Glance; Expense Table
3. Condensed Financial Financial Highlights; Performance
Information ................
4. General Description of The Funds at a Glance; Investment Objective &
Registrant ................. Policies; Investment Philosophy & Process; The
Funds' Investments; General Information
5. Management of the Fund ..... Management; General Information
6. Capital Stock and Other Cover Page; Dividends and Taxes; General
Securities ................. Information
7. Purchase of Securities Being How to Buy Shares; Determining the Shares' Net
Offered .................... Asset Value
8. Redemption or Repurchase ... How to Sell Shares
9. Pending Legal Proceedings .. Not Applicable
Part B Item No. Statement of Additional
and Caption Information Caption
-------------- -----------------------
10. Cover Page ................. Cover Page
11. Table of Contents .......... Table of Contents
12. General Information and Other Information
History ....................
13. Investment Objectives and Investment Policies and Restrictions; Hedging and
Policies ................... Related Income Strategies; Portfolio Transactions
14. Management of the Fund ..... Trustees and Officers
15. Control Persons and Principal Holders of Securities Trustees and Officers
......
16. Investment Advisory and Other Services Investment Advisory and Distribution Arrangements;
................... Other Information
17. Brokerage Allocation ...... Portfolio Transactions
<PAGE>
18. Capital Stock and Other Other Information
Securities ................
Part B Item No. Statement of Additional
and Caption Information Caption
-------------- -----------------------
19. Purchase, Redemption and Valuation of Shares
Pricing of Securities Being
Offered ...................
20. Tax Status ................ Taxes
21. Underwriters .............. Investment Advisory and Distribution Arrangements
22. Calculation of Performance Performance Information
Data ......................
23. Financial Statements ...... Financial Statements
</TABLE>
Part C
------
Information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C of this Registration
Statement.
<PAGE>
PART C. OTHER INFORMATION
--------------------------
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements: (previously filed)
PaineWebber California Tax-Free Income Fund
-------------------------------------------
Included in Part A of this Registration Statement:
Financial Highlights for one Class A share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993,
and for each of the seven years in the period ended
November 30, 1992.
Financial Highlights for one Class B share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993,
for the year ended November 30, 1992 and for the period
July 1, 1991 (commencement of offering) to November 30,
1991.
Financial Highlights for one Class C share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993
and for the period July 2, 1992 (commencement of
offering) to November 30, 1992.
Included in Part B of this Registration Statement through
incorporation by reference from the Annual Report to Shareholders
(previously filed with the Securities and Exchange Commission
through EDGAR on May 7, 1996, Accession No. 0000950130-96-
001530):
Portfolio of Investments at February 29, 1996.
Statement of Assets and Liabilities at February 29, 1996.
Statement of Operations for the year ended February 29,
1996.
Statement of Changes in Net Assets for the two years in
the period ended February 29, 1996.
Notes to Financial Statements
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Financial Highlights for one Class A share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993
and for each of the two years in the period ended
November 30, 1992.
Financial Highlights for one Class B share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993,
for the year ended November 30, 1992 and for the period
July 1, 1991 (commencement of offering) to November 30,
1991.
Financial Highlights for one Class C share of the Fund
for each of the three years ended February 29, 1996, for
the three months ended February 28, 1993 and for the
period July 2, 1992 (commencement of offering) to
November 30, 1992.
Report of Ernst & Young LLP, Independent
Auditors, dated April 12, 1996 relating
to PaineWebber Mutual Fund Trust
(comprised of PaineWebber California
Tax-Free Income Fund and PaineWebber
National Tax-Free Income Fund).
PaineWebber National Tax-Free Income Fund
-----------------------------------------
Included in Part A of this Registration Statement:
Financial Highlights for one Class A share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993,
and for each of the seven years in the period ended
November 30, 1992.
Financial Highlights for one Class B share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993,
for the year ended November 30, 1992 and for the period
July 1, 1991 (commencement of offering) to November 30,
1991.
Financial Highlights for one Class C share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993
and for the period July 2, 1992 (commencement of
offering) to November 30, 1992.
C-2
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Financial Highlights for one Class Y share of the Fund
for the period November 3, 1995 (commencement of
offering) to February 29, 1996.
Included in Part B of this Registration Statement through
incorporation by reference from the Annual Report to Shareholders
(previously filed with the Securities and Exchange Commission
through Edgar on May 7, 1996, Accession No. 0000950130-96-
001530):
Portfolio of Investments at February 29, 1996.
Statement of Assets and Liabilities at February 29, 1996.
Statement of Operations for the year ended February 29,
1996.
Statement of Changes in Net Assets for the two years in
the period ended February 29, 1996.
Notes to Financial Statements
Financial Highlights for one Class A share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993
and for each of the two years in the period ended
November 30, 1992.
Financial Highlights for one Class B share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993,
for the year ended November 30, 1992 and for the period
July 1, 1991 (commencement of offering) to November 30,
1991.
Financial Highlights for one Class C share of the Fund
for each of the three years in the period ended February
29, 1996, for the three months ended February 28, 1993
and for the period July 2, 1992 (commencement of
offering) to November 30, 1992.
Financial Highlights for one Class Y share of the
Fund for the period November 3, 1995
(commencement of offering) to February 29, 1996.
Report of Ernst & Young LLP, Independent
Auditors, dated April 12, 1996 relating
to PaineWebber Mutual Fund Trust
(comprised of PaineWebber California
Tax-Free Income Fund and PaineWebber
National Tax-Free Income Fund).
C-3
<PAGE>
b) Exhibits:
(1) (a) Declaration of Trust 1/
(b) Amendment effective January 28, 1988 to
Declaration of Trust 2/
(c) Amendment effective March 21, 1991 to Declaration
of Trust 9/
(d) Amendment effective July 1, 1991 to Declaration
of Trust 11/
(e) Amendment effective April 6, 1992 to Declaration
of Trust 14/
(f) Amendment effective June 30, 1992 to Declaration
of Trust 15/
(g) Amendment effective July 20, 1995 to Declaration
of Trust 19/
(h) Amendment effective November 10, 1995 to
Declaration of Trust 21/
(2) (a) By-Laws 1/
(b) Amendment dated March 19, 1991 to By-Laws 9/
(c) Amendment dated September 28, 1994 to By-Laws 18/
(3) Voting trust agreement - none
(4) Instruments defining the rights of
holders of Registrant's shares of
beneficial interest 17/
(5) Investment Advisory and Administration
Contract 6/
(6) (a) Distribution Contract (Class A Shares) 16/
(b) Distribution Contract (Class B Shares) 16/
(c) Distribution Contract (Class C Shares) 21/
(d) Distribution Contract (Class Y Shares) 21/
(e) Exclusive Dealer Agreement (Class A Shares) 16/
(f) Exclusive Dealer Agreement (Class B Shares) 16/
(g) Exclusive Dealer Agreement (Class C Shares) 21/
(h) Exclusive Dealer Agreement (Class Y Shares) 21/
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 3/
(9) (a) Transfer Agency and Service Contract 8/
(b) Service Contract 7/
(10) (a) Opinion and consent of Kirkpatrick & Lockhart LLP
with respect to Class A, B and C shares 14/
(b) Opinion and consent of Kirkpatrick & Lockhart LLP
with respect to Class Y shares of PaineWebber
National Tax-Free Income Fund 19/
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(c) Opinion and consent of Kirkpatrick & Lockhart LLP
with respect to Class Y shares of PaineWebber
California Tax-Free Income Fund 21/
(11) (a) Independent Auditor's Consent (previously filed)
(b) Consent of Special Counsel with respect to
California law (previously filed)
(12) Financial statements omitted from prospectus - none
(13) Letter of investment intent 4/
(14) Prototype Retirement Plan 5/
(15) (a) Plan of Distribution pursuant to Rule 12b-1
(Class A Shares)11/
(b) Plan of Distribution pursuant to Rule 12b-1
(Class B Shares) 11/
(c) Plan of Distribution pursuant to rule 12b-1
(Class C Shares) 15/
(16) (a) Schedule for Computation of Performance
Quotations for Class A shares of PaineWebber
California Tax-Free Income Fund 9/
(b) Schedule for Computation of Performance
Quotations for Class B shares of PaineWebber
California Tax-Free Income Fund 11/
(c) Schedule for Computation of Performance
Quotations for Class A shares of PaineWebber
National Tax-Free Income Fund 12/
(d) Schedule for Computation of Performance
Quotations for Class B shares of PaineWebber
National Tax-Free Income Fund 13/
(e) Schedule for Computation of Performance
Quotations for Class C shares of PaineWebber
California Tax-Free Income Fund 15/
(f) Schedule for Computation of Performance
Quotations for Class C shares of PaineWebber
National Tax-Free Income Fund 15/
(g) Schedule for Computation of Performance
Quotations for Class Y shares of PaineWebber
National Tax-Free Income Fund 21/
(17) and (27) Financial Data Schedule (previously filed)
(18) Plan pursuant to Rule 18f-3 (filed herewith)
---------------------------------
1/ Incorporated by reference from Post-Effective Amendment No. 3 to
registration statement, SEC File No. 2-98149, filed January 30,
1987.
2/ Incorporated by reference from Post-Effective Amendment
No. 6 to registration statement, SEC File No. 2-98149,
filed March 31, 1988.
C-5
<PAGE>
3/ Incorporated by reference from Post-Effective Amendment
No. 5 to registration statement, SEC File No. 2-98149,
filed February 1, 1988.
4/ Incorporated by reference from Post-Effective Amendment
No. 2 to registration statement, SEC File No. 2-98149,
filed August 30, 1985.
5/ Incorporated by reference from Post-Effective Amendment
No. 20 of PaineWebber Managed Investments Trust, SEC File
No. 2-91362, filed April 1, 1992.
6/ Incorporated by reference from Post-Effective Amendment
No. 7 to registration statement, SEC File No. 2-98149,
filed March 31, 1989.
7/ Incorporated by reference from Post-Effective Amendment No. 8 to
registration statement, SEC File No. 2-98149, filed March 30,
1990.
8/ Incorporated by reference from Post-Effective Amendment No. 9 to
registration statement, SEC File No. 2-98149, filed February 1,
1991.
9/ Incorporated by reference from Post-Effective Amendment No. 10 to
registration statement, SEC File No. 2-98149, filed March 28,
1991.
10/ Incorporated by reference from Post-Effective Amendment No. 11 to
registration statement, SEC File No. 2-98149, filed April 29,
1991.
11/ Incorporated by reference from Post-Effective Amendment No. 12 to
registration statement, SEC File No. 2-98149, filed March 31,
1992.
12/ Incorporated by reference from Post-Effective Amendment No. 20 to
registration statement of PaineWebber Managed Municipal Trust,
SEC File No. 2-89016, filed March 28, 1991.
13/ Incorporated by reference from Post-Effective Amendment No. 23 to
registration statement of PaineWebber Managed Municipal Trust,
SEC File No. 2-89016, filed March 31, 1992.
14/ Incorporated by reference from Post-Effective Amendment No. 13 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed April 29, 1992.
15/ Incorporated by reference from Post-Effective Amendment No. 14 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed April 1, 1993.
C-6
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16/ Incorporated by reference from Post-Effective Amendment No. 16 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed July 1, 1994.
17/ Incorporated by reference from Articles III, VIII, IX, X and XI
of Registrant's Declaration of Trust, as amended effective
January 28, 1988, March 21, 1991, July 1, 1991, April 6, 1992,
June 30, 1992, July 20, 1995, and November 10, 1995, and from
Articles II, VII, X of the Registrant's By-Laws, as amended
September 28, 1994.
18/ Incorporated by reference from Post-Effective Amendment No. 17 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed June 30, 1995.
19/ Incorporated by reference from Post-Effective Amendment No. 18 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed August 31, 1995.
20/ Incorporated by reference from Post-Effective Amendment No. 20 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed
April 25, 1996.
21/ Incorporated by reference from Post-Effective Amendment No. 21 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed July 1, 1996.
Item 25. Persons Controlled by or under Common
Control with Registrant
-------------------------
None.
Item 26. Number of Holders of Securities
--------------------
C-7
<PAGE>
Number of Record
Shareholders
Title of Class as of August 30, 1996
-------------- ----------------
Shares of beneficial interest, par value
$.001 per share
PaineWebber California Tax-Free Income
Fund
Class A Shares 2,795
Class B Shares 784
Class C Shares 625
Class Y Shares 0
PaineWebber National Tax-Free Income Fund
Class A Shares 8,169
Class B Shares 1,665
Class C Shares 2,659
Class Y Shares 15
Item 27. Indemnification
---------------
Section 2 of "Indemnification" in Article X of the Declaration of
Trust provides that the Registrant will indemnify its trustees and
officers to the fullest extent permitted by law against claims and
expenses asserted against or incurred by them by virtue of being or having
been a trustee or officer; provided that no such person shall be
indemnified where there has been an adjudication or other determination,
as described in Article X, that such person is liable to the Registrant or
its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his or her office or did not act in good faith in the reasonable belief
that his or her action was in the best interest of the Registrant.
Section 2 of "Indemnification" in Article X also provides that the
Registrant may maintain insurance policies covering such rights of
indemnification.
Additionally, "Limitation of Liability" in Article X of the
Declaration of Trust provides that the trustees or officers of the
Registrant shall not be personally liable to any person extending credit
to, contracting with or having a claim against the Trust; and that,
provided they have exercised reasonable care and have acted under the
reasonable belief that their actions are in the best interest of the
C-8
<PAGE>
Registrant, the trustees and officers shall not be liable for neglect or
wrongdoing by them or any officer, agent, employee or investment adviser
of the Registrant.
Section 2 of Article XI of the Declaration of Trust additionally
provides that, subject to the provisions of Section 1 of Article XI and to
Article X, trustees shall not be liable for errors of judgment or mistakes
of fact or law, for any act or omission in accordance with advice of
counsel or other experts, or failing to follow such advice, with respect
to the meaning and operation of the Declaration of Trust.
Article IX of the By-Laws provides that the Registrant may
purchase and maintain insurance on behalf of any person who is or was a
trustee, officer or employee of the Trust, or is or was serving at the
request of the Trust as a trustee, officer or employee of a corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any
such capacity or arising out of his or her status as such, whether or not
the Registrant would have the power to indemnify him or her against such
liability, provided that the Registrant may not acquire insurance
protecting any trustee or officer against any liability to the Registrant
or its shareholders to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his or her office.
Section 9 of the Investment Advisory and Administration Contract
(the "Contract") provides that Mitchell Hutchins Asset Management Inc.
("Mitchell Hutchins") shall not be liable for any error of judgement or
mistake of law or for any loss suffered by the Registrant in connection
with the matters to which the Contract relates, except for a loss
resulting from the willful misfeasance, bad faith, or gross negligence of
Mitchell Hutchins in the performance of its duties or from its reckless
disregard of its obligations and duties under the Contract. Section 10 of
the Contract provides that the trustees shall not be liable for any
obligations of the Registrant under the Contract and that Mitchell
Hutchins shall look only to the assets and property of the Registrant in
settlement of such right or claim and not to the assets and property of
the trustees.
Section 9 of each Distribution Contract provides that the
Registrant will indemnify Mitchell Hutchins, its officers, directors and
controlling persons against all liabilities arising from any alleged
untrue statement of material fact in the Registration Statement or from
any alleged omission to state in the Registration Statement a material
fact required to be stated in it or necessary to make the statements in
it, in light of the circumstances under which they were made, not
misleading, except insofar as liability arises from untrue statements or
omissions made in reliance upon and in conformity with information
furnished by Mitchell Hutchins to the Registrant for use in the
Registration Statement; and provided that this indemnity agreement shall
not protect any such persons against liabilities arising by reason of
their bad faith, gross negligence or willful misfeasance and shall not
C-9
<PAGE>
inure to the benefit of any such persons unless a court of competent
jurisdiction or controlling precedent determines that such result is not
against public policy as expressed in the Securities Act of 1933. Section
9 also provides that Mitchell Hutchins agrees to indemnify, defend and
hold the Registrant, its officers and trustees free and harmless of any
claims arising out of any alleged untrue statement or any alleged omission
of material fact contained in information furnished by Mitchell Hutchins
for use in the Registration Statement or arising out of an agreement
between Mitchell Hutchins and any retail dealer, or arising out of
supplementary literature or advertising used by Mitchell Hutchins in
connection with the Distribution Contract.
Section 9 of each Exclusive Dealer Agreement contains provisions
similar to Section 9 of the Distribution Contract, with respect to
PaineWebber Incorporated ("PaineWebber").
Section 6 of the Service Contract provides that PaineWebber shall
be indemnified and held harmless by the Registrant against all
liabilities, except those arising out of bad faith, gross negligence,
willful misfeasance or reckless disregard of its duties under the Service
Contract.
Section 10 of the Distribution Contract and Section 7 of the
Service Contract contain provisions similar to that of Section 10 of the
Investment Advisory and Administration Contract, with respect to Mitchell
Hutchins and PaineWebber, as appropriate.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be provided to trustees, officers
and controlling persons of the Registrant, pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in
connection with the successful defense of any action, suit or proceeding
or payment pursuant to any insurance policy) is asserted against the
Registrant by such trustee, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
Mitchell Hutchins, a Delaware corporation, is a registered
investment adviser and is a wholly owned subsidiary of PaineWebber which
is, in turn, a wholly owned subsidiary of Paine Webber Group Inc.
Mitchell Hutchins is primarily engaged in the investment advisory
business. Information as to the officers and directors of Mitchell
C-10
<PAGE>
Hutchins is included in its Form ADV, as filed with the Securities and
Exchange Commission (registration number 801-13219), and is incorporated
herein by reference.
Item 29. Principal Underwriters
----------------------
(a) Mitchell Hutchins serves as principal underwriter and/or
investment adviser for the following investment companies:
ALL AMERICAN TERM TRUST INC.
GLOBAL HIGH INCOME DOLLAR FUND INC.
GLOBAL SMALL CAP FUND INC.
INSURED MUNICIPAL INCOME FUND INC.
INVESTMENT GRADE INCOME FUND INC.
MANAGED HIGH YIELD FUND INC.
PAINEWEBBER AMERICA FUND
PAINEWEBBER FINANCIAL SERVICES GROWTH FUND INC.
PAINEWEBBER INVESTMENT SERIES
PAINEWEBBER INVESTMENT TRUST
PAINEWEBBER INVESTMENT TRUST II
PAINEWEBBER MANAGED ASSETS TRUST
PAINEWEBBER MANAGED INVESTMENTS TRUST
PAINEWEBBER MASTER SERIES, INC.
PAINEWEBBER MUNICIPAL SERIES
PAINEWEBBER MUTUAL FUND TRUST
PAINEWEBBER OLYMPUS FUND
PAINEWEBBER SECURITIES TRUST
PAINEWEBBER SERIES TRUST
STRATEGIC GLOBAL INCOME FUND, INC.
TRIPLE A AND GOVERNMENT SERIES - 1997, INC.
2002 TARGET TERM TRUST INC.
(b) Mitchell Hutchins is the principal underwriter for the Registrant.
PaineWebber acts as exclusive dealer for the shares of the Registrant.
The directors and officers of Mitchell Hutchins, their principal business
addresses, and their positions and offices with Mitchell Hutchins are
identified in its Form ADV, as filed with the Securities and Exchange
Commission (Registration Number 801-13219). The directors and officers of
PaineWebber, their principal business addresses, and their positions and
offices with PaineWebber are identified in its Form ADV, as filed with the
Securities and Exchange Commission (registration number 801-7163). The
foregoing information is hereby incorporated herein by reference. The
information set forth below is furnished for those directors and officers
of Mitchell Hutchins or PaineWebber who also serve as trustees or officers
of the Registrant:
C-11
<PAGE>
<TABLE>
<CAPTION>
Positions and Offices With Underwriter
Position With or
Name and Principal Business Address Registrant Exclusive Dealer
-------------------------- ------------- ------------------------
<S> <C> <C>
Margo N. Alexander Trustee and President President, Chief Executive Officer and
1285 Avenue of the Americas a Director of Mitchell Hutchins;
New York, New York 10019 Executive Vice President and Director
of PaineWebber
Mary C. Farrell Trustee Managing Director, Senior Investment
1285 Avenue of the Americas Strategist and Member of the Investment
New York, New York 10019 Policy Committee of PaineWebber
Cynthia Bow Vice President First Vice President and a Portfolio
1285 Avenue of the Americas Manager of Mitchell Hutchins
New York, New York 10019
Teresa M. Boyle Vice President First Vice President and Manager -
1285 Avenue of the Americas Advisory Administration of Mitchell
New York, New York 10019 Hutchins
Elbridge Gerry III Vice President Senior Vice President and a Portfolio
1285 Avenue of the Americas Manager of Mitchell Hutchins
New York, New York 10019
C. William Maher Vice President and Assistant First Vice President and a Senior
1285 Avenue of the Americas Treasurer Manager of the Mutual Fund Finance
New York, New York 10019 Division of Mitchell Hutchins
Dennis McCauley Vice President Managing Director and Chief Investment
1285 Avenue of the Americas Officer - Fixed Income of Mitchell
New York, New York 10019 Hutchins
Ann E. Moran Vice President and Assistant Vice President of Mitchell Hutchins
1285 Avenue of the Americas Treasurer
New York, New York 10019
Richard S. Murphy Vice President Senior Vice President of Mitchell
1285 Avenue of the Americas Hutchins
New York, New York 10019
Dianne E. O'Donnell Vice President and Secretary Senior Vice President and Deputy
1285 Avenue of the Americas General Counsel of Mitchell Hutchins
New York, New York 10019
Victoria E. Schonfeld Vice President Managing Director and General Counsel
1285 Avenue of the Americas of Mitchell Hutchins
New York, New York 10019
C-12
<PAGE>
Positions and Offices With Underwriter
Position With or
Name and Principal Business Address Registrant Exclusive Dealer
-------------------------- ------------- ------------------------
Paul H. Schubert Vice President and Assistant First Vice President and a Senior
1285 Avenue of the Americas Treasurer Manager of the Mutual Fund Finance
New York, New York 10019 Division of Mitchell Hutchins
Julian F. Sluyters Vice President and Treasurer Senior Vice President and Director of
1285 Avenue of the Americas the Mutual Fund Finance Division of
New York, New York 10019 Mitchell Hutchins
Keith A. Weller Vice President and Assistant First Vice President and Associate
1285 Avenue of the Americas Secretary General Counsel of Mitchell Hutchins
New York, New York 10019
</TABLE>
c) None
Item 30. Location of Accounts and Records
--------------------------------
The books and other documents required by paragraphs (b)(4), (c)
and (d) of Rule 31a-1 under the Investment Company Act of 1940 are
maintained in the physical possession of Mitchell Hutchins Asset
Management Inc., 1285 Avenue of the Americas, New York, New York 10019.
All other accounts, books and documents required by Rule 31a-1 are
maintained in the physical possession of Registrant's transfer agent and
custodian.
Item 31. Management Services
-------------------
Not applicable.
Item 32. Undertakings
------------
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders upon request and without charge.
C-13
<PAGE>
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 20th day of September, 1996.
PAINEWEBBER MUTUAL FUND 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 September 20, 1996
---------------------------- (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman September 20, 1996
---------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Trustee September 20, 1996
----------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Trustee September 20, 1996
----------------------------
Richard R. Burt *
/s/ Mary C. Farrell Trustee September 20, 1996
----------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Trustee September 20, 1996
----------------------------
Meyer Feldberg *
C-14
<PAGE>
Signature Title Date
--------- ----- ----
/s/ George W. Gowen Trustee September 20, 1996
----------------------------
George W. Gowen *
/s/ Frederic V. Malek Trustee September 20, 1996
----------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Trustee September 20, 1996
----------------------------
Carl W. Schafer *
/s/ John R. Torell III Trustee September 20, 1996
----------------------------
John R. Torell III *
/s/ Julian F. Sluyters Vice President and Treasurer September 20, 1996
---------------------------- (Chief Financial and Accounting
Julian F. Sluyters Officer)
</TABLE>
SIGNATURES (Continued)
* 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.
C-15
<PAGE>
PAINEWEBBER MUTUAL FUND TRUST
EXHIBIT INDEX
-------------
Exhibit
Number
-------
(1) (a) Declaration of Trust 1/
(b) Amendment effective
January 28, 1988 to
Declaration of Trust 2/
(c) Amendment effective March 21, 1991 to Declaration
of Trust 9/
(d) Amendment effective July 1, 1991 to Declaration
of Trust 11/
(e) Amendment effective April 6, 1992 to Declaration
of Trust 14/
(f) Amendment effective June 30, 1992 to Declaration
of Trust 15/
(g) Amendment effective July 20, 1995 to Declaration
of Trust 19/
(h) Amendment effective November 10, 1995 to
Declaration of Trust 21/
(2) (a) By-Laws 1/
(b) Amendment dated March 19, 1991 to By-Laws 9/
(c) Amendment dated September 28, 1994 to By-Laws 18/
(3) Voting trust agreement - none
(4) Instruments defining the rights of
holders of Registrant's shares of
beneficial interest 17/
(5) Investment Advisory and Administration
Contract 6/
(6) (a) Distribution Contract (Class A Shares) 16/
(b) Distribution Contract (Class B Shares) 16/
(c) Distribution Contract (Class C Shares) 21/
(d) Distribution Contract (Class Y Shares) 21/
(e) Exclusive Dealer Agreement (Class A Shares) 16/
(f) Exclusive Dealer Agreement (Class B Shares) 16/
(g) Exclusive Dealer Agreement (Class C Shares) 21/
(h) Exclusive Dealer Agreement (Class Y Shares) 21/
(7) Bonus, profit sharing or pension plans -
none
(8) Custodian Agreement 3/
(9) (a) Transfer Agency and Service Contract 8/
<PAGE>
(b) Service Contract 7/
(10) (a) Opinion and consent of Kirkpatrick & Lockhart LLP
with respect to Class A, B and C shares 14/
(b) Opinion and consent of Kirkpatrick & Lockhart LLP
with respect to Class Y shares of PaineWebber
National Tax-Free Income Fund19/
(c) Opinion and consent of Kirkpatrick & Lockhart LLP
with respect to Class Y shares of PaineWebber
California Tax-Free Income Fund 21/
(11) (a) Independent Auditor's Consent (previously filed)
(b) Consent of Special Counsel with respect to
California law (previously filed)
(12) Financial statements omitted from prospectus - none
(13) Letter of investment intent 4/
(14) Prototype Retirement Plan 5/
(15) (a) Plan of Distribution pursuant to Rule 12b-1
(Class A Shares) 11/
(b) Plan of Distribution pursuant to Rule 12b-1
(Class B Shares) 11/
(c) Plan of Distribution pursuant to rule 12b-1
(Class C Shares) 15/
(16) (a) Schedule for Computation of Performance
Quotations for Class A shares of PaineWebber
California Tax-Free Income Fund 9/
(b) Schedule for Computation of Performance
Quotations for Class B shares of PaineWebber
California Tax-Free Income Fund 11/
(c) Schedule for Computation of Performance
Quotations for Class A shares of PaineWebber
National Tax-Free Income Fund 12/
(d) Schedule for Computation of Performance
Quotations for Class B shares of PaineWebber
National Tax-Free Income Fund 13/
(e) Schedule for Computation of Performance
Quotations for Class C shares of PaineWebber
California Tax-Free Income Fund 15/
(f) Schedule for Computation of Performance
Quotations for Class C shares of PaineWebber
National Tax-Free Income Fund 15/
(g) Schedule for Computation of Performance
Quotations for Class Y shares of PaineWebber
National Tax-Free Income Fund 21/
(17) and (27) Financial Data Schedule (previously filed)
(18) Plan pursuant to Rule 18f-3 (filed herewith)
<PAGE>
----------------------------
1/ Incorporated by reference from Post-Effective Amendment No. 3 to
registration statement, SEC File No. 2-98149, filed January 30,
1987.
2/ Incorporated by reference from Post-Effective Amendment
No. 6 to registration statement, SEC File No. 2-98149,
filed March 31, 1988.
3/ Incorporated by reference from Post-Effective Amendment
No. 5 to registration statement, SEC File No. 2-98149,
filed February 1, 1988.
4/ Incorporated by reference from Post-Effective Amendment
No. 2 to registration statement, SEC File No. 2-98149,
filed August 30, 1985.
5/ Incorporated by reference from Post-Effective Amendment
No. 20 of PaineWebber Managed Investments Trust, SEC File
No. 2-91362, filed April 1, 1992.
6/ Incorporated by reference from Post-Effective Amendment
No. 7 to registration statement, SEC File No. 2-98149,
filed March 31, 1989.
7/ Incorporated by reference from Post-Effective Amendment No. 8 to
registration statement, SEC File No. 2-98149, filed March 30,
1990.
8/ Incorporated by reference from Post-Effective Amendment No. 9 to
registration statement, SEC File No. 2-98149, filed February 1,
1991.
9/ Incorporated by reference from Post-Effective Amendment No. 10 to
registration statement, SEC File No. 2-98149, filed March 28,
1991.
10/ Incorporated by reference from Post-Effective Amendment No. 11 to
registration statement, SEC File No. 2-98149, filed April 29,
1991.
11/ Incorporated by reference from Post-Effective Amendment No. 12 to
registration statement, SEC File No. 2-98149, filed March 31,
1992.
12/ Incorporated by reference from Post-Effective Amendment No. 20 to
registration statement of PaineWebber Managed Municipal Trust,
SEC File No. 2-89016, filed March 28, 1991.
13/ Incorporated by reference from Post-Effective Amendment No. 23 to
registration statement of PaineWebber Managed Municipal Trust,
SEC File No. 2-89016, filed March 31, 1992.
<PAGE>
14/ Incorporated by reference from Post-Effective Amendment No. 13 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed April 29, 1992.
15/ Incorporated by reference from Post-Effective Amendment No. 14 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed April 1, 1993.
16/ Incorporated by reference from Post-Effective Amendment No. 16 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed July 1, 1994.
17/ Incorporated by reference from Articles III, VIII, IX, X and XI
of Registrant's Declaration of Trust, as amended effective
January 28, 1988, March 21, 1991, July 1, 1991, April 6, 1992,
June 30, 1992, July 20, 1995, and November 10, 1995, and from
Articles II, VII, X of the Registrant's By-Laws, as amended
September 28, 1994.
18/ Incorporated by reference from Post-Effective Amendment No. 17 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed June 30, 1995.
19/ Incorporated by reference from Post-Effective Amendment No. 18 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed August 31, 1995.
20/ Incorporated by reference from Post-Effective Amendment No. 20 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed April 25, 1996.
21/ Incorporated by reference from Post-Effective Amendment No. 21 to
registration statement of PaineWebber Mutual Fund Trust, SEC File
No. 2-98149, filed July 1, 1996.
<PAGE>
<PAGE>
EXHIBIT 18
PAINEWEBBER MUTUAL FUND TRUST
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
PaineWebber Mutual Fund Trust hereby adopts this amended and
restated Multiple Class Plan pursuant to Rule 18f-3 under the Investment
Company Act of 1940, as amended ("1940 Act") on behalf of its current
operating series, PaineWebber California Tax-Free Income Fund and
PaineWebber National Tax-Free Income Fund, and any series that may be
established in the future (referred to hereinafter collectively as the
"Funds" and individually as a "Fund").
A. GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED:
-----------------------------------------------
1. Class A Shares. Class A shares of each Fund are sold
to the general public subject to an initial sales charge. The initial
sales charge for each Fund is waived for certain eligible purchasers and
reduced or waived for certain large volume purchases.
The maximum sales charge is 4% of the public offering price for
Class A shares of a Fund that invests primarily in debt securities.
The maximum sales charge is 4.5% of the public offering price for
Class A shares of a Fund that invests primarily in equity securities or a
combination of equity and debt securities.
Class A shares of each Fund are subject to an annual service fee
of .25% of the average daily net assets of the Class A shares of each Fund
paid pursuant to a plan of distribution adopted pursuant to Rule 12b-1
under the 1940 Act.
Class A shares of each Fund will be subject to a contingent
deferred sales charge ("CDSC") on redemptions of shares (i) purchased
without an initial sales charge due to a sales charge waiver for purchases
of $1 million or more and (ii) held less than one year. The Class A CDSC
is equal to 1% of the lower of: (i) the net asset value of the shares at
the time of purchase or (ii) the net asset value of the shares at the time
of redemption. Class A shares of each Fund held one year or longer and
Class A shares of each Fund acquired through reinvestment of dividends or
capital gains distributions on shares otherwise subject to a Class A CDSC
are not subject to the CDSC. The CDSC for Class A shares of each Fund
shall not apply to shares purchased prior to November 10, 1995 and will be
waived under certain circumstances.
2. Class B Shares. Class B shares of each Fund are sold
to the general public subject to a CDSC, but without imposition of an
initial sales charge.
The maximum CDSC for Class B shares of each Fund is equal to 5%
of the lower of: (i) the net asset value of the shares at the time of
<PAGE>
PaineWebber Mutual Fund Trust
Multiple Class Plan
Page 2
purchase or (ii) the net asset value of the shares at the time of
redemption.
Class B shares of each Fund held six years or longer and Class B
shares of each Fund acquired through reinvestment of dividends or capital
gains distributions are not subject to the CDSC.
Class B shares of each Fund are subject to an annual service fee
of .25% of average daily net assets and a distribution fee of .75% of
average daily net assets of the Class B shares of each Fund, each paid
pursuant to a plan of distribution adopted pursuant to Rule 12b-1 under
the 1940 Act.
Class B shares of each Fund convert to Class A shares
approximately six years after issuance at relative net asset value.
3. Class C Shares. Class C shares of each Fund are sold
to the general public without imposition of a sales charge.
Class C shares of a Fund that invests primarily in equity
securities or a combination of equity and debt securities are subject to
an annual service fee of .25% of average daily net assets and a
distribution fee of .75% of average daily net assets of Class C shares of
such Fund, each pursuant to a plan of distribution adopted pursuant to
Rule 12b-1 under the 1940 Act.
Class C shares of a Fund that invests primarily in debt
securities are subject to an annual service fee of .25% of average daily
net assets and a distribution fee of .50% of average daily net assets of
Class C shares of such Fund, each pursuant to a plan of distribution
adopted pursuant to Rule 12b-1 under the 1940 Act.
Class C shares of a Fund that invests primarily in debt
securities will be subject to a CDSC on redemptions of Class C shares held
less than one year equal to .75% of the lower of: (i) the net asset value
of the shares at the time of purchase or (ii) the net asset value of the
shares at the time of redemption; provided that such CDSC shall not apply
to Class C shares purchased prior to November 10, 1995.
Class C shares of a Fund that invests primarily in equity
securities or in a combination of equity and debt securities will be
subject to a CDSC on redemptions of Class C shares held less than one year
equal to 1% of the lower of: (i) the net asset value of the shares at the
time of purchase or (ii) the net asset value of the shares at the time of
redemption; provided that such CDSC shall not apply to Class C shares
purchased prior to November 10, 1995.
Class C shares of each Fund held one year or longer and Class C
shares of each Fund acquired through reinvestment of dividends or capital
<PAGE>
PaineWebber Mutual Fund Trust
Multiple Class Plan
Page 3
gains distributions are not subject to the CDSC. The CDSC for Class C
shares of each Fund will be waived under certain circumstances.
4. Class Y Shares. Class Y shares are sold without
imposition of an initial sales charge or CDSC and are not subject to any
service or distribution fees.
Class Y shares of each Fund are available for purchase only by:
(i) employee benefit and retirement plans, other than individual
retirement accounts and self-employed retirement plans, of Paine Webber
Group Inc. and its affiliates; (ii) certain unit investment trusts
sponsored by PaineWebber Incorporated ("PaineWebber"); (iii) participants
in certain investment programs that are currently, or will in the future
be, sponsored by PaineWebber or its affiliates and that charge a separate
fee for program services, provided that shares are purchased through or in
connection with such programs; (iv) the holders of Class Y shares of any
former Mitchell Hutchins/Kidder Peabody ("MH/KP") mutual fund, provided
that such shares are issued in connection with the reorganization of a
MH/KP mutual fund into that Fund; (v) investors purchasing $10,000,000 or
more at one time in any combination of PaineWebber proprietary funds in
the Flexible Pricing System; (vi) an employee benefit plan qualified under
section 401 (including a salary reduction plan qualified under section
401(k)) or section 403(b) of the Internal Revenue Code (each an "employee
benefit plan"), provided that such employee benefit plan has 5,000 or more
eligible employees; (vii) an employee benefit plan with assets of
$50,000,000 or more; and (viii) any investment company advised by
PaineWebber or its affiliates.
B. EXPENSE ALLOCATIONS OF EACH CLASS:
----------------------------------
Certain expenses may be attributable to a particular Class of
shares of each Fund ("Class Expenses"). Class Expenses are charged
directly to the net assets of the particular Class and, thus, are borne on
a pro rata basis by the outstanding shares of that Class.
In addition to the distribution and service fees described above,
each Class may also pay a different amount of the following other
expenses:
(1) printing and postage expenses related to
preparing and distributing materials
such as shareholder reports,
prospectuses, and proxies to current
shareholders of a specific Class;
(2) Blue Sky registration fees incurred by a specific
Class of shares;
<PAGE>
PaineWebber Mutual Fund Trust
Multiple Class Plan
Page 4
(3) SEC registration fees incurred by a specific
Class of shares;
(4) expenses of administrative personnel and services
required to support the shareholders of a
specific Class of shares;
(5) Trustees' fees incurred as a result of issues
relating to a specific Class of shares;
(6) litigation expenses or other legal expenses
relating to a specific Class of shares; and
(7) transfer agent fees identified as being
attributable to a specific Class.
C. EXCHANGE PRIVILEGES:
--------------------
Class A, Class B and Class C shares of each Fund may be exchanged
for shares of the corresponding Class of other PaineWebber mutual funds
and MH/KP mutual funds, or may be acquired through an exchange of shares
of the corresponding Class of those funds. Class Y shares of the Funds
are not exchangeable.
These exchange privileges may be modified or terminated by a
Fund, and exchanges may only be made into funds that are legally
registered for sale in the investor's state of residence.
D. CLASS DESIGNATION:
-----------------
Subject to approval by the Board of Trustees of PaineWebber
Mutual Fund Trust, a Fund may alter the nomenclature for the designations
of one or more of its classes of shares.
E. ADDITIONAL INFORMATION:
----------------------
This Multiple Class Plan is qualified by and subject to the terms
of the then current prospectus for the applicable Classes; provided,
however, that none of the terms set forth in any such prospectus shall be
inconsistent with the terms of the Classes contained in this Plan. The
prospectus for each Fund contains additional information about the Classes
and each Fund's multiple class structure.
<PAGE>
PaineWebber Mutual Fund Trust
Multiple Class Plan
Page 5
F. DATE OF EFFECTIVENESS:
---------------------
This Multiple Class Plan is effective as of the date hereof,
provided that this Plan shall not become effective with respect to any
Fund unless such action has first been approved by the vote of a majority
of the Board and by vote of a majority of those trustees of the Fund who
are not interested persons of PaineWebber Mutual Fund Trust.
July 24, 1996
<PAGE>
