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As filed with the Securities and Exchange Commission on September 25, 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. 23 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No.
(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
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.
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 filed the notice required by such Rule
for its most recent fiscal year on April 25, 1996.
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<TABLE>
<CAPTION>
PAINEWEBBER MUTUAL FUND TRUST
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Securities Being Amount of Shares Offering Price Per Aggregate Offering Amount of
Registered Being Registered Unit Price Registration Fee
________________ ________________ ________________ _________________ _____________
<S> <C> <C> <C> <C>
Shares of
Beneficial
Interest, Par Value
$0.001 of
PaineWebber
National Tax-Free
Income Fund 7,027,883 $ 11.28 $290,009* $100.00
PaineWebber
California Tax-Free
Income Fund 4,189,423 10.71
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the prices in effect for the Registrant's Class C
shares on September 19, 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 29, 1996, Registrant redeemed or
repurchased an aggregate of 21,249,155 shares of beneficial interest.
During its current fiscal year, Registrant used 10,057,559 shares 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 11,191,596 shares of the total redemptions
and repurchases during its fiscal year ended February 29, 1996 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 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 24th 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 Sept. 24, 1996
----------------------------- (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman Sept. 24, 1996
----------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Trustee Sept. 24, 1996
-----------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Trustee Sept. 24, 1996
-----------------------------
Richard R. Burt *
/s/ Mary C. Farrell Trustee Sept. 24, 1996
-----------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Trustee Sept. 24, 1996
-----------------------------
Meyer Feldberg *
/s/ George W. Gowen Trustee Sept. 24, 1996
-----------------------------
George W. Gowen *
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/s/ Frederic V. Malek Trustee Sept. 24, 1996
-----------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Trustee Sept. 24, 1996
-----------------------------
Carl W. Schafer *
/s/ John R. Torell III Trustee Sept. 24, 1996
-----------------------------
John R. Torell III *
/s/ Julian F. Sluyters Vice President and Treasurer Sept. 24, 1996
----------------------------- (Chief Financial and Accounting
Julian F. Sluyters Officer)
</TABLE>
* 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.
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Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone 202-778-9000
September 25, 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 the Commonwealth of
Massachusetts pursuant to a Declaration of Trust dated November 21, 1986.
We understand that the Trust is about to file Post-Effective Amendment No.
23 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"), to register
additional shares of its two series: PaineWebber National Tax-Free Income
Fund and PaineWebber California Tax-Free Income Fund.
We have, as counsel to the Trust, 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
operations of the Trust, and we generally are 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. 23, 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, 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 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
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PaineWebber Mutual Fund Trust
September 25, 1996
Page 2
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;
(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 a series
thereof would be unable to meet its obligations.
We hereby consent to the inclusion of this opinion as an exhibit
in Post-Effective Amendment No. 23, 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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