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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 Mutual Fund Trust
1285 Avenue of the Americas
New York, NY 10019
2. Name of each series or class of funds for which this notice is filed:
PaineWebber California Tax-Free Income Fund
(Class A, B and C shares)
PaineWebber National Tax-Free Income Fund
(Class A, B and C shares)
3. Investment Company Act File Number:
811-4312
Securities Act File Number:
2-98149
4. Last day of fiscal year for which this notice is filed:
February 29, 1996
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):
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:
None
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8. Number and amount of securities registered during the fiscal year other than pursuant to rule
24f-2:
21,262,560 shares representing $230,735,551
9. Number and aggregate sale price of securities sold during the fiscal year:
8,278,640 shares representing $95,123,965
10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
8,278,640 shares representing $95,123,965
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):
1,778,919 shares representing $20,170,099
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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): $ 95,123,965
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 20,170,099
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 115,294,064
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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 1/29 of 1%
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(vii) Fee due (line (1) or
line (v) multiplied 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).
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Date of mailing or wire transfer of filing fees to the Commission's lockbox depository:
3
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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 April 25, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
April 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 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 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 29, 1996.
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 29, 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 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 the 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 25, 1996
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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 LLP
/s/ Elinor W. Gammon
By:___________________________
Elinor W. Gammon
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