U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
PaineWebber Mutual Fund Trust
1285 Avenue of the Americas
New York, New York 10018
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, C and Y 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 28, 1997
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:
21,262,560 shares representing $230,735,551
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
11,217,306 shares representing $126,498,005
9. Number and aggregate sale price of securities sold during the fiscal
year:
11,511,125 shares representing $130,192,289 (including shares issued in
connection with dividend reinvestment plans)
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
10,073,528 shares representing $114,090,626
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):
1,437,597 shares representing $16,101,663
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): $ 114,090,626
--------------------
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 16,101,663
--------------------
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 130,192,289
--------------------
(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
--------------------
(vi) Multiplier prescribed by
Section 6(b) of the
Securities Act of 1933 or
other applicable law or
regulation (see Instruction
C.6): x 1/33 of 1%
-------------------
(vii) Fee due (line (1) or
line (v) multiplied by
line (vi) $ 0
-------------------
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:
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
-------------------------------------
Paul H. Schubert
-------------------------------------
Vice President & Asst Treasurer
-------------------------------------
Date: April 23, 1997
------------------------
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone (202) 778-9000
April 25, 1997
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 28, 1997.
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, 1997, 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 is limited to circumstances in which the Trust or
series would be unable to meet its obligations.
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PaineWebber Mutual Fund Trust
April 25, 1997
Page 2
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
BY: /s/ Elinor W. Gammon
----------------------------
Elinor W. Gammon
