<PAGE>
As filed with the Securities and Exchange Commission on September 24, 1996
1933 Act Registration No. 33-11611
1940 Act Registration No. 811-5014
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 [__X__]
Amendment No. __20__
PAINEWEBBER MUNICIPAL SERIES
(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.
Washington, D.C. 20036-1800
Second Floor
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 24, 1996.
<PAGE>
PaineWebber Municipal Series
Contents of Registration Statement
----------------------------------
This registration statement consists of the following papers and
documents.
Cover Sheet
Table of Contents
Cross Reference Sheets
Class A, B, and C Shares of:
PaineWebber Municipal High Income Fund
PaineWebber New York Tax-Free Income Fund
-----------------------------------------
Part A - Prospectus*
Part B - Statement of Additional Information*
Class Y Shares of:
PaineWebber Municipal High Income Fund
PaineWebber New York 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. 18 to the
Registrant's registration statement, SEC File No. 33-11611, on
July 1, 1996.
<PAGE>
PaineWebber Municipal High Income Fund
PaineWebber New York 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 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 History . . . . . . . . . . Other Information
13. Investment Objectives and Policies . . . . . . . . . Investment Policies and Restrictions;
Hedging and Related Income Strategies;
Portfolio Transactions
14. Management of the Fund . . . . . . . . . . . . . . . Trustees and Officers
<PAGE>
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
18. Capital Stock and Other Securities . . . . . . . . . Conversion of Class B Shares; Other
Information
19. Purchase, Redemption and Pricing of Securities Reduced Sales Charges, Additional Exchange
Being Offered . . . . . . . . . . . . . . . . . . . and 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
<PAGE>
PaineWebber Municipal High Income Fund
PaineWebber New York Tax-Free Income Fund
Class Y Shares
Form N-1A Cross Reference Sheet
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 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; Dividends and Taxes; General
Information
7. Purchase of Securities Being Offered . . . . . . . . How to Buy Shares; Determining the
Shares' Net 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 History . . . . . . . . . . Other Information
13. Investment Objectives 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 Securities Trustees and Officers
<PAGE>
16. Investment Advisory and Other Services . . . . . . . Investment Advisory and Distribution
Arrangements; Other Information
17. Brokerage Allocation . . . . . . . . . . . . . . . . Portfolio Transactions
18. Capital Stock and Other Securities . . . . . . . . . Other Information
19. Purchase, Redemption and Pricing of Securities Valuation of Shares
Being Offered . . . . . . . . . . . . . . . . . . .
20. Tax Status . . . . . . . . . . . . . . . . . . . . . Taxes
21. Underwriters . . . . . . . . . . . . . . . . . . . . Investment Advisory and Distribution
Arrangements
22. Calculation of Performance Data . . . . . . . . . . Performance Information
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 Municipal High Income Fund
--------------------------------------
Included in Part A of this Registration Statement:
Financial highlights for one Class A share of the Fund
for each of the eight years in the period ended February
29, 1996 and for the period June 23, 1987 (commencement
of operations) to February 29, 1988.
Financial highlights for one Class B share of the Fund
for each of the four years in the period ended February
29, 1996 and for the period July 1, 1991 (commencement of
offering) to February 29, 1992.
Financial highlights for one Class C share of the Fund
for each of the three years in the period ended February
29, 1996 and for the period July 2, 1992 (commencement of
offering) to February 28, 1993.
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 each of the two
years in the period ended February 29, 1996.
Notes to Financial Statements
Financial highlights for one Class A share for each of
the five years in the period ended February 29, 1996.
Financial highlights for one Class B share for each of
the four years in the period ended February 29, 1996 and
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<PAGE>
for the period July 1, 1991 (commencement of offering) to
February 29, 1992.
Financial highlights for one Class C share for each of
the three years in the period ended February 29, 1996 and
for the period July 2, 1992 (commencement of offering) to
February 29, 1993.
Report of Ernst & Young LLP, Independent Auditors, dated
April 12, 1996 relating to PaineWebber Municipal Series
(comprised of PaineWebber Municipal High Income Fund and
PaineWebber New York Tax-Free Income Fund).
PaineWebber New York 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 seven years in the period ended February
29, 1996 and for the period September 30, 1988
(commencement of operations) to February 28, 1989.
Financial highlights for one Class B share of the Fund
for each of the four years in the period ended February
29, 1996 and for the period July 1, 1991 (commencement of
offering) to February 29, 1992.
Financial highlights for one Class C share of the Fund
for each of the three years in the period ended February
29, 1996 and for the period July 2, 1992 (commencement of
offering) to February 28, 1993.
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 each of the two
years in the period ended February 29, 1996.
Notes to Financial Statements
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<PAGE>
Financial highlights for one Class A share for each of
the five years in the period ended February 29, 1996.
Financial highlights for one Class B share for each of
the four years in the period ended February 29, 1996 and
for the period July 1, 1991 (commencement of offering) to
February 29, 1992.
Financial highlights for one Class C share for each of
the three years in the period ended February 29, 1996 and
for the period July 2, 1992 (commencement of offering) to
February 28, 1993.
Report of Ernst & Young LLP, Independent Auditors, dated
April 12, 1996 relating to PaineWebber Municipal Series
(comprised of PaineWebber Municipal High Income Fund and
PaineWebber New York Tax-Free Income Fund).
(b) Exhibits:
(1) (a) Declaration of Trust 1/
(b) Amendment effective April 10, 1987 to Declaration
of Trust 10/
(c) Amendment effective May 1, 1987 to Declaration of
Trust 2/
(d) Amendment effective January 28, 1988 to
Declaration of Trust 5/
(e) Amendment effective June 30, 1988 to Declaration
of Trust 6/
(f) Amendment effective August 23, 1988 to
Declaration of Trust 6/
(g) Amendment effective July 1, 1989 to Declaration
of Trust 10/
(h) Amendment effective December 21, 1990 to
Declaration of Trust 8/
(i) Amendment effective July 1, 1991 to Declaration
of Trust 10/
(j) Amendment effective June 30, 1992 to Declaration
of Trust 11/
(k) Amendment effective July 20, 1995 to Declaration
of Trust 15/
(l) Amendment effective November 10, 1995 to
Declaration of Trust 17/
(2) (a) By-Laws 2/
(b) Amendment dated March 19, 1991 to By-Laws 8/
(c) Amendment dated September 28, 1994 to By-Laws 14/
(3) Voting trust agreement - none
(4) Instruments defining the rights of holders of the
Registrant's shares of beneficial interest 13/
(5) Investment Advisory and Administration Contract 7/
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(6) (a) Distribution Contract (Class A Shares) 12/
(b) Distribution Contract (Class B Shares) 12/
(c) Distribution Contract (Class C Shares) 17/
(d) Distribution Contract (Class Y Shares) 17/
(e) Exclusive Dealer Agreement (Class A Shares)12/
(f) Exclusive Dealer Agreement (Class B Shares)12/
(g) Exclusive Dealer Agreement (Class C Shares)17/
(h) Exclusive Dealer Agreement (Class Y Shares)17/
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 4/
(9) (a) Transfer Agency Agreement 8/
(b) Service Contract 7/
(10) (a) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class A and Class B Shares 9/
(b) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class C Shares 10/
(c) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class Y Shares 17/
(11) Other opinions, appraisals, rulings and consents:
(a) Independent Auditor's Consent (previously filed)
(b) Consent of special counsel to the Registrant with
respect to New York law with respect to
PaineWebber New York Tax-Free Income Fund
(previously filed)
(12) Financial Statements omitted from prospectus-none
(13) Letter of investment intent 3/
(14) Prototype Retirement Plan - none
(15) (a) Plan of Distribution pursuant to Rule 12b-1
(Class A Shares) 10/
(b) Plan of Distribution pursuant to Rule 12b-1
(Class B Shares) 10/
(c) Plan of Distribution pursuant to Rule 12b-1
(Class C Shares) 11/
(16) (a) Schedule for Computation of Performance
Quotations for Class A Shares of Municipal High
Income Fund and New York Tax-Free Income Fund 9/
(b) Schedule for Computation of Performance
Quotations for Class B Shares of Municipal High
Income Fund and New York Tax-Free Income Fund 10/
(c) Schedule for Computation of Performance
Quotations for Class C Shares of Municipal High
Income Fund and New York Tax-Free Income Fund 11/
C-4
<PAGE>
(17) and (27) Financial Data Schedule (previously filed)
(18) Plan pursuant to Rule 18f-3 (filed herewith)
_____________________________
1/ Incorporated by reference from initial registration statement,
SEC File No. 33-11611, filed January 29, 1987.
2/ Incorporated by reference from Pre-Effective Amendment No. 2 to
the registration statement, SEC File No. 33-11611, filed May 13,
1987.
3/ Incorporated by reference from Pre-Effective Amendment No. 3 to
the registration statement, SEC File No. 33-11611, filed June 16,
1987.
4/ Incorporated by reference from Post-Effective Amendment No. 1 to
the registration statement, SEC File No. 33-11611, filed December
15, 1987.
5/ Incorporated by reference from Post-Effective Amendment No. 2 to
the registration statement, SEC File No. 33-11611, filed July 14,
1988.
6/ Incorporated by reference from Post-Effective Amendment No. 5 to
the registration statement, SEC File No. 33-11611, filed May 2,
1989.
7/ Incorporated by reference from Post-Effective Amendment No. 7 to
the registration statement, SEC File No. 33-11611, filed June 29,
1990.
8/ Incorporated by reference from Post-Effective Amendment No. 8 to
the registration statement, SEC File No. 33-11611, filed
April 29, 1991.
9/ Incorporated by reference from Post-Effective Amendment No. 9 to
the registration statement, SEC File No. 33-11611, filed June 24,
1991.
10/ Incorporated by reference from Post-Effective Amendment No. 11 to
the registration statement, SEC File No. 33-11611, filed June 24,
1992.
11/ Incorporated by reference from Post-Effective Amendment No. 12 to
the registration statement, SEC File No. 33-11611, filed June 30,
1993.
12/ Incorporated by reference from Post-Effective Amendment No. 13 to
the registration statement, SEC File No. 33-11611, filed July 1,
1994.
C-5
<PAGE>
13/ Incorporated by reference from Articles III, VIII, IX, I and XI
of Registrant's Declaration of Trust, as amended effective April
10, 1987, May 1, 1987, January 28, 1988, June 30, 1988, June 30,
1988, July 1, 1989, December 21, 1990, July 1, 1991, June 30,
1992, July 20, 1995, and November 10, 1995, and from Articles II,
VII and X of the Registrant's By-Laws, as amended September 28,
1994.
14/ Incorporated by reference from Post-Effective Amendment No. 14 to
the registration statement, SEC File No. 33-11611, filed June 30,
1995.
15/ Incorporated by reference from Post-Effective Amendment No. 15 to
the registration statement, SEC File No. 33-11611, filed
August 31, 1995.
16/ Incorporated by reference from Post-Effective Amendment No. 17 to
the registration statement, SEC File No. 33-11611, filed April
25, 1996.
17/ Incorporated by reference from Post-Effective Amendment No. 18 to
the registration statement, SEC File No. 33-11611, filed July 1,
1996.
Item 25. Persons Controlled by or under Common Control with
Registrant
--------------------------------------------------
None.
Item 26. Number of Holders of Securities
-------------------------------
Number of Record Holders
Title of Class as of August 30, 1996
-------------- ------------------------
Shares of beneficial interest ($.001 par
value)
PaineWebber Municipal High Income Fund
Class A Shares 1,927
Class B Shares 837
Class C Shares 668
Class Y Shares 0
PaineWebber New York Tax-Free Income Fund
Class A Shares 1,034
Class B Shares 405
Class C Shares 537
Class Y Shares 0
Item 27. Indemnification
---------------
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<PAGE>
Section 2 of "Indemnification" in Article X of the Declaration of
Trust provides that the appropriate series of 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 or a particular
series thereof; 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 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, or 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 Registrant, or is or was serving at
the request of the Registrant 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 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
between Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins") and
the Registrant provides that Mitchell Hutchins shall not be liable for any
error of judgment or mistake of law or for any loss suffered by any series
("Fund") or the Registrant in connection with the matters to which the
Contract relates, except for a loss resulting from willful misfeasance,
C-7
<PAGE>
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 and its officers, directors or
controlling persons against all liabilities arising from any alleged
untrue statement of material fact in the Registration Statement or from
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 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 of each Distribution
Contract 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 Contract.
Section 9 of each Exclusive Dealer Agreement contains provisions
similar to section 9 of the Distribution Contracts, 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
Contract.
Section 10 of each 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
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<PAGE>
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
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
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<PAGE>
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:
<TABLE>
<CAPTION>
Position and Offices With Underwriter
Name and Principal Position With or
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.
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
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<PAGE>
Position and Offices With Underwriter
Name and Principal Position With or
Business Address Registrant Exclusive Dealer
------------------ ------------- -------------------------
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
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
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
William W. Veronda Vice President Senior Vice President of Mitchell
1285 Avenue of the Americas Hutchins
New York, New York 10019
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, 1285 Avenue of
the Americas, New York, New York 10019. All other accounts, books and
C-11
<PAGE>
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-12
<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 MUNICIPAL SERIES
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 *
C-13
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Meyer Feldberg Trustee September 20, 1996
-----------------------------
Meyer Feldberg *
/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>
C-14
<PAGE>
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 MUNICIPAL SERIES
EXHIBIT INDEX
---------------------------
Exhibit
Number
-------
(1) (a) Declaration of Trust 1/
(b) Amendment effective April 10, 1987 to Declaration
of Trust 10/
(c) Amendment effective May 1, 1987 to Declaration of
Trust 2/
(d) Amendment effective January 28, 1988 to
Declaration of Trust 5/
(e) Amendment effective June 30, 1988 to Declaration
of Trust 6/
(f) Amendment effective August 23, 1988 to
Declaration of Trust 6/
(g) Amendment effective July 1, 1989 to Declaration
of Trust 10/
(h) Amendment effective December 21, 1990 to
Declaration of Trust 8/
(i) Amendment effective July 1, 1991 to Declaration
of Trust 10/
(j) Amendment effective June 30, 1992 to Declaration
of Trust 11/
(k) Amendment effective July 20, 1995 to Declaration
of Trust 15/
(l) Amendment effective November 10, 1995 to
Declaration of Trust 17/
(2) (a) By-Laws 2/
(b) Amendment dated March 19, 1991 to By-Laws 8/
(c) Amendment dated September 28, 1994 to By-Laws 14/
(3) Voting trust agreement - none
(4) Instruments defining the rights of holders of the
Registrant's shares of beneficial interest 13/
(5) Investment Advisory and Administration Contract 7/
(6) (a) Distribution Contract (Class A Shares) 12/
(b) Distribution Contract (Class B Shares) 12/
(c) Distribution Contract (Class C Shares) 17/
(d) Distribution Contract (Class Y Shares) 17/
(e) Exclusive Dealer Agreement (Class A Shares)12/
(f) Exclusive Dealer Agreement (Class B Shares)12/
(g) Exclusive Dealer Agreement (Class C Shares)17/
(h) Exclusive Dealer Agreement (Class Y Shares) 17/
C-16
<PAGE>
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 4/
(9) (a) Transfer Agency Agreement 8/
(b) Service Contract 7/
(10) (a) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class A and Class B Shares 9/
(b) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class C Shares 10/
(c) Opinion and consent of Kirkpatrick & Lockhart
LLP, counsel to the Registrant, with respect to
Class Y Shares 17/
(11) Other opinions, appraisals, rulings and consents:
(a) Independent Auditor's Consent (previously filed)
(b) Consent of special counsel to the Registrant with
respect to New York law with respect to
PaineWebber New York Tax-Free Income Fund
(previously filed)
(12) Financial Statements omitted from prospectus-none
(13) Letter of investment intent 3/
(14) Prototype Retirement Plan - none
(15) (a) Plan of Distribution pursuant to Rule 12b-1
(Class A Shares) 10/
(b) Plan of Distribution pursuant to Rule 12b-1
(Class B Shares) 10/
(c) Plan of Distribution pursuant to Rule 12b-1
(Class C Shares) 11/
(16) (a) Schedule for Computation of Performance
Quotations for Class A Shares of Municipal High
Income Fund and New York Tax-Free Income Fund 9/
(b) Schedule for Computation of Performance
Quotations for Class B Shares of Municipal High
Income Fund and New York Tax-Free Income Fund 10/
(c) Schedule for Computation of Performance
Quotations for Class C Shares of Municipal High
Income Fund and New York Tax-Free Income Fund 11/
(17) and (27) Financial Data Schedule (previously filed)
(18) Plan pursuant to Rule 18f-3 (filed herewith)
_____________________________
1/ Incorporated by reference from initial registration statement, SEC
File No. 33-11611, filed January 29, 1987.
2/ Incorporated by reference from Pre-Effective Amendment No. 2 to
the registration statement, SEC File No. 33-11611, filed May 13,
1987.
C-17
<PAGE>
3/ Incorporated by reference from Pre-Effective Amendment No. 3 to
the registration statement, SEC File No. 33-11611, filed June 16,
1987.
4/ Incorporated by reference from Post-Effective Amendment No. 1 to
the registration statement, SEC File No. 33-11611, filed December
15, 1987.
5/ Incorporated by reference from Post-Effective Amendment No. 2 to
the registration statement, SEC File No. 33-11611, filed July 14,
1988.
6/ Incorporated by reference from Post-Effective Amendment No. 5 to
the registration statement, SEC File No. 33-11611, filed May 2,
1989.
7/ Incorporated by reference from Post-Effective Amendment No. 7 to
the registration statement, SEC File No. 33-11611, filed June 29,
1990.
8/ Incorporated by reference from Post-Effective Amendment No. 8 to
the registration statement, SEC File No. 33-11611, filed April 29,
1991.
9/ Incorporated by reference from Post-Effective Amendment No. 9 to
the registration statement, SEC File No. 33-11611, filed June 24,
1991.
10/ Incorporated by reference from Post-Effective Amendment No. 11 to
the registration statement, SEC File No. 33-11611, filed June 24,
1992.
11/ Incorporated by reference from Post-Effective Amendment No. 12 to
the registration statement, SEC File No. 33-11611, filed June 30,
1993.
12/ Incorporated by reference from Post-Effective Amendment No. 13 to
the registration statement, SEC File No. 33-11611, filed July 1,
1994.
13/ Incorporated by reference from Articles III, VIII, IX, I and XI of
Registrant's Declaration of Trust, as amended effective April 10,
1987, May 1, 1987, January 28, 1988, June 30, 1988, June 30, 1988,
July 1, 1989, December 21, 1990, July 1, 1991, June 30, 1992, July
20, 1995, and November 10, 1995, and from Articles II, VII and X
of the Registrant's By-Laws, as amended September 28, 1994.
14/ Incorporated by reference from Post-Effective Amendment No. 14 to
the registration statement, SEC File No. 33-11611, filed June 30,
1995.
C-18
<PAGE>
15/ Incorporated by reference from Post-Effective Amendment No. 15 to
the registration statement, SEC File No. 33-11611, filed August
31, 1995.
16/ Incorporated by reference from Post-Effective Amendment No. 17 to
the registration statement, SEC File No. 33-11611, filed April 25,
1996.
17/ Incorporated by reference from Post-Effective Amendment No. 18 to
the registration statement, SEC File No. 33-11611, filed July 1,
1996.
C-19
<PAGE>
<PAGE>
EXHIBIT 18
PAINEWEBBER MUNICIPAL SERIES
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
PaineWebber Municipal Series 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 Municipal High Income Fund and PaineWebber
New York 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 Municipal Series
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 Municipal Series
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;
(3) SEC registration fees incurred by a specific Class of
shares;
<PAGE>
PaineWebber Municipal Series
Multiple Class Plan
Page 4
(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
Municipal Series, 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.
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
<PAGE>
PaineWebber Municipal Series
Multiple Class Plan
Page 5
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 Municipal Series.
July 24, 1996
<PAGE>
