<PAGE>
As filed with the Securities and Exchange Commission on October 30, 1996
1933 Act Registration No. 33-39659
1940 Act Registration No. 811-6292
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.__17_ [__X__]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_____]
Amendment No. _____
(Check appropriate box or boxes.)
PAINEWEBBER INVESTMENT 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 the most recent fiscal year of PaineWebber Global Equity Fund on
October 25, 1996.
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PAINEWEBBER INVESTMENT TRUST
CALCULATION OF REGISTRATION FEE
<TABLE>
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
PaineWebber Global
Equity Fund
7,426,208 $ 16.93 $330,000* $100.00
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the price in effect on October 29, 1996.
____________________________
*Calculation of the proposed maximum aggregate price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During
the fiscal period March 1, 1996 to August 31, 1996 of its series
designated PaineWebber Global Equity Fund ("Global Equity Fund"),
Registrant redeemed or repurchased an aggregate of 16,624,526 shares of
beneficial interest of Global Equity Fund. During the current fiscal year
of Global Equity Fund, Registrant used 9,217,810 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 7,406,716 shares of the total redemptions and
repurchases of Global Equity Fund during its fiscal year ended August
31, 1996 to reduce the fee that would otherwise be required for the shares
registered hereby. During its current fiscal year of Global Equity Fund,
Registrant has filed no other post-effective amendment with respect to
Global Equity Fund for the purpose of the reduction pursuant to paragraph
(a) of Rule 24e-2.
<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 29th day of October, 1996.
PAINEWEBBER INVESTMENT 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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Margo N. Alexander President and Trustee October 29, 1996
----------------------------- (Chief Executive
Margo N. Alexander * Officer)
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman October 29, 1996
----------------------------- of the Board of
E. Garrett Bewkes, Jr. * Trustees
/s/ Richard Q. Armstrong Trustee October 29, 1996
-----------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Trustee October 29, 1996
-----------------------------
Richard R. Burt *
/s/ Mary C. Farrell Trustee October 29, 1996
-----------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Trustee October 29, 1996
-----------------------------
Meyer Feldberg *
/s/ George W. Gowen Trustee October 29, 1996
-----------------------------
George W. Gowen *
<PAGE>
/s/ Frederic V. Malek Trustee October 29, 1996
-----------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Trustee October 29, 1996
-----------------------------
Carl W. Schafer *
/s/ John R. Torell III Trustee October 29, 1996
-----------------------------
John R. Torell III *
/s/ Julian F. Sluyters Vice President and October 29, 1996
----------------------------- Treasurer (Chief
Julian F. Sluyters Financial and
Accounting 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.
<PAGE>
<PAGE>
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone 202-778-9000
October 30, 1996
PaineWebber Investment Trust
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Investment Trust ("Trust") is an unincorporated
voluntary association organized under the laws of the Commonwealth of
Massachusetts pursuant to a Declaration of Trust dated March 28, 1991. We
understand that the Trust is about to file Post-Effective Amendment No. 17
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 PaineWebber Global Equity Fund, a series of the
Trust.
We have, as counsel to the Trust, been advised of and
participated in various business and other proceedings 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 and other
documents relating to its organization and operations. Based on the
foregoing, it is our opinion that the shares of PaineWebber Global Equity
Fund currently being registered pursuant to Section 24(e)(1) of the 1940
Act, as reflected in Post-Effective Amendment No. 17, 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 persons
with claims against the Trust shall look solely to the Trust property or
to the property of one or more series of the Trust for satisfaction of
claims. It also states that notice of such disclaimer may be given in any
obligation, contract, instrument, certificate, or undertaking made or
issued by the trustees of the Trust on behalf of the Trust. The
Declaration of Trust further provides: (i) that the Trust shall indemnify
and hold each shareholder harmless from and against all claims and
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PaineWebber Investment Trust
October 30, 1996
Page 2
liabilities to which such shareholder may become subject by reason of his
being or having been a shareholder and (ii) that the Trust shall reimburse
such shareholder our of Trust property for all legal and other expenses
reasonably incurred by the shareholder in connection with any such claim
or liability. 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. 17, 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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