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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 Investment 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:
Class A, B, C and Y shares of
--PaineWebber Global Equity Fund
--PaineWebber Tactical Allocation Fund
--Mitchell Hutchins/Kidder, Peabody Intermediate Fixed Income Fund
--Mitchell Hutchins/Kidder, Peabody Adjustable Rate Government Income Fund
--Mitchell Hutchins/Kidder, Peabody Global Fixed Income Fund
3. Investment Company Act File Number:
811-6292
Securities Act File Number:
33-39659
4. Last day of fiscal year for which this notice is filed:
August 31, 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:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
16,187,395 shares representing $261,692,946 (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:
14,285,312 shares representing $233,329,598
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):
1,902,083 shares representing $28,363,348
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): $ 233,329,598
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 28,363,348
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(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 261,692,946
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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 1/33 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:
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 October 24, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036
October 25, 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 Massachusetts on March
28, 1991. 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 ("1940 Act"), for the purpose of making definite the number of
shares which it has registered under the Securities Act of 1933, as
amended ("1933 Act"), and which were sold during the fiscal year ended
August 31, 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 August 31, 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 persons
with claims against the Trust shall look solely to the Trust property or
to the property of more 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
liabilities to which such shareholder may become subject by reason of his
being or having been a shareholder and (ii) shall reimburse such share-
holder out of the 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 series would be unable to meet its obligations.
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PaineWebber Investment Trust
October 25, 1996
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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
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Elinor W. Gammon
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