As filed with the Securities and Exchange Commission on December 2, 1999
1933 Act Registration No. 33-39659
1940 Act Registration No. 811-6292
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-lA
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 29 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 29 [ X ]
(Check appropriate box or boxes.)
PAINEWEBBER INVESTMENT TRUST
(Exact name of registrant as specified in charter)
51 West 52nd Street
New York, New York 10019-6114
(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:
ROBERT A. WITTIE, ESQ.
ELINOR W. GAMMON, ESQ.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W. 2nd Floor
Washington, D.C. 20036-1800
Telephone (202) 778-9000
Approximate Date of Proposed Public Offering: Effective Date of this Post-
Effective Amendment.
[ ] Immediately upon filing pursuant to Rule 485(b)
[ X ] On December 10, 1999 pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(1)
[ ] On _____________ pursuant to Rule 485(a)(1)
[ ] 75 days after filing pursuant to Rule 485(a)(2)
[ ] On _____________ pursuant to Rule 485(a)(2)
If appropriate, check the following box:
[ X ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
This post-effective amendment designates December 10, 1999 as the new effective
date for Post-Effective Amendment No. 28, which was filed October 4, 1999 with a
December 3, 1999 effective date.
Title of Securities Being Registered: Class A, B, C and Y Shares of Beneficial
Interest of PaineWebber Tactical Allocation Fund.
<PAGE>
Parts A and B of the registration statement were previously filed.
<PAGE>
PART C. OTHER INFORMATION
-------------------------
Item 23. Exhibits
- ------- --------
(1) Amended and Restated Declaration of Trust 1/
(2) Restated By-Laws 1/
(3) Instruments defining the rights of the holders of Registrant's shares
of beneficial interest 2/
(4) (a) Investment Advisory and Administration Contract applicable to
PaineWebber Tactical Allocation Fund 3/
(b) Investment Advisory and Administration Contract applicable to
PaineWebber Global Equity Fund 4/
(c) Sub-Advisory Contract with Invista Capital Management, LLC
applicable to PaineWebber Global Equity Fund 4/
(5) (a) Distribution Contract for Class A Shares 5/
(b) Distribution Contract for Class B Shares 5/
(c) Distribution Contract for Class C Shares 5/
(d) Distribution Contract for Class Y Shares 5/
(e) Exclusive Dealer Agreement with respect to Class A Shares 5/
(f) Exclusive Dealer Agreement with respect to Class B Shares 5/
(g) Exclusive Dealer Agreement with respect to Class C Shares 5/
(h) Exclusive Dealer Agreement with respect to Class Y Shares 5/
(6) Bonus, profit sharing or pension plans - none
(7) Custody Contract 1/
(8) Transfer Agency Services and Shareholder Services Agreement 6/
(9) Opinion and consent of counsel (to be filed)
(10) Other opinions, appraisals, rulings and consents: Auditors' consent
(to be filed)
(11) Financial statements omitted from prospectus - none
(12) Purchase Agreement 1/
(13) (a) Plan of Distribution pursuant to Rule 12b-1 with respect to Class
A shares 4/
(b) Plan of Distribution pursuant to Rule 12b-1 with respect to Class
B shares 4/
(c) Plan of Distribution pursuant to Rule 12b-1 with respect to Class
C shares 4/
(14) and
(27) Financial Data Schedule (not applicable)
(15) Plan pursuant to Rule 18f-3 7/
- ------------------------------
1/ Incorporated by reference from Post-Effective Amendment No. 22 to the
registration statement of PaineWebber Investment Trust, SEC File No.
33-39659, filed on February 27, 1998.
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<PAGE>
2/ Incorporated by reference from Articles IV, V, VI, VII, and X of
Registrant's Amended and Restated Declaration of Trust and from Articles
II and XI of Registrant's Restated By-Laws.
3/ Incorporated by reference from Post-Effective Amendment No. 14 to the
registration statement of PaineWebber Investment Trust, SEC File No.
33-39659, filed on December 29, 1995.
4/ Incorporated by reference from Post-Effective Amendment No. 25 to the
registration statement of PaineWebber Investment Trust, SEC File No.
33-39659, filed on November 23, 1998.
5/ Incorporated by reference from Post-Effective Amendment No. 15 to the
registration statement of PaineWebber Investment Trust, SEC File No.
33-39659, filed on July 1, 1996.
6/ Incorporated by reference from Post-Effective Amendment No. 23 to the
registration statement of PaineWebber Investment Trust, SEC File No.
33-39659, filed on September 1, 1998
7/ Incorporated by reference from Post-Effective Amendment No. 16 to the
registration statement of PaineWebber Investment Trust, SEC File. No.
33-39659, filed on August 29, 1996.
Item 24. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------
None.
Item 25. Indemnification
---------------
Section 4.2 of Article IV of the Registrant's Declaration of Trust
provides that no Trustee, officer, employee or agent of the Trust shall be
liable to the Trust, its shareholders, or to any shareholder, Trustee, officer,
employee, or agent thereof for any action or failure to act (including without
limitation the failure to compel in any way any former or acting Trustee to
redress any breach of trust) except for his or her own bad faith, willful
misfeasance, gross negligence or reckless disregard of the duties involved in
the conduct of his office.
Section 4.3(a) of Article IV of the Registrant's 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 all
liability and against all expenses reasonably incurred or paid by such Trustees
and officers in connection with any claim, action, suit or proceeding in which
such Trustee or officer becomes involved as a party or otherwise by virtue of
his or her being or having been a Trustee or officer and against amounts paid or
incurred by him or her in the settlement thereof. Additionally, Section 4.3(b)
of Article IV provides that no such person shall be indemnified (i) where such
person is liable to the Trust, a series thereof or the 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, (ii) where such person has
been finally adjudicated not to have acted in good faith in the reasonable
belief that his or her action was in the best interest of the Trust, or a series
thereof, or (iii) in the event of a settlement or other disposition not
involving a final adjudication as provided in (ii) above resulting in a payment
by a Trustee or officer, unless there has been a determination by the court of
other body approving the settlement or other disposition or based upon a review
of readily available facts by vote of a majority of the non-interested Trustees
or written opinion of independent legal counsel, that such Trustee or officer
did not engage in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office. Section
4.3(b) of Article IV further provides that the rights of indemnification may be
insured against by policies maintained by the Trust. Section 4.4 of Article IV
provides that no Trustee shall be obligated to give any bond or other security
for the performance of any of his or her duties hereunder.
Section 4.6 of Article IV provides that each Trustee, officer or
employee of the Trust or a series thereof shall, in the performance of his or
her duties, be fully and completely justified and protected with regard to any
act or any failure to act resulting from reliance in good faith upon the books
of account or other records of the Trust or a series thereof, upon an opinion of
counsel, or upon reports made to the Trust or a series thereof by any of its
officers or employees or by the Investment Adviser, the Administrator, the
Distributor, Transfer Agent, selected dealers, accountants, appraisers or other
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<PAGE>
experts or consultants selected with reasonable care by the Trustees, officers
or employees of the Trust, regardless of whether such counsel or expert may also
be a Trustee.
Section 9 of each Investment Advisory and Administration Contract with
Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins") 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 of the Registrant in connection with
the matters to which the Contract relates, except for a loss resulting from the
willful misfeasance, 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. Each Contract also provides that the Trustees shall
not be liable for any obligations of the Trust or any series 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 6 of the Sub-Investment Advisory Agreement between Mitchell
Hutchins and Invista Capital Management, LLC ("Invista") provides that Invista
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the matters to which the Agreement
relates, except for a loss resulting from the willful misfeasance, bad faith, or
gross negligence of Invista in the performance of its duties or from its
reckless disregard of its obligations and duties under the Agreement.
Section 9 of each Distribution Contract provides that the Trust will
indemnify Mitchell Hutchins and its officers, directors and controlling persons
against all liabilities arising from any alleged untrue statement of material
fact in the Registration Statement or from any 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 Trust 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 Trust, 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 10 of each Distribution Contract contains provisions similar
to that of the section of the Investment Advisory and Administration Contracts
limiting the liability of the Trust's trustees.
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 Trust, pursuant to the foregoing provisions or
otherwise, the Trust has been advised that in the 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 Trust of
expenses incurred or paid by a Trustee, officer or controlling person of the
Trust in connection with the successful defense of any action, suit or
proceeding or payment pursuant to any insurance policy) is asserted against the
Trust by such Trustee, officer or controlling person in connection with the
securities being registered, the Trust 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 26. Business and Other Connections of Investment Adviser
----------------------------------------------------
(a) Mitchell Hutchins Asset Management Inc. 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
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<PAGE>
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.
(b) INVISTA CAPITAL MANAGEMENT, LLC Invista Capital Management, LLC
("Invista") serves as investment sub-adviser for PaineWebber
Global Equity Fund. Invista, an Iowa Corporation, is a registered
investment adviser and is an indirect, wholly owned subsidiary of
Principal Life Insurance Company. Invista is primarily engaged in
the investment advisory business. Information as to the officers
and directors of Invista is included on its Form ADV, as filed
with the Securities and Exchange Commission (registration number
801-23020), and is incorporated herein by reference.
Item 27. 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 MUNICIPAL INCOME FUND INC.
MANAGED HIGH YIELD FUND INC.
MANAGED HIGH YIELD PLUS FUND INC.
MITCHELL HUTCHINS LIR MONEY SERIES
MITCHELL HUTCHINS PORTFOLIOS
MITCHELL HUTCHINS SERIES TRUST
PAINEWEBBER AMERICA FUND
PAINEWEBBER FINANCIAL SERVICES GROWTH FUND INC.
PAINEWEBBER INDEX TRUST
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
STRATEGIC GLOBAL INCOME FUND, INC.
2002 TARGET TERM TRUST INC.
(b) Mitchell Hutchins is the Registrant's principal underwriter.
PaineWebber acts as exclusive dealer of the Registrant's shares. 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.
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<PAGE>
<TABLE>
<CAPTION>
Positions and Offices With Positions and Offices With Underwriter
Name Registrant or Exclusive Dealer
---- ---------- -------------------
<S> <C> <C>
Margo N. Alexander* Trustee and President President, Chief Executive Officer
and a Director of Mitchell Hutchins and
an Executive Vice President and a
Director of PaineWebber
Mary C. Farrell** Trustee Managing Director, Senior Investment
Strategist and member of the Investment
Policy Committee of PaineWebber
Brian M. Storms* Trustee President and Chief Operating Officer of
Mitchell Hutchins
T. Kirkham Barneby* Vice President Managing Director and Chief Investment
Officer-Quantitative Investments of
Mitchell Hutchins
John J. Lee** Vice President and Vice President and a Manager of the
Assistant Treasurer Mutual Fund Finance Department of
Mitchell Hutchins
Kevin J. Mahoney** Vice President and First Vice President and a Senior
Assistant Treasurer Manager of the Mutual Fund Finance
Department of Mitchell Hutchins
Ann E. Moran** Vice President and Vice President and a Manager of the
Assistant Treasurer Mutual Fund Finance Department of
Mitchell Hutchins
Dianne E. O'Donnell** Vice President and Senior Vice President and Deputy
Secretary General Counsel of Mitchell Hutchins
Emil Polito* Vice President Senior Vice President and Director of
Operations and Control of Mitchell Hutchins
Victoria E. Schonfeld** Vice President Managing Director and General Counsel of
Mitchell Hutchins and a Senior Vice
President of PaineWebber
Paul H. Schubert** Vice President and Senior Vice President and Director of
Treasurer the Mutual Fund Finance Department of
Mitchell Hutchins
Barney A. Taglialatela** Vice President and Vice President and a Manager of the
Assistant Treasurer Mutual Fund Finance Department of
Mitchell Hutchins
Mark A. Tincher* Vice President Managing Director and Chief Investment
Officer - Equities of Mitchell Hutchins
Keith A. Weller** Vice President and First Vice President and Associate General
Assistant Secretary Counsel of Mitchell Hutchins
- ---------------------
* The business address of this person is 51 West 52nd Street, New York, New York 10019-6114.
** The business address of this person is 1285 Avenue of the Americas, New York, New York 10019.
</TABLE>
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<PAGE>
(c) None.
Item 28. 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 Registrant's investment adviser and administrator,
Mitchell Hutchins, 1285 Avenue of the Americas, New York, New York 10019. All
other accounts, books and documents required by Rule 31a-1 are maintained in the
physical possession of Registrant's transfer agent and custodians.
Item 29. Management Services
-------------------
Not applicable.
Item 30. Undertakings
------------
None.
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<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 30th day of November, 1999.
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>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Margo N. Alexander President and Trustee November 30, 1999
- ----------------------------- (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman November 30, 1999
- ----------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Trustee November 30, 1999
- -----------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Trustee November 30, 1999
- -----------------------------
Richard R. Burt *
/s/ Mary C. Farrell Trustee November 30, 1999
- -----------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Trustee November 30, 1999
- -----------------------------
Meyer Feldberg *
/s/ George W. Gowen Trustee November 30, 1999
- -----------------------------
George W. Gowen *
/s/ Frederic V. Malek Trustee November 30, 1999
- -----------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Trustee November 30, 1999
- -----------------------------
Carl W. Schafer *
/s/ Brian M. Storms Trustee November 30, 1999
- -----------------------------
Brian M. Storms **
/s/ Paul H. Schubert Vice President and November 30, 1999
- ----------------------------- Treasurer (Chief Financial
Paul H. Schubert and Accounting Officer)
</TABLE>
<PAGE>
SIGNATURES (CONTINUED)
* Signature affixed by Elinor W. Gammon pursuant to powers 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 2-89016, filed June 27, 1996.
** Signature affixed by Elinor W. Gammon pursuant to power of attorney dated
May 14, 1999 and incorporated by reference from Post-Effective Amendment
No. 61 to the registration statement of PaineWebber Managed Investments
Trust, SEC File 2-91362, filed June 1, 1999.
<PAGE>
PAINEWEBBER INVESTMENT TRUST
EXHIBIT INDEX
-------------
Exhibit
Number
- ------
(1) Amended and Restated Declaration of Trust 1/
(2) Restated By-Laws 1/
(3) Instruments defining the rights of the holders of Registrant's shares of
beneficial interest 2/
(4) (a) Investment Advisory and Administration Contract applicable to
PaineWebber Tactical Allocation Fund 3/
(b) Investment Advisory and Administration Contract applicable to
PaineWebber Global Equity Fund 4/
(c) Sub-Advisory Contract with Invista Capital Management, LLC applicable
to PaineWebber Global Equity Fund 4/
(5) (a) Distribution Contract for Class A Shares 5/
(b) Distribution Contract for Class B Shares 5/
(c) Distribution Contract for Class C Shares 5/
(d) Distribution Contract for Class Y Shares 5/
(e) Exclusive Dealer Agreement with respect to Class A Shares 5/
(f) Exclusive Dealer Agreement with respect to Class B Shares 5/
(g) Exclusive Dealer Agreement with respect to Class C Shares 5/
(h) Exclusive Dealer Agreement with respect to Class Y Shares 5/
(6) Bonus, profit sharing or pension plans - none
(7) Custody Contract 1/
(8) Transfer Agency Services and Shareholder Services Agreement 6/
(9) Opinion and consent of counsel (to be filed)
(10) Other opinions, appraisals, rulings and consents: Auditors' consent (to be
filed)
(11) Financial statements omitted from prospectus - none
(12) Purchase Agreement 1/
(13) (a) Plan of Distribution pursuant to Rule 12b-1 with respect to Class A
shares 4/
(b) Plan of Distribution pursuant to Rule 12b-1 with respect to Class B
shares 4/
(c) Plan of Distribution pursuant to Rule 12b-1 with respect to Class C
shares 4/
(14) and
(27) Financial Data Schedule (not applicable)
(15) Plan pursuant to Rule 18f-3 7/
- ---------------------------
1/ Incorporated by reference from Post-Effective Amendment No. 22 to the
registration statement of PaineWebber Investment Trust, SEC File No.
33-39659, filed on February 27, 1998.
<PAGE>
2/ Incorporated by reference from Articles IV, V, VI, VII, and X of
Registrant's Amended and Restated Declaration of Trust and from Articles
II and XI of Registrant's Restated By-Laws.
3/ Incorporated by reference from Post-Effective Amendment No. 14 to the
registration statement of PaineWebber Investment Trust, SEC File No.
33-39659, filed on December 29, 1995.
4/ Incorporated by reference from Post-Effective Amendment No. 25 to the
registration statement of PaineWebber Investment Trust, SEC File No.
33-39659, filed on November 23, 1998.
5/ Incorporated by reference from Post-Effective Amendment No. 15 to the
registration statement of PaineWebber Investment Trust, SEC File No.
33-39659, filed on July 1, 1996.
6/ Incorporated by reference from Post-Effective Amendment No. 23 to the
registration statement of PaineWebber Investment Trust, SEC File No.
33-39659, filed on September 1, 1998
7/ Incorporated by reference from Post-Effective Amendment No. 16 to the
registration statement of PaineWebber Investment Trust, SEC File. No.
33-39659, filed on August 29, 1996.
