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Rule 24f-2 NOTICE FOR
PAINEWEBBER MANAGED ASSETS TRUST
Capital Appreciation Fund
(1933 Act File No. 33-42160)
1. The fiscal year for which the notice is filed:
April 1, 1994 to March 31, 1995
2. The number or amount of securities of the same class or series,
if any, which have been registered under the Securities Act of
1933 other than pursuant to this section but which remain unsold
at the beginning of such fiscal period:
None
3. The number or amount of securities, if any, registered during
such fiscal period other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal year:
$60,709,970 representing 5,047,333, shares
5. The number or amount of securities sold during such fiscal period
in reliance upon registration pursuant to this section:
$60,709,970 representing 5,047,333, shares
6. The calculation of filing fee:
(a) The total amount of registered $60,709,970
shares of capital stock ($0.001
par value) sold including sales
load:
(b) Less the total amount of (76,165,555)
registered shares of capital
stock ($0.001 par value) redeemed
or repurchased:
(e) Net change ($15,455,585)
(f) Filing fee pursuant to section $0
6(b) of 1933 Act (Line (e) Amount
x .00034483):
/s/ Ann E. Moran
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Date: 25-May-95 Ann E. Moran
Vice President and Assistant Treasurer
PaineWebber Managed Assets Trust
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May 26, 1995
PaineWebber Managed Assets Trust
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Managed Assets Trust ("Trust") is an unincorporated
voluntary association organized under the laws of the Commonwealth of
Massachusetts on August 9, 1991. The Trust currently consists of one
series of shares of beneficial interest: PaineWebber Capital Appreciation
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 ("1940 Act"), for the purpose of making definite the number of
shares of the series which it has registered under the Securities Act of
1933, as amended ("1933 Act"), and which were sold during the fiscal year
ended March 31, 1995.
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 its fiscal year
ended March 31, 1995, the registration of which will be made definite by
the filing of the Rule 24f-2 Notices, were legally issued, fully paid and
non-assessable. We express no opinion as to compliance with the 1933 Act,
the 1940 Act or applicable state securities laws in connection with the
sales of shares.
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,
contact, 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
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PaineWebber Managed Assets Trust
May 26, 1995
Page 2
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.
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
By: /s/ Elinor W. Gammon
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Elinor W. Gammon
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