<PAGE>
As filed with the Securities and Exchange Commission on February 29, 1996
1933 Act Registration No. 33-42160
1940 Act Registration No. 811-6376
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. 7 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_____]
Amendment No. ______
(Check appropriate box or boxes.)
PAINEWEBBER MANAGED ASSETS 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
GREGORY K. TODD, 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
2nd Floor
1800 Massachusetts Avenue, N.W.
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 has filed the notice required by
such Rule for its most recent fiscal year on May 26, 1995.
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PAINEWEBBER MANAGED ASSETS TRUST
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Amount of Maximum Maximum Amount of
Securities Being Shares Being Offering Price Aggregate Registra-
Registered Registered Per Unit Offering Price tion Fee
----------------- ------------ --------------- -------------- ---------
<S> <C> <C> <C> <C>
Shares of Beneficial
Interest, Par Value
$.001, of
PaineWebber Capital 1,331,533 $14.95 $290,000* $100.00*
Appreciation Fund
(Class C)
</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 February 15, 1996.
____________________
* Calculation of the proposed maximum aggregate price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During
its fiscal year ended March 31, 1995, Registrant redeemed or repurchased
shares of beneficial interest in the aggregate amount of 6,359,468.
During its current fiscal year, Registrant used 5,047,333 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 1,312,135 of the total redemptions and
repurchases during its fiscal year ended March 31, 1995 to reduce the fee
that would otherwise be required for the shares registered hereby. During
its current fiscal year, Registrant has filed no other post-effective
amendment for the purpose of the reduction pursuant to paragraph (a) of
Rule 24e-2.
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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
executed on its behalf by the undersigned, thereto duly authorized, in
this City of New York and State of New York, on the 28th day of February,
1996.
PAINEWEBBER MANAGED ASSETS TRUST
By: /s/ Dianne E. O'Donnell
----------------------------
Dianne E. O'Donnell
Vice President & Secretary
Pursuant to the requirements of the Securities Act of 1933, this
instrument 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 (Chief Executive Officer) February 28, 1996
----------------------
Margo N. Alexander
/s/ E. Garrett Bewkes, Jr.** Trustee and Chairman February 28, 1996
-------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr.
/s/ Meyer Feldberg *** Trustee February 28, 1996
--------------------------
Meyer Feldberg
/s/ George W. Gowen *** Trustee February 28, 1996
--------------------------
George W. Gowen
/s/ Frederic V. Malek *** Trustee February 28, 1996
--------------------------
Frederic V. Malek
/s/ Judith Davidson Moyers*** Trustee February 28, 1996
--------------------------
Judith Davidson Moyers
/s/ Julian F. Sluyters Vice President and Treasurer February 28, 1996
---------------------- (Principal Financial and
Julian F. Sluyters Accounting Officer)
</TABLE>
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* Signature affixed by Elinor W. Gammon pursuant to power of attorney
dated May 8, 1995 and incorporated by reference from Post-Effective
Amendment No. 34 to the registration statement of PaineWebber America
Fund, SEC File No. 2-78626, filed May 10, 1995.
** Signature affixed by Elinor W. Gammon pursuant to powers of attorney
dated January 3, 1994 and incorporated by reference from Post-Effective
Amendment No. 25 to the registration statement of PaineWebber Investment
Series, SEC File No. 33-11025, filed March 1, 1994.
*** Signatures affixed by Elinor W. Gammon pursuant to powers of attorney
dated March 2, 1992 and incorporated by reference from Pre-Effective
Amendment No. 2 to the registration statement of PaineWebber Managed
Assets Trust, SEC File No. 33-42160, filed March 3, 1991.
<PAGE>
<PAGE>
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036-1800
Telephone (202) 778-9000
Facsimile (202) 778-9100
February 29, 1996
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 has one series of
shares of beneficial interest: PaineWebber Capital Appreciation Fund. We
understand that the Trust is about to file Post-Effective Amendment No. 7
to its Registration Statement on Form N-1A for the purpose of registering
additional shares of beneficial interest of the PaineWebber Capital
Appreciation Fund 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").
We have, as counsel, participated in various business and other
proceedings relating to the Trust. We have examined copies, either
certified or otherwise proved to be genuine, of its Declaration of Trust
and By-Laws of the Trust, the minutes of meetings of its board of trustees
and other documents relating to its organization and operation, and we are
generally familiar with its business affairs. Based on the foregoing, it
is our opinion that the shares of beneficial interest of the Trust
currently being registered pursuant to Section 24(e)(1) of the 1940 Act,
as reflected in Post-Effective Amendment No. 7, 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;
and when so issued, these share of beneficial interest will be legally
issued, fully paid and non-assessable.
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, contract, 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
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PaineWebber Managed Assets Trust
February 29, 1996
Page 2
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 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 the filing of this opinion in connection
with Post-Effective Amendment No. 7 to the Trust's Registration Statement
on Form N-1A to be filed with the Securities and Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By:/s/ Elinor W. Gammon
-----------------------
Elinor W. Gammon
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