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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 Managed Assets 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:
PaineWebber Capital Appreciation Fund
(Class A, B and C shares)
3. Investment Company Act File Number:
811-6376
Securities Act File Number:
33-42160
4. Last day of fiscal year for which this notice is filed:
March 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
1
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8. Number and amount of securities registered during the fiscal year other than pursuant to rule
24f-2:
1,331,533 shares representing $15,455,585
9. Number and aggregate sale price of securities sold during the fiscal year:
3,327,188 shares representing $48,523,936
10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
3,327,188 shares representing $48,523,936
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):
788,937 shares representing $11,502,971
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): $ 48,523,936
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 11,502,971
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 60,026,907
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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): $
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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 1/29 of 1%
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(vii) Fee due (line (1) or
line (v) multiplied by
line (vi) $
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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/ Anne E. Moran
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Ann E. Moran
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Vice President & Asst Treasurer
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Date May 23, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
May 23, 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 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, 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 its fiscal year
ended March 31, 1996, 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.
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
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
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PaineWebber Managed Assets Trust
May 23, 1996
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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 LLP
/s/ Elinor W. Gammon
By: -----------------------
Elinor W. Gammon
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