<PAGE>
As filed with the Securities and Exchange Commission on June , 1996
1933 Act Registration No. 33-50716
1940 Act Registration No. 811-7104
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
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Pre-Effective Amendment No. _____ [_____]
Post-Effective Amendment No. 10 [ X ]
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
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Amendment No. ______
(Check appropriate box or boxes.)
PAINEWEBBER INVESTMENT TRUST II
(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
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:
ELINOR W. GAMMON, ESQ.
Kirkpatrick & Lockhart LLP
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)
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On pursuant to Rule 485(b)
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60 days after filing pursuant to Rule 485(a)(i)
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On pursuant to Rule 485(a)(i)
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<PAGE>
75 days after filing pursuant to Rule 485(a)(ii)
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On pursuant to Rule 485(a)(ii)
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Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
for its most recent fiscal year on August 30, 1995.
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PAINEWEBBER INVESTMENT TRUST II
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Securities Being Amount of Shares Offering Price Per Aggregate Offering Registration Fee
Registered Being Registered Unit Price _______________
________________ ________________ ________________ _________________
Shares of
Beneficial
Interest, Par Value
$0.001 2,777,284 $10.00 $290,000* $100.00
</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 June 3, 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 June 30, 1995, Registrant redeemed or repurchased an
aggregate of 4,529,957 shares of beneficial interest. During its current
fiscal year, Registrant used 1,781,673 shares 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 2,748,284 shares of the total redemptions and
repurchases during its fiscal year ended June 30, 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.
<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 6th day of June, 1996.
PAINEWEBBER INVESTMENT TRUST II
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>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Margo N. Alexander President and Trustee June 6, 1996
------------------------------ (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman June 6, 1996
------------------------------ of the Board of Trustees
E. Garrett Bewkes, Jr.
/s/ Richard Q. Armstrong Trustee June 6, 1996
------------------------------
Richard Q. Armstrong **
/s/ Richard R. Burt Trustee June 6, 1996
------------------------------
Richard R. Burt **
/s/ Mary C. Farrell Trustee June 6, 1996
------------------------------
Mary C. Farrell **
/s/ Meyer Feldberg Trustee June 6, 1996
------------------------------
Meyer Feldberg **
<PAGE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ George W. Gowen Trustee June 6, 1996
------------------------------
George W. Gowen
/s/ Frederic V. Malek Trustee June 6, 1996
------------------------------
Frederic V. Malek **
/s/ Carl W. Schafer Trustee June 6, 1996
------------------------------
Carl W. Schafer **
/s/ John R. Torell III Trustee June 6, 1996
------------------------------
John R. Torell III **
/s/ Julian F. Sluyters Vice President and June 6, 1996
------------------------------ Treasurer (Chief Financial
Julian F. Sluyters and Accounting Officer)
</TABLE>
SIGNATURES (Continued)
* Signature affixed by Dianne E. O'Donnell pursuant to power of
attorney dated May 18, 1995 and previously filed.
** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated April 18, 1996 and incorporated by reference from
Post-Effective Amendment No. 17 to the registration statement of
PaineWebber Municipal Series, SEC File No. 33-11611, filed
April 25, 1996.
<PAGE>
<PAGE>
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036-1800
Telephone (202) 778-9000
Facsimile (202) 779-9100
June 7, 1996
PaineWebber Investment Trust II
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Investment Trust II ("Trust") is an unincor-porated
voluntary association organized under the laws of the Commonwealth of
Massachusetts pursuant to an Amended and Restated Declaration of Trust
dated August 10, 1992. We understand that the Trust is about to file
Post-Effective Amendment No. 10 to its Registration Statement on Form N-1A
for the purpose of register-ing additional shares of beneficial interest
of the Trust 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 to the Trust, been advised of the various
business and other proceedings 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 and other documents relating
to its organization and operation. 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. 10, 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 shares 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 persons
with claims against the Trust shall look solely to the Trust property or
to the property of one 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
<PAGE>
PaineWebber Investment Trust II
June 7, 1996
Page 2
liabilities to which such shareholder may become subject by reason of his
being or having been a share-holder and (ii) shall reimburse such
shareholder 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 a series thereof would be unable to meet its obligations.
We hereby consent to the filing of this opinion in connection
with Post-Effective Amendment No. 10 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/ Rebecca H. Laird
--------------------------
Rebecca H. Laird
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