<PAGE>
PAINEWEBBER GROWTH AND INCOME FUND
(formerly PaineWebber Dividend Growth Fund)
Supplement to Prospectus dated January 1, 1995
THE FOLLOWING INFORMATION REVISES AND SUPPLEMENTS THE INFORMATION
CONTAINED IN THE FUND'S PROSPECTUS DATED JANUARY 1, 1995, INCLUDING THE
INFORMATION APPEARING UNDER THE CAPTION "MANAGEMENT" ON PAGE 21:
Effective April 3, 1995, the name of the Fund has been changed to
"PaineWebber Growth and Income Fund."
Effective April 3, 1995, Mark A. Tincher is responsible for the
day-to-day management of the Fund. Mr. Tincher is a Managing Director and Chief
Investment Officer of Equity Investments of Mitchell Hutchins. Mr. Tincher is
responsible for overseeing the management of equity investments for Mitchell
Hutchins. Prior to joining Mitchell Hutchins in March 1995, Mr. Tincher was a
vice president of Chase Manhattan Private Bank ("Chase") where he was head of
the U.S. Funds Management and Equity Research area. At Chase since 1988, Mr.
Tincher oversaw the management of all Chase U.S. equity funds (the Vista Funds
and Trust Investment Funds).
Effective April 3, 1995, in connection with Mr. Tincher taking over the
day-to-day management of the Fund, the sub-advisory agreement between Mitchell
Hutchins and Mitchell Hutchins Institutional Investors Inc. has been terminated.
Dated: April 10, 1995
<PAGE>
-----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
1285 Avenue of the Americas, New York, New York 10019
Prospectus -- January 1, 1995
- --------------------------------------------------------------------------------
The Fund is a series of PaineWebber America Fund ("Trust"). This Prospectus
concisely sets forth information about the Fund a prospective investor should
know before investing. Please retain this Prospectus for future reference. A
Statement of Additional Information dated January 1, 1995 (which is
incorporated by reference herein) has been filed with the Securities and
Exchange Commission. The Statement of Additional Information can be obtained
without charge, and further inquiries can be made, by contacting the Fund, your
PaineWebber investment executive or PaineWebber's correspondent firms or by
calling toll-free 1-800-647-1568.
. Professional Management
. Portfolio Diversification
. Dividend and Capital Gain Reinvestment
. Flexible Pricing SM
. Low Minimum Investment
. Automatic Investment Plan
. Systematic Withdrawal Plan
. Exchange Privileges
. Suitable For Retirement Plans
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE WISCONSIN INVESTORS SHOULD NOTE THAT THE FUND MAY INVEST UP TO
10% OF ITS NET ASSETS IN RESTRICTED SECURITIES (OTHER THAN RULE 144A
SECURITIES DETERMINED TO BE LIQUID BY THE TRUST'S BOARD OF TRUSTEES).
INVESTMENT IN RESTRICTED SECURITIES (OTHER THAN SUCH RULE 144A
SECURITIES) IN EXCESS OF 5% OF THE FUND'S TOTAL ASSETS MAY BE
CONSIDERED A SPECULATIVE ACTIVITY AND MAY RESULT IN GREATER RISK
AND INCREASED FUND EXPENSES.
------------
Prospectus Page 1
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary......................................................... 3
Financial Highlights....................................................... 7
Flexible Pricing System.................................................... 9
Investment Objective and Policies.......................................... 10
Purchases.................................................................. 12
Exchanges.................................................................. 16
Redemptions................................................................ 17
Conversion of Class B Shares............................................... 18
Other Services and Information............................................. 18
Dividends and Taxes........................................................ 19
Valuation of Shares........................................................ 20
Management................................................................. 20
Performance Information.................................................... 22
General Information........................................................ 22
Appendix................................................................... 24
</TABLE>
-------------
Prospectus Page 2
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
See the body of the Prospectus for more information on the topics discussed in
this summary.
The Fund: PaineWebber Dividend Growth Fund ("Fund") is a diver-
sified series of an open-end management investment
company.
Investment Objective Current income and capital growth; invests primarily
and Policies: in dividend-paying common stocks with the potential
for increasing dividends.
Total Net Assets: $486.1 million at November 30, 1994.
Investment Adviser Mitchell Hutchins Asset Management Inc. ("Mitchell
and Administrator: Hutchins"), an asset management subsidiary of
PaineWebber Incorporated ("PaineWebber"), manages ap-
proximately $35.3 billion in assets. See "Management."
Sub-Adviser: Mitchell Hutchins Institutional Investors Inc. ("Sub-
Adviser") manages approximately $9.2 billion in as-
sets. See "Management."
Purchases: Shares of beneficial interest are available exclu-
sively through PaineWebber and its correspondent firms
for investors who are clients of PaineWebber or those
firms ("PaineWebber clients") and, for other invest-
ors, through PFPC Inc., the Fund's transfer agent
("Transfer Agent").
Flexible Pricing Investors may select Class A, Class B or Class D
System: shares, each with a public offering price that re-
flects different sales charges and expense levels. See
"Flexible Pricing System," "Purchases," "Redemptions"
and "Conversion of Class B Shares."
Class A Shares Offered at net asset value plus any applicable sales
charge (maximum is 4.5% of public offering price).
Class B Shares Offered at net asset value (a maximum contingent de-
ferred sales charge of 5% of redemption proceeds is
imposed on certain redemptions made within six years
of date of purchase). Class B shares automatically
convert into Class A shares (which pay lower ongoing
expenses) approximately six years after purchase.
Class D Shares Offered at net asset value without an initial or con-
tingent deferred sales charge. Class D shares pay
higher ongoing expenses than Class A shares and do not
convert into another Class.
Exchanges: Shares may be exchanged for shares of the correspond-
ing Class of most PaineWebber mutual funds.
Redemptions: PaineWebber clients may redeem through PaineWebber;
other shareholders must redeem through the Transfer
Agent.
Dividends: Declared and paid quarterly; net capital gain is dis-
tributed annually. See "Dividends and Taxes."
Reinvestment: All dividends and capital gain distributions are paid
in Fund shares of the same Class at net asset value
unless the shareholder has requested cash.
Minimum Purchase: $1,000 for the first purchase; $100 for subsequent
purchases.
-------------
Prospectus Page 3
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
PROSPECTUS SUMMARY
(Continued)
- --------------------------------------------------------------------------------
Other Features:
Class A Shares Automatic investment plan Quantity discounts on initial
Systematic withdrawal plan sales charge
Rights of accumulation 365-day reinstatement privilege
Class B Shares Automatic investment plan Systematic withdrawal plan
Class D Shares Automatic investment plan Systematic withdrawal plan
---------------
WHO SHOULD INVEST. The Fund invests primarily in dividend-paying common stocks
selected through a disciplined methodology and provides a convenient means for
the conservative equity investor to achieve some current income through
quarterly dividends while pursuing long-term objectives. The Fund primarily
invests in stocks which, at the time of purchase, meet specific criteria
relating to growth in earnings and dividends. While the Fund is not intended to
provide a complete or balanced investment program, it can serve as one
component of an investor's long-term program to accumulate assets for
retirement, college tuition or other major goals.
RISK FACTORS. There can be no assurance that the Fund will achieve its
investment objective, and the Fund's net asset value will fluctuate based upon
changes in the value of its portfolio securities. Certain investment grade debt
securities in which the Fund may invest have speculative characteristics. The
Fund's ability to invest in U.S. dollar-denominated foreign securities and its
use of options and futures contracts involve special risks.
-------------
Prospectus Page 4
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
PROSPECTUS SUMMARY
(Continued)
- --------------------------------------------------------------------------------
EXPENSES OF INVESTING IN THE FUND. The following tables are intended to assist
investors in understanding the expenses associated with investing in the Fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
------- ------- -------
<S> <C> <C> <C>
Shareholder Transaction Expenses(1)
Maximum sales charge on purchases of shares (as a
percentage of public offering price)................. 4.5% None None
Sales charge on reinvested dividends.................. None None None
Exchange fee.......................................... $5.00 $5.00 $5.00
Maximum contingent deferred sales charge (as a
percentage of redemption proceeds)................... None 5% None
Annual Fund Operating Expenses(2)
(as a percentage of average net assets)
Management fees....................................... 0.70% 0.70% 0.70%
12b-1 fees(3)......................................... 0.23 1.00 1.00
Other expenses........................................ 0.27 0.27 0.24
----- ----- -----
Total operating expenses.............................. 1.20% 1.97% 1.94%
===== ===== =====
</TABLE>
Example of Effect of Fund Expenses
An investor would directly or indirectly pay the following expenses on a $1,000
investment in the Fund, assuming a 5% annual return:
<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Class A Shares(4).................... $57 $81 $108 $184
Class B Shares:
Assuming a complete redemption at
end of period(5)(6)............... $70 $92 $126 $191
Assuming no redemption(6).......... $20 $62 $106 $191
Class D Shares....................... $20 $61 $105 $226
</TABLE>
This Example assumes that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual Fund Operating
Expenses remain the same in the years shown. The above tables and the
assumption in the Example of a 5% annual return are required by regulations of
the Securities and Exchange Commission ("SEC") applicable to all mutual funds;
the assumed 5% annual return is not a prediction of, and does not represent,
the projected or actual performance of any Class of the Fund's shares.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND THE FUND'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.
The actual expenses attributable to each Class of the Fund's shares will depend
upon, among other things, the level of average net assets and the extent to
which the Fund incurs variable expenses, such as transfer agency costs.
- -------
(1) Sales charge waivers are available for Class A and Class B shares, reduced
sales charge purchase plans are available for Class A shares and exchange
fee waivers are available for all three Classes. The maximum 5% contingent
deferred sales charge on Class B shares applies to redemptions during the
first year after purchase; the charge generally declines by 1% annually
thereafter, reaching zero after six years. See "Purchases."
(2) See "Management" for additional information. All expenses are those
actually incurred for the fiscal year ended August 31, 1994.
-------------
Prospectus Page 5
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
PROSPECTUS SUMMARY
(Continued)
- --------------------------------------------------------------------------------
(3) 12b-1 fees have two components, as follows:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
------- ------- -------
<S> <C> <C> <C>
12b-1 service fees................................. 0.23% 0.25% 0.25%
12b-1 distribution fees............................ 0.00 0.75 0.75
</TABLE>
12b-1 distribution fees are asset-based sales charges. Long-term Class B and
Class D shareholders may pay more in direct and indirect sales charges
(including distribution fees) than the economic equivalent of the maximum
front-end sales charge permitted by the National Association of Securities
Dealers, Inc. The 12b-1 service fees for Class A shares reflect a blended
annual rate of the Fund's average daily net assets of 0.25% and 0.15%
representing shares sold on or after December 2, 1988 and shares sold prior
to that date, respectively.
(4) Assumes deduction at the time of purchase of the maximum 4.5% initial sales
charge.
(5) Assumes deduction at the time of redemption of the maximum applicable
contingent deferred sales charge.
(6) Ten-year figures assume conversion of Class B shares to Class A shares at
end of sixth year.
-------------
Prospectus Page 6
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The tables below provide selected per share data and ratios for one Class A
share, one Class B share and one Class D share of the Fund for each of the
periods shown. This information is supplemented by the financial statements and
accompanying notes appearing in the Fund's Annual Report to Shareholders for
the fiscal year ended August 31, 1994, which are incorporated by reference into
the Statement of Additional Information. The financial statements and notes, as
well as the information in the tables appearing below insofar as it relates to
the five years in the period ended August 31, 1994, have been audited by Ernst
& Young LLP, independent auditors, whose report thereon is included in the
Annual Report to Shareholders. Further information about the performance of the
Fund is also included in the Annual Report to Shareholders, which may be
obtained without charge. The information appearing below for periods prior to
the year ended August 31, 1990 also has been audited by Ernst & Young LLP,
whose reports thereon were unqualified.
<TABLE>
<CAPTION>
CLASS A
------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED AUGUST 31,
------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
-------- -------- -------- -------- ------- ------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 20.86 $ 20.48 $ 19.26 $ 15.87 $ 16.50 $ 13.32 $ 18.06 $ 17.41 $ 14.18 $ 12.93
-------- -------- -------- -------- ------- ------- ------- -------- ------- -------
Income (loss) from
investment operations:
Net investment income.. 0.28 0.28 0.24 0.19 0.51 0.49 0.60 0.68 0.85 0.96
Net realized and
unrealized gains
(losses) from
investment
transactions.......... (0.41) 0.37 1.25 3.50 (0.61) 3.17 (2.36) 1.79 3.36 1.27
-------- -------- -------- -------- ------- ------- ------- -------- ------- -------
Total income (loss) from
investment operations.. (0.13) 0.65 1.49 3.69 (0.10) 3.66 (1.76) 2.47 4.21 2.23
-------- -------- -------- -------- ------- ------- ------- -------- ------- -------
Less dividends and
distributions:
Dividends from net
investment income..... (0.27) (0.27) (0.27) (0.30) (0.53) (0.48) (0.88) (0.76) (0.61) (0.98)
Distributions from net
realized gains
(losses) on
investments........... (0.03) -- -- -- -- -- (2.10) (1.06) (0.37) --
-------- -------- -------- -------- ------- ------- ------- -------- ------- -------
Total dividends and
distributions......... (0.30) (0.27) (0.27) (0.30) (0.53) (0.48) (2.98) (1.82) (0.98) (0.98)
-------- -------- -------- -------- ------- ------- ------- -------- ------- -------
Net asset value, end of
period................. $ 20.43 $ 20.86 $ 20.48 $ 19.26 $ 15.87 $ 16.50 $ 13.32 $ 18.06 $ 17.41 $ 14.18
======== ======== ======== ======== ======= ======= ======= ======== ======= =======
Total return(1)......... (0.58)% 3.15% 7.78% 23.62% (0.72)% 28.03% (10.73)% 16.25% 31.05% 18.02%
======== ======== ======== ======== ======= ======= ======= ======== ======= =======
Ratios/Supplemental
data:
Net assets, end of
period (000's)........ $222,432 $359,073 $358,643 $232,555 $58,649 $61,617 $62,917 $107,778 $98,226 $54,185
Ratio of expenses to
average net assets**.. 1.20% 1.13% 1.22% 1.42% 1.41% 1.41% 1.26% 1.15% 1.15% 1.34%
Ratio of net investment
income to average net
assets**.............. 1.29% 1.33% 1.26% 1.79% 3.11% 3.26% 4.24% 4.14% 5.32% 6.77%
Portfolio turnover..... 94.32% 36.52% 15.57% 52.00% 32.10% 79.08% 88.95% 131.70% 83.48% 33.53%
</TABLE>
- -------
** During certain periods presented, PaineWebber/Mitchell Hutchins waived fees
or reimbursed the Fund for portions of its operating expenses. If such waiv-
ers or reimbursements had not been made for the Class A Shares, the
annualized ratio of expenses to average net assets and the annualized ratio
of net investment income to average net assets would have been 1.65% and
3.02%, respectively, for the year ended August 31, 1989, 1.36% and 4.14%,
respectively, for the year ended August 31, 1988 and 1.40% and 6.71%, re-
spectively, for the year ended August 31, 1985. For the years ended August
31, 1994, 1993, 1992, 1991, 1990 and 1987, there were no waivers or reim-
bursements and, for the year ended August 31, 1986, amounts reimbursed had
no significant impact on the ratios presented above.
(1) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends and capital gain dis-
tributions at net asset value on the payable date, and a sale at net asset
value on the last day of each period reported. The figures do not include
sales charges; results for Class A shares would be lower if sales charges
were included. Total return information for periods less than one year are
not annualized.
-------------
Prospectus Page 7
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
FINANCIAL HIGHLIGHTS
(Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS B CLASS D
----------------------------------------- -----------------------------
FOR THE FOR THE
PERIOD FOR THE YEARS PERIOD
FOR THE YEARS ENDED JULY 1, ENDED JULY 2,
AUGUST 31, 1991+ TO AUGUST 31, 1992+ TO
----------------------------- AUGUST 31, ----------------- AUGUST 31,
1994 1993 1992 1991 1994 1993 1992
-------- -------- -------- ---------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 20.78 $ 20.41 $ 19.23 $ 18.04 $ 20.83 $ 20.47 $ 20.95
-------- -------- -------- ------- ------- ------- -------
Income (loss) from
investment operations:
Net investment income.. 0.10 0.12 0.13 0.02 0.11 0.11 0.02
Net realized and
unrealized gains
(losses) from
investment
transactions.......... (0.37) 0.36 1.20 1.17 (0.38) 0.37 (0.44)
-------- -------- -------- ------- ------- ------- -------
Total income (loss)
from investment
operations............ (0.27) 0.48 1.33 1.19 (0.27) 0.48 (0.42)
-------- -------- -------- ------- ------- ------- -------
Less dividends and
distributions:
Dividends from net
investment income..... (0.11) (0.11) (0.15) -- (0.11) (0.12) (0.06)
Distributions from net
realized gains on
investments........... (0.03) -- -- -- (0.03) -- --
-------- -------- -------- ------- ------- ------- -------
Total dividends and
distributions......... (0.14) (0.11) (0.15) -- (0.14) (0.12) (0.06)
-------- -------- -------- ------- ------- ------- -------
Net asset value, end of
period................. $ 20.37 $ 20.78 $ 20.41 $ 19.23 $ 20.42 $ 20.83 $ 20.47
======== ======== ======== ======= ======= ======= =======
Total return(1)......... (1.31)% 2.34% 6.99% 6.60% (1.29)% 2.35% 2.85%
======== ======== ======== ======= ======= ======= =======
Ratios/Supplemental
data:
Net assets, end of
period (000's)........ $289,290 $461,389 $386,275 $57,539 $37,287 $61,869 $13,019
Ratio of expenses to
average net assets.... 1.97% 1.90% 1.97% 2.10%* 1.94% 1.87% 1.73%*
Ratio of net investment
income to average net
assets................ 0.51% 0.57% 4.90% 1.18%* 0.54% 0.61% 0.94%*
Portfolio turnover..... 94.32% 36.52% 15.57% 52.00% 94.32% 36.52% 15.57%
</TABLE>
- -------
* Annualized.
+ Commencement of offering of shares.
(1) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends and capital gain dis-
tributions at net asset value on the payable date, and a sale at net asset
value on the last day of each period reported. The figures do not include
sales charges; results for Class B shares would be lower if sales charges
were included. Total return information for periods less than one year are
not annualized.
-------------
Prospectus Page 8
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
FLEXIBLE PRICING SYSTEM
- --------------------------------------------------------------------------------
DIFFERENCES AMONG THE CLASSES
The primary distinctions among the Classes of the Fund's shares lie in their
initial and contingent deferred sales charge structures and in their ongoing
expenses, including asset-based sales charges in the form of distribution fees.
These differences are summarized in the table below. Each Class has distinct
advantages and disadvantages for different investors, and investors may choose
the Class that best suits their circumstances and objectives.
<TABLE>
<CAPTION>
ANNUAL 12B-1 FEES
(AS A % OF AVERAGE DAILY
SALES CHARGE NET ASSETS) OTHER INFORMATION
----------------------- ------------------------ ----------------------
<C> <S> <C> <C>
Class A Maximum initial sales Service fee of up Initial sales charge
charge of 4.5% of the to 0.25% waived or reduced for
public offering price certain purchases
Class B Maximum contingent de- Service fee of 0.25%; Shares convert to
ferred sales charge of distribution fee of Class A shares
5% of redemption pro- 0.75% approximately six
ceeds; declines to zero years after issuance
after six years
Class D None Service fee of 0.25%; --
distribution fee of
0.75%
</TABLE>
FACTORS TO CONSIDER IN CHOOSING A CLASS OF SHARES
In deciding which Class of shares to purchase, investors should consider the
cost of sales charges together with the cost of the ongoing annual expenses
described below, as well as any other relevant facts and circumstances.
SALES CHARGES. Class A shares are sold at net asset value plus an initial sales
charge of up to 4.5% of the public offering price. Because of this initial
sales charge, not all of a Class A shareholder's purchase price is invested in
the Fund. Class B shares are sold with no initial sales charge, but a
contingent deferred sales charge of up to 5% of the redemption proceeds applies
to redemptions made within six years of purchase. Class D shareholders pay no
initial or contingent deferred sales charges. Thus, the entire amount of a
Class B or Class D shareholder's purchase price is immediately invested in the
Fund.
WAIVERS AND REDUCTIONS OF CLASS A SALES CHARGES. Class A share purchases over
$50,000 and Class A share purchases made under the Fund's reduced sales charge
plan may be made at a reduced sales charge. In considering the combined cost of
sales charges and ongoing annual expenses, investors should take into account
any reduced sales charges on Class A shares for which they may be eligible.
The entire initial sales charge on Class A shares is waived for certain
eligible purchasers. Because Class A shares bear lower ongoing annual expenses
than Class B shares or Class D shares, investors eligible for complete waivers
should purchase Class A shares.
ONGOING ANNUAL EXPENSES. All three Classes of Fund shares pay an annual 12b-1
service fee of up to 0.25% of average daily net assets. Class B and Class D
shares pay an annual 12b-1 distribution fee of 0.75% of average daily net
assets. Annual 12b-1 distribution fees are a form of asset-based sales charge.
An investor should consider both ongoing annual expenses and initial or
contingent deferred sales charges in estimating the costs of investing in the
respective Classes of Fund shares over various time periods.
For example, assuming a constant net asset value, the cumulative distribution
fees on the Fund's
-------------
Prospectus Page 9
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
Class B or Class D shares and the 4.5% maximum initial sales charge on the
Fund's Class A shares would all be approximately equal if the shares were held
for six years. Because Class B shares convert to Class A shares (which do not
bear the expense of ongoing distribution fees) approximately six years after
purchase, an investor expecting to hold Fund shares for longer than six years
would generally pay lower cumulative expenses by purchasing Class A or Class B
shares than by purchasing Class D shares. An investor expecting to hold Fund
shares for less than six years would generally pay lower cumulative expenses by
purchasing Class D shares than by purchasing Class A shares and, due to the
contingent deferred sales charges that would become payable on redemption of
Class B shares, such an investor would generally pay lower cumulative expenses
by purchasing Class D shares than Class B shares.
The foregoing examples do not reflect, among other variables, the cost or
benefit of bearing sales charges or distribution fees at the time of purchase,
upon redemption or over time, nor can they reflect fluctuations in the net
asset value of Fund shares, which will affect the actual amount of expenses
paid. Expenses borne by Classes may differ slightly because of the allocation
of other Class-specific expenses. The "Example of Effect of Fund Expenses"
under "Prospectus Summary" shows the cumulative expenses an investor would pay
over time on a hypothetical investment in each Class of Fund shares, assuming
an annual return of 5%.
OTHER INFORMATION
PaineWebber investment executives may receive different levels of compensation
for selling one particular Class of Fund shares rather than another. Investors
should understand that distribution fees and initial and contingent deferred
sales charges all are intended to compensate Mitchell Hutchins for distribution
services.
See "Purchases," "Redemptions" and "Management" for a more complete description
of the initial and contingent sales charges, service fees and distribution fees
for the three Classes of Fund shares. See also "Conversion of Class B Shares,"
"Dividends and Taxes," "Valuation of Shares" and "General Information" for
other differences among the three Classes.
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------
The investment objective of the Fund is to provide current income and capital
growth. The Fund seeks to achieve this objective by investing primarily in
dividend-paying common stocks of large, well established companies with the
potential for increasing dividends.
Mitchell Hutchins and the Sub-Adviser believe that companies with a history of
consistently increasing dividends have the potential for increased dividends in
the future. Under normal circumstances, at least 65% of the Fund's total assets
is invested in common stocks of issuers that, at the time of purchase, meet the
following criteria:
--at least 5% compound annual growth in earnings per share over the past
five years;
--at least 5% compound annual growth in dividends per common share over the
past five years; and
--an increased dividend per common share in each of the past five years.
If a common stock owned by the Fund ceases to meet these criteria after
purchase, the Sub-Adviser will consider selling the stock, but is not required
to do so. Over the past twenty years, the universe of issuers that have met
these criteria has varied between 100 and 300 companies.
The Fund may invest up to 35% of its total assets in common stocks not meeting
all the above criteria, as well as convertible debt securities, convertible
preferred stocks, U.S. government securities, investment grade corporate debt
securities and money market instruments. See "Other Investment Policies and
Risk Factors--Debt Securities." The Fund will invest in instruments other than
common stocks when, in the opinion of the Sub-Adviser, their projected total
return is equal to or greater than that of
-------------
Prospectus Page 10
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
common stocks or when such holdings might reduce the volatility of the Fund's
portfolio.
The Fund purchases common stocks only of issuers whose market capitalizations
exceed $300 million. Over the past 65 years, the total return of equity
investments, as measured by the Standard & Poor's 500 Composite Stock Price
Index ("S&P 500"), has exceeded the inflation rate, as measured by the Consumer
Price Index, as well as total return on long-term Treasury bonds, long-term
corporate bonds and short-term Treasury bills. However, year-to-year
fluctuations in each of these indices and instruments have been significant,
and total return for the S&P 500 for some periods has been negative.
Furthermore, there can be no assurance that this trend will continue.
There can be no assurance that the Fund will achieve its investment objective.
The Fund's net asset value fluctuates based upon changes in the value of its
portfolio securities. The Fund's investment objective and certain investment
limitations as described in the Statement of Additional Information are
fundamental policies that may not be changed without shareholder approval. All
other investment policies may be changed by the Trust's board of trustees
without shareholder approval.
OTHER INVESTMENT POLICIES AND RISK FACTORS
DEBT SECURITIES. The Fund is permitted to purchase investment grade corporate
debt securities. Securities rated BBB by Standard & Poor's Ratings Group
("S&P"), Baa by Moody's Investor Services, Inc. ("Moody's") or comparably rated
by another nationally recognized statistical rating organization ("NRSRO") are
investment grade but Moody's considers securities rated Baa to have speculative
characteristics. Changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity for such securities to make principal and
interest payments than is the case for higher-rated debt securities. The Fund
is also permitted to purchase debt securities that are not rated by S&P,
Moody's or another NRSRO but that the Sub-Adviser determines to be of
comparable quality to that of rated securities in which the Fund may invest.
Such securities are included in the computation of any percentage limitations
applicable to the comparable rated securities. See the Statement of Additional
Information for more information about S&P and Moody's ratings.
Ratings of debt securities represent the NRSROs' opinions regarding their
quality, are not a guarantee of quality and may be reduced after the Fund has
acquired the security. The Sub-Adviser will consider such an event in
determining whether the Fund should continue to hold the security but is not
required to dispose of it. Credit ratings attempt to evaluate the safety of
principal and interest payments and do not reflect an assessment of the
volatility of the security's market value or the liquidity of an investment in
the security. Also, NRSROs may fail to make timely changes in credit ratings in
response to subsequent events, so that an issuer's current financial condition
may be better or worse than the rating indicates.
U.S. government securities in which the Fund may invest include direct
obligations of the U.S. Treasury as well as obligations of U.S. government
agencies and instrumentalities backed by the U.S. Treasury or primarily or
solely by the credit of the issuer.
DOLLAR-DENOMINATED FOREIGN SECURITIES. The Fund may invest up to 25% of its
total assets in U.S. dollar-denominated securities of foreign issuers that are
traded on recognized U.S. exchanges or in the U.S. over-the-counter ("OTC")
market. These investments may involve special risks, arising both from
political and economic developments abroad and differences between foreign and
U.S. regulatory systems. Foreign securities may be less liquid and their prices
more volatile than comparable U.S. securities. The prices of these securities
may also be affected by fluctuations in the values of foreign currencies.
HEDGING STRATEGIES. The Fund may attempt to reduce the overall risk of its
investments (hedge) by using options (both exchange-traded and OTC) and futures
contracts. The Fund's ability to use these instruments may be limited by market
conditions, regulatory limits and tax considerations. The Appendix to this
Prospectus describes the hedging instruments the Fund may use. The Statement of
Additional Information contains further information on these strategies.
The Fund may write (sell) covered put and call options or buy put and call
options on securities
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Prospectus Page 11
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
in which it may invest and on stock indices. In addition, the Fund may buy and
sell stock index futures contracts and interest rate futures contracts and may
write covered put and call options or buy put and call options on such futures
contracts. Because the Fund intends to use options and futures for hedging
purposes, the Fund may enter into options and futures contracts that
approximate (but do not exceed) the full value of its portfolio.
The Fund might not employ any of the strategies described above, and there can
be no assurance that any strategy used will succeed. If the Sub-Adviser
incorrectly forecasts interest rates, market values or other economic factors
in utilizing a hedging strategy for the Fund, the Fund would be in a better
position had it not hedged at all. The use of these strategies involves certain
special risks, including (1) the fact that skills needed to use hedging
instruments are different from those needed to select the Fund's securities,
(2) possible imperfect correlation, or even no correlation, between price
movements of hedging instruments and price movements of the investments being
hedged, (3) the fact that, while hedging strategies can reduce the risk of
loss, they can also reduce the opportunity for gain, or even result in losses,
by offsetting favorable price movements in hedged investments and (4) the
possible inability of the Fund to purchase or sell a portfolio security at a
time that otherwise would be favorable for it to do so, or the possible need
for the Fund to sell a portfolio security at a disadvantageous time, due to the
need for the Fund to maintain "cover" or to segregate securities in connection
with hedging transactions and the possible inability of the Fund to close out
or to liquidate its hedged position.
New financial products and risk management techniques continue to be developed.
The Fund may use these instruments and techniques to the extent consistent with
its investment objective and regulatory and federal tax considerations.
ILLIQUID SECURITIES. The Fund may invest up to 10% of its net assets in
illiquid securities, including certain cover for OTC options and securities
whose disposition is restricted under the federal securities laws (other than
"Rule 144A securities" the Sub-Adviser has determined to be liquid under
procedures approved by the Trust's trustees). Rule 144A establishes a "safe
harbor" from the registration requirements of the Securities Act of 1933 ("1933
Act"). Institutional markets for restricted securities have developed as a
result of Rule 144A, providing both readily ascertainable values for restricted
securities and the ability to liquidate an investment to satisfy share
redemption orders. An insufficient number of qualified institutional buyers
interested in purchasing Rule 144A-eligible restricted securities held by the
Fund, however, could affect adversely the marketability of such portfolio
securities and the Fund might be unable to dispose of such securities promptly
or at favorable prices.
PORTFOLIO TURNOVER. The Fund's portfolio turnover rate may vary greatly from
year to year and will not be a limiting factor when the Sub-Adviser deems
portfolio changes appropriate. A higher turnover rate (100% or more) will
involve correspondingly greater transaction costs, which will be borne directly
by the Fund, and may increase the potential for short-term capital gains.
OTHER INFORMATION. When the Sub-Adviser believes unusual circumstances warrant
a defensive posture, the Fund temporarily may commit all or a portion of its
assets to cash or money market instruments, including repurchase agreements.
The Fund may also engage in short sales of securities "against the box" to
defer realization of gains or losses for tax or other purposes. The Fund may
borrow money for temporary purposes, but not in excess of 10% of its total
assets.
- --------------------------------------------------------------------------------
PURCHASES
- --------------------------------------------------------------------------------
GENERAL. Class A shares of the Fund are sold to investors subject to an initial
sales charge. Class B shares of the Fund are sold without an initial sales
charge but are subject to higher ongoing expenses than Class A shares and a
contingent deferred sales charge payable upon certain redemptions. Class B
shares automatically convert to Class A shares approximately six years after
issuance. Class D shares are sold without an initial or a contingent deferred
sales charge but are
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Prospectus Page 12
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
subject to higher ongoing expenses than Class A shares and do not convert into
another Class. See "Flexible Pricing System" and "Conversion of Class B
Shares."
Shares of the Fund are available through PaineWebber and its correspondent
firms or, for shareholders who are not PaineWebber clients, through the
Transfer Agent. Investors may contact a local PaineWebber office to open an
account. The minimum initial investment for the Fund is $1,000, and the minimum
for additional purchases is $100. These minimums may be waived or reduced for
investments by employees of PaineWebber or its affiliates, certain pension
plans and retirement accounts and participants in the Fund's automatic
investment plan. Purchase orders will be priced at the net asset value per
share next determined (see "Valuation of Shares") after the order is received
by PaineWebber's New York City offices or by the Transfer Agent, plus any
applicable sales charge for Class A shares. The Fund and Mitchell Hutchins
reserve the right to reject any purchase order and to suspend the offering of
Fund shares for a period of time.
When placing purchase orders, investors should specify whether the order is for
Class A, Class B or Class D shares. All share purchase orders that fail to
specify a Class will automatically be invested in Class A shares.
PURCHASES THROUGH PAINEWEBBER OR CORRESPONDENT FIRMS. Purchases through
PaineWebber investment executives orcorrespondent firms may be made in person
or by mail, telephone or wire; the minimum wire purchase is $1 million.
Investment executives and correspondent firms are responsible for transmitting
purchase orders to PaineWebber's New York City offices promptly. Investors may
pay for purchases with checks drawn on U.S. banks or with funds held in
brokerage accounts at PaineWebber or its correspondent firms. Payment is due on
the fifth Business Day after the order is received at PaineWebber's New York
City offices. A "Business Day" is any day, Monday through Friday, on which the
New York Stock Exchange, Inc. ("NYSE") is open for business.
PURCHASES THROUGH THE TRANSFER AGENT. Investors who are not PaineWebber clients
may purchase shares of the Fund through the Transfer Agent. Shares of the Fund
may be purchased, and an account with the Fund established, by completing and
signing the purchase application at the end of this Prospectus and mailing it,
together with a check to cover the purchase, to the Transfer Agent: PFPC Inc.,
Attn: PaineWebber Mutual Funds, P.O. Box 8950, Wilmington, Delaware 19899.
Subsequent investments need not be accompanied by an application.
INITIAL SALES CHARGE--CLASS A SHARES. The public offering price of Class A
shares is the next determined net asset value, plus any applicable sales
charge, which will vary with the size of the purchase as shown in the following
table:
INITIAL SALES CHARGE SCHEDULE--CLASS A SHARES
<TABLE>
<CAPTION>
SALES CHARGE
AS A DISCOUNT TO
PERCENTAGE OF SELECTED
--------------------------------- DEALERS
NET AMOUNT AS A
INVESTED PERCENTAGE
OFFERING (NET ASSET OF OFFERING
AMOUNT OF PURCHASE PRICE VALUE) PRICE
------------------ -------- ---------- -----------
<S> <C> <C> <C>
Less than $ 50,000 4.50% 4.71% 4.25%
$50,000 to $ 99,999 4.00 4.17 3.75
$100,000 to $249,999 3.50 3.63 3.25
$250,000 to $499,999 2.50 2.56 2.25
$500,000 to $999,999 1.75 1.78 1.50
$1,000,000 and over(1) None None 1.00
</TABLE>
- -------
(1) Mitchell Hutchins pays compensation to PaineWebber out of its own
resources.
Mitchell Hutchins may at times agree to reallow a higher discount to
PaineWebber, as exclusive dealer for the Fund's shares, than those shown above.
To the extent PaineWebber or any dealer receives 90% or more of the sales
charge, it may be deemed an "underwriter" under the 1933 Act.
SALES CHARGE WAIVERS--CLASS A SHARES. Class A shares of the Fund are available
without a sales charge through exchanges for Class A shares of most other
PaineWebber mutual funds. See "Exchanges." In addition, Class A shares may be
purchased without a sales charge, and exchanges of any Class of shares made
without the $5.00 exchange fee, by employees, directors and officers of
PaineWebber or its affiliates, directors or trustees and officers of any
PaineWebber funds, their spouses, parents and children and advisory clients of
Mitchell Hutchins.
Class A shares also may be purchased without a sales charge if the purchase is
made through a PaineWebber investment executive who formerly was employed as a
broker with another firm
-------------
Prospectus Page 13
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
registered as a broker-dealer with the SEC, provided (1) the purchaser was the
investment executive's client at the competing brokerage firm, (2) within 90
days of the purchase of Class A shares the purchaser redeemed shares of one or
more mutual funds for which that competing firm or its affiliates was principal
underwriter, provided the purchaser either paid a sales charge to invest in
those funds, paid a contingent deferred sales charge upon redemption or held
shares of those funds for the period required not to pay the otherwise
applicable contingent deferred sales charge and (3) the total amount of shares
of all PaineWebber funds purchased under this sales charge waiver does not
exceed the amount of the purchaser's redemption proceeds from the competing
firm's funds. To take advantage of this waiver, an investor must provide
satisfactory evidence that all the above-noted conditions are met. Qualifying
investors should contact their PaineWebber investment executives for more
information.
Certificate holders of unit investment trusts ("UITs") sponsored by PaineWebber
may acquire Class A shares of the Fund without regard to minimum investment
requirements and without sales charges by electing to have dividends and other
distributions from their UIT investment automatically invested in Class A
shares.
REDUCED SALES CHARGE PLANS--CLASS A SHARES. If an investor or eligible group of
related Fund investors purchases Class A shares of the Fund concurrently with
Class A shares of other PaineWebber mutual funds, the purchases may be combined
to take advantage of the reduced sales charge applicable to larger purchases.
In addition, the right of accumulation permits the Fund investor or eligible
group of related Fund investors to pay the lower sales charge applicable to
larger purchases by basing the sales charge on the dollar amount of Class A
shares currently being purchased, plus the net asset value of the investor's or
group's total existing Class A shareholdings in other PaineWebber mutual funds.
An "eligible group of related Fund investors" includes an individual, the
individual's spouse, parents and children, the individual's individual
retirement account ("IRA"), certain companies controlled by the individual and
employee benefit plans of those companies, and trusts or Uniform Gifts to
Minors Act/Uniform Transfers to Minors Act accounts created by the individual
or eligible group of individuals for the benefit of the individual and/or the
individual's spouse, parents or children. The term also includes a group of
related employers and one or more qualified retirement plans of such employers.
For more information, an investor should consult the State-ment of Additional
Information or contact a PaineWebber investment executive or correspondent firm
or the Transfer Agent.
CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES. The public offering price of
the Class B shares of the Fund is the next determined net asset value, and no
initial sales charge is imposed. A contingent deferred sales charge, however,
is imposed upon certain redemptions of Class B shares.
Class B shares that are redeemed will not be subject to a contingent deferred
sales charge to the extent that the value of such shares represents (1) capital
appreciation of Fund assets, (2) reinvestment of dividends or capital gain
distributions or (3) shares redeemed more than six years after their purchase.
Otherwise, redemption of Class B shares of the Fund will be subject to a
contingent deferred sales charge. The amount of any applicable contingent
deferred sales charge will be calculated by multiplying the net asset value of
such shares at the time of redemption by the applicable percentage shown in the
table below:
<TABLE>
<CAPTION>
CONTINGENT
DEFERRED
SALES CHARGE AS A
PERCENTAGE OF
REDEMPTION NET ASSET VALUE
DURING AT REDEMPTION
---------- -----------------
<S> <C>
1st Year Since Purchase....................................... 5%
2nd Year Since Purchase....................................... 4
3rd Year Since Purchase....................................... 3
4th Year Since Purchase....................................... 2
5th Year Since Purchase....................................... 2
6th Year Since Purchase....................................... 1
7th Year Since Purchase....................................... None
</TABLE>
In determining the applicability and rate of any contingent deferred sales
charge, it will be assumed that a redemption is made first of Class B shares
representing capital appreciation, next of shares representing the reinvestment
of dividends and capital gain distributions and finally of other shares held by
the shareholder for the longest period of time. The holding period of Class B
shares acquired through an exchange with
-------------
Prospectus Page 14
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
another PaineWebber mutual fund will be calculated from the date that the Class
B shares were initially acquired in one of the other PaineWebber funds, and
Class B shares being redeemed will be considered to represent, as applicable,
capital appreciation or dividend and capital gain distribution reinvestments in
such other funds. This will result in any contingent deferred sales charge
being imposed at the lowest possible rate. For federal income tax purposes, the
amount of the contingent deferred sales charge will reduce the gain or increase
the loss, as the case may be, on the amount realized on redemption. The amount
of any contingent deferred sales charge will be paid to Mitchell Hutchins.
SALES CHARGE WAIVERS--CLASS B SHARES. The contingent deferred sales charge will
be waived for exchanges, as described below, and for redemptions in connection
with the Fund's systematic withdrawal plan. In addition, the contingent
deferred sales charge will be waived for a total or partial redemption made
within one year of the death of the shareholder. The contingent deferred sales
charge waiver is available where the decedent is either the sole shareholder or
owns the shares with his or her spouse as a joint tenant with right of
survivorship. This waiver applies only to redemption of shares held at the time
of death. The contingent deferred sales charge will also be waived in
connection with a lump-sum or other distribution in the case of an IRA, a self-
employed individual retirement plan (so-called "Keogh Plan") or a custodial
account under Section 403(b) of the Internal Revenue Code following attainment
of age 59 1/2; a total or partial redemption resulting from any distribution
following retirement in the case of a tax-qualified retirement plan; and a
redemption resulting from a tax-free return of an excess contribution to an
IRA.
Contingent deferred sales charge waivers will be granted subject to
confirmation (by PaineWebber in the case of shareholders who are PaineWebber
clients or by the Transfer Agent in the case of all other shareholders) of the
shareholder's status or holdings, as the case may be.
PURCHASE OF CLASS D SHARES. The public offering price of the Class D shares of
the Fund is the next determined net asset value. No initial or contingent
deferred sales charge is imposed.
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Prospectus Page 15
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
- --------------------------------------------------------------------------------
EXCHANGES
- --------------------------------------------------------------------------------
Shares of the Fund may be exchanged for shares of the corresponding Class of
other PaineWebber mutual funds, or may be acquired through an exchange of
shares of the corresponding Class of those funds. No initial sales charge is
imposed on the shares being acquired, and no contingent deferred sales charge
is imposed on the shares being disposed of, through an exchange. However,
contingent deferred sales charges may apply to redemptions of Class B shares
acquired through an exchange. A $5.00 exchange fee is charged for each
exchange, and exchanges may be subject to minimum investment requirements of
the fund into which exchanges are made.
The other PaineWebber funds with which Fund shares may be exchanged include:
PAINEWEBBER INCOME FUNDS
. Global Income Fund
. High Income Fund
. Investment Grade Income Fund
. Short-Term U.S. Government Income Fund
. Short-Term U.S. Government Income Fund for Credit Unions
. Strategic Income Fund
. U.S. Government Income Fund
PAINEWEBBER TAX-FREE INCOME FUNDS
. California Tax-Free Income Fund
. Municipal High Income Fund
. National Tax-Free Income Fund
. New York Tax-Free Income Fund
PAINEWEBBER GROWTH FUNDS
. Atlas Global Growth Fund
. Blue Chip Growth Fund
. Capital Appreciation Fund
. Communications & Technology Growth Fund
. Europe Growth Fund
. Growth Fund
. Regional Financial Growth Fund
. Small Cap Value Fund
PAINEWEBBER GROWTH AND INCOME FUNDS
. Asset Allocation Fund
. Global Energy Fund
. Global Growth and Income Fund
. Utility Income Fund
PAINEWEBBER MONEY MARKET FUND
PaineWebber clients must place exchange orders through their PaineWebber
investment executives or correspondent firms unless the shares to be exchanged
are held in certificate form. Shareholders who are not PaineWebber clients or
who hold their shares in certificate form must place exchange orders in writing
with the Transfer Agent: PFPC Inc., Attn: PaineWebber Mutual Funds, P.O. Box
8950, Wilmington, Delaware 19899. All exchanges will be effected based on the
relative net asset values per share next determined after the exchange order is
received at PaineWebber's New York City offices or by the Transfer Agent. See
"Valuation of Shares." Shares of the Fund purchased through PaineWebber or its
correspondent firms may be exchanged only after the settlement date has passed
and payment for such shares has been made.
OTHER EXCHANGE INFORMATION. This exchange privilege may be modified or
terminated at any time, upon at least 60 days' notice when such notice is
required by SEC rules. See the Statement of Additional Information for further
details. This exchange privilege is available only in those jurisdictions where
the sale of the PaineWebber fund shares to be acquired may be legally made.
Before making any exchange, shareholders should contact their PaineWebber
investment executives or correspondent firms or the Transfer Agent to obtain
more information and prospectuses of the PaineWebber funds to be acquired
through the exchange.
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Prospectus Page 16
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
- --------------------------------------------------------------------------------
REDEMPTIONS
- --------------------------------------------------------------------------------
As described below, Fund shares may be redeemed at their net asset value
(subject to any applicable contingent deferred sales charge) and redemption
proceeds will be paid within seven days of the receipt of a redemption request.
PaineWebber clients may redeem non-certificated shares through PaineWebber or
its correspondent firms; all other shareholders must redeem through the
Transfer Agent. If a redeeming shareholder owns shares of more than one Class,
the shares will be redeemed in the following order unless the shareholder
specifically requests otherwise: Class D shares, then Class A shares, and
finally Class B shares.
REDEMPTION THROUGH PAINEWEBBER OR CORRESPONDENT FIRMS. PaineWebber clients may
submit redemption requests to their investment executives or correspondent
firms in person or by telephone, mail or wire. As the Fund's agent, PaineWebber
may honor a redemption request by repurchasing Fund shares from a redeeming
shareholder at the shares' net asset value next determined after receipt of the
request by PaineWebber's New York City offices. Within seven days, repurchase
proceeds (less any applicable contingent deferred sales charge) will be paid by
check or credited to the shareholder's brokerage account at the election of the
shareholder. PaineWebber investment executives and correspondent firms are
responsible for promptly forwarding redemption requests to PaineWebber's New
York City offices.
PaineWebber reserves the right not to honor any redemption request, in which
case PaineWebber promptly will forward the request to the Transfer Agent for
treatment as described below.
REDEMPTION THROUGH THE TRANSFER AGENT. Fund shareholders who are not PaineWebber
clients or who wish to redeem certificated shares must redeem their shares
through the Transfer Agent by mail; other shareholders also may redeem Fund
shares through the Transfer Agent. Shareholders should mail redemption requests
directly to the Transfer Agent: PFPC Inc., Attn: PaineWebber Mutual Funds, P.O.
Box 8950, Wilmington, Delaware 19899. A redemption request will be executed at
the net asset value next computed after it is received in "good order." "Good
order" means that the request must be accompanied by the following: (1) a letter
of instruction or a stock assignment specifying the number of shares or amount
of investment to be redeemed (or that all shares credited to the Fund account be
redeemed), signed by all registered owners of the shares in the exact names in
which they are registered, (2) a guarantee of the signature of each registered
owner by an eligible institution acceptable to the Transfer Agent and in
accordance with SEC rules, such as a commercial bank, trust company or member of
a recognized stock exchange, (3) other supporting legal documents for estates,
trusts, guardianships, custodianships, partnerships and corporations and (4)
duly endorsed share certificates, if any. Shareholders are responsible for
ensuring that a request for redemption is received in "good order."
ADDITIONAL INFORMATION ON REDEMPTIONS. A shareholder who holds non-certificated
Fund shares may have redemption proceeds of $1 million or more wired to the
shareholder's PaineWebber brokerage account or a commercial bank account
designated by the shareholder. Questions about this option, or redemption
requirements generally, should be referred to the shareholder's PaineWebber
investment executive or correspondent firm, or to the Transfer Agent if the
shares are not held in a PaineWebber brokerage account. If a shareholder
requests redemption of shares which were purchased recently, the Fund may delay
payment until it is assured that good payment has been received. In the case of
purchases by check, this can take up to 15 days.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, it reserves the right to redeem all Fund shares in any shareholder
account of less than $500 net asset value. If the Fund elects to do so, it will
notify the shareholder and provide the shareholder the opportunity to increase
the amount invested to $500 or more within 60 days of the notice. The Fund will
not redeem accounts that fall below
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Prospectus Page 17
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
$500 solely as a result of a reduction in net asset value per share.
Shareholders who have redeemed Class A shares may reinstate their Fund account
without a sales charge up to the dollar amount redeemed by purchasing Class A
shares within 365 days after the redemption. To take advantage of this
reinstatement privilege, shareholders must notify their PaineWebber investment
executive or correspondent firm at the time the privilege is exercised.
- --------------------------------------------------------------------------------
CONVERSION OF CLASS B SHARES
- --------------------------------------------------------------------------------
A shareholder's Class B shares will automatically convert to Class A shares of
the Fund approximately six years after the date of issuance, together with a
pro rata portion of all Class B shares representing dividends and other
distributions paid in additional Class B shares. The Class B shares so
converted will no longer be subject to the higher expenses borne by Class B
shares. The conversion will be effected at the relative net asset values per
share of the two Classes on the first Business Day of the month in which the
sixth anniversary of the issuance of the Class B shares occurs. See "Valuation
of Shares." If a shareholder effects one or more exchanges among Class B shares
of the PaineWebber mutual funds during the six-year period, the holding periods
for the shares so exchanged will be counted toward the six-year period.
- --------------------------------------------------------------------------------
OTHER SERVICES AND INFORMATION
- --------------------------------------------------------------------------------
Investors interested in the services described below should consult their
PaineWebber investment executives or correspondent firms or call the Transfer
Agent toll-free at 1-800-647-1568.
AUTOMATIC INVESTMENT PLAN. Shareholders may purchase shares of the Fund through
an automatic investment plan, under which an amount specified by the
shareholder of $50 or more each month will be sent to the Transfer Agent from
the shareholder's bank for investment in the Fund. In addition to providing a
convenient and disciplined manner of investing, participation in the automatic
investment plan enables the investor to use the technique of "dollar cost
averaging." When under the plan a shareholder invests the same dollar amount
each month, the shareholder will purchase more shares when the Fund's net asset
value per share is low and fewer shares when the net asset value per share is
high. Using this technique, a shareholder's average purchase price per share
over any given period will be lower than if the shareholder purchased a fixed
number of shares on a monthly basis during the period.
SYSTEMATIC WITHDRAWAL PLAN. Shareholders who own non-certificated Class A or
Class D shares of the Fund with a value of $5,000 or more or Class B shares of
the Fund with a value of $20,000 or more may have PaineWebber redeem a portion
of their shares monthly, quarterly or semi-annually under the systematic
withdrawal plan. No contingent deferred sales charge will be imposed on such
withdrawals for Class B shares. The minimum amount for all withdrawals of Class
A or Class D shares is $100, and minimum monthly, quarterly and semi-annual
withdrawal amounts for Class B shares are $200, $400 and $600, respectively.
Quarterly withdrawals are made in March, June, September and December, and
semi-annual withdrawals are made in June and December. A Class B shareholder of
the Fund may not withdraw an amount exceeding 12% annually of his or her
"Initial Account Balance," a term that means the value of the Fund account at
the time the shareholder elects to participate in the systematic withdrawal
plan. A Class B shareholder's participation in the systematic withdrawal plan
will terminate automatically if the Initial Account Balance (plus the net asset
value on the date of purchase of Fund shares acquired after the election to
participate in the systematic
-------------
Prospectus Page 18
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
withdrawal plan), less aggregate redemptions made other than pursuant to the
systematic withdrawal plan, is less than $20,000. Shareholders who receive
dividends or other distributions in cash may not participate in the systematic
withdrawal plan. Purchases of additional shares of the Fund concurrent with
withdrawals are ordinarily disadvantageous to shareholders because of tax
liabilities and, for Class A shares, sales charges.
INDIVIDUAL RETIREMENT ACCOUNTS. Shares of the Fund may be purchased through
IRAs available through the Fund. In addition, a Self-Directed IRA is available
through PaineWebber under which investments may be made in the Fund as well as
in other investments available through PaineWebber. Investors considering
establishing an IRA should review applicable tax laws and should consult their
tax advisers.
TRANSFER OF ACCOUNTS. If a shareholder holding shares of the Fund in a
PaineWebber brokerage account transfers his brokerage account to another firm,
the Fund shares will be transferred to an account with the Transfer Agent.
However, if the other firm has entered into a selected dealer agreement with
Mitchell Hutchins relating to the Fund, the shareholder may be able to hold
Fund shares in an account with the other firm.
- --------------------------------------------------------------------------------
DIVIDENDS AND TAXES
- --------------------------------------------------------------------------------
DIVIDENDS. The Fund pays quarterly dividends from net investment income. The
Fund also distributes annually substantially all of its net capital gain (the
excess of net long-term capital gain over net short-term capital loss) and net
short-term capital gain, if any. The Fund may make additional distributions if
necessary to avoid a 4% excise tax on certain undistributed income and capital
gain. Dividends and other distributions paid on each Class of shares of the
Fund are calculated at the same time and in the same manner. Dividends on Class
B and Class D shares of the Fund are expected to be lower than those for its
Class A shares because of the higher expenses resulting from distribution fees
borne by the Class B and Class D shares. Dividends on each Class also might be
affected differently by the allocation of other Class-specific expenses. See
"Valuation of Shares."
The Fund's dividends and capital gain distributions are paid in additional Fund
shares of the same Class at net asset value unless the shareholder has
requested cash payments. Shareholders who wish to receive dividends and/or
capital gain distributions in cash, either mailed to the shareholder by check
or credited to the shareholder's PaineWebber account, should contact their
PaineWebber investment executives or correspondent firms or complete the
appropriate section of the application form.
TAXES. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Internal Revenue Code so that it will be relieved
of federal income tax on that part of its investment company taxable income
(consisting generally of net investment income and net short-term capital gain)
and net capital gain that is distributed to its shareholders.
Dividends paid by the Fund (whether in cash or in additional shares) generally
are taxable to shareholders as ordinary income. Distributions of the Fund's net
capital gain (whether paid in cash or in additional shares) are taxable to
shareholders as long-term capital gain, regardless of how long they have held
their Fund shares. Shareholders not subject to tax on their income generally
will not be required to pay tax on amounts distributed to them.
The Fund notifies its shareholders following the end of each calendar year of
the amounts of dividends and capital gain distributions paid (or deemed paid)
that year and of any portion of those dividends that qualifies for the
corporate dividends-received deduction.
The Fund is required to withhold 31% of all dividends, capital gain
distributions and redemption proceeds payable to any individuals and certain
other noncorporate shareholders who do not provide the Fund with a correct
taxpayer identification number. Withholding at that rate from dividends and
capital gain distributions is also required for those shareholders who
otherwise are subject to backup withholding.
-------------
Prospectus Page 19
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds payable to the
shareholder are more or less than the shareholder's adjusted basis for the
redeemed shares (which normally includes any initial sales charge paid on Class
A shares). An exchange of Fund shares for shares of another PaineWebber fund
generally will have similar tax consequences. However, special tax rules apply
when a shareholder (1) disposes of Class A shares through a redemption or
exchange within 90 days of purchase and (2) subsequently acquires Class A
shares of a PaineWebber fund without paying a sales charge due to the 365-day
reinstatement privilege or the exchange privilege. In these cases, any gain on
the disposition of the original Class A shares would be increased, or loss
decreased, by the amount of the sales charge paid when those shares were
acquired, and that amount will increase the basis of the PaineWebber fund
shares subsequently acquired. In addition, if Fund shares are purchased within
30 days before or after redeeming other Fund shares (regardless of Class) at a
loss, all or a portion of that loss will not be deductible and will increase
the basis of the newly purchased shares.
No gain or loss will be recognized to a shareholder as a result of a conversion
of Class B shares into Class A shares.
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Fund and its shareholders; see the
Statement of Additional Information for a further discussion. There may be
other federal, state or local tax considerations applicable to a particular
investor. Prospective shareholders are therefore urged to consult their tax
advisers.
- --------------------------------------------------------------------------------
VALUATION OF SHARES
- --------------------------------------------------------------------------------
The net asset value of the Fund's shares fluctuates and is determined
separately for each Class as of the close of regular trading on the NYSE
(currently 4:00 p.m., eastern time) each Business Day. The Fund's net asset
value per share is determined by dividing the value of the securities held by
the Fund plus any cash or other assets minus all liabilities by the total
number of Fund shares outstanding.
The Fund values its assets based on their current market value when market
quotations are readily available. If such value cannot be established, assets
are valued at fair value as determined in good faith by or under the direction
of the Trust's board of trustees. The amortized cost method of valuation
generally is used to value debt obligations with 60 days or less remaining to
maturity, unless the board of trustees determines that this does not represent
fair value.
- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------
The Trust's board of trustees, as part of its overall management
responsibility, oversees various organizations responsible for the Fund's day-
to-day management. Mitchell Hutchins, investment adviser and administrator of
the Fund, supervises the activities of the Sub-Adviser for the Fund and
supervises all other aspects of the Fund's operations. The Sub-Adviser makes
and implements all investment decisions for the Fund. Brokerage transactions
for the Fund may be conducted through PaineWebber or its affiliates in
accordance with procedures adopted by the Trust's board of trustees.
Mitchell Hutchins receives a monthly fee for these services at the annual rate
of 0.70% of average daily net assets of the Fund. Mitchell Hutchins (not the
Fund) pays the Sub-Adviser a fee for its sub-investment advisory services in an
amount equal to 0.25% of the Fund's average daily net assets.
-------------
Prospectus Page 20
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
The Fund also pays PaineWebber an annual fee of $4.00 per active shareholder
account held at PaineWebber for certain services not provided by the Transfer
Agent. The Fund incurs other expenses and, for the fiscal year ended August 31,
1994, the Fund's total expenses for its Class A, Class B and Class D shares,
stated as a percentage of net assets, were 1.20%, 1.97% and 1.94%,
respectively.
Mitchell Hutchins is located at 1285 Avenue of the Americas, New York, New York
10019. It is a wholly owned subsidiary of PaineWebber, which is in turn wholly
owned by Paine Webber Group Inc., a publicly owned financial services holding
company. At November 30, 1994, Mitchell Hutchins was adviser or subadviser of
29 investment companies with 55 separate portfolios and aggregate assets of
approximately $23 billion.
The Sub-Adviser is a wholly owned subsidiary of Mitchell Hutchins and also is
located at 1285 Avenue of the Americas, New York, New York 10019. The Sub-
Adviser provides asset management services to corporations, mutual funds,
governmental organizations, employee benefit plans, insurance funds, endowments
and foundations, and, as of November 30, 1994, managed approximately $9.2
billion in assets.
Gyanendra (Joe) Joshi has been primarily responsible for the day-to-day
portfolio management of the Fund since May 1994. Mr. Joshi has been a Managing
Director, Equity Investments, of the Sub-Adviser since 1989.
Other members of Mitchell Hutchins' domestic equities and fixed income groups
provide input on market outlook, interest rate forecasts and other
considerations pertaining to domestic equity and fixed income investments.
DISTRIBUTION ARRANGEMENTS. Mitchell Hutchins is the distributor of the Fund's
shares and has appointed PaineWebber as the exclusive dealer for the sale of
those shares. Under separate plans of distribution pertaining to the Class A
shares, the Class B shares and Class D shares ("Class A Plan," "Class B Plan"
and "Class D Plan," collectively, "Plans"), the Fund pays Mitchell Hutchins
monthly service fees at the annual rate of up to 0.25% of the average daily net
assets of each Class of shares and monthly distribution fees at the annual rate
of 0.75% of the average daily net assets of the Class B and Class D shares.
Under all three Plans, Mitchell Hutchins uses the service fees primarily to pay
PaineWebber for shareholder servicing, currently at the annual rate of up to
0.25% of the aggregate investment amounts maintained in the Fund by PaineWebber
clients. PaineWebber passes on a portion of these fees to its investment
executives to compensate them for shareholder servicing that they perform and
retains the remainder to offset its own expenses in servicing and maintaining
shareholder accounts. These expenses may include costs of the PaineWebber
branch office in which the investment executive is based, such as rent,
communications equipment, employee salaries and other overhead costs.
Mitchell Hutchins uses the distribution fees under the Class B and Class D
Plans to offset the commissions it pays to PaineWebber for selling the Fund's
Class B and Class D shares. PaineWebber passes on to its investment executives
a portion of these commissions and retains the remainder to offset its expenses
in selling Class B and Class D shares. These expenses may include the branch
office costs noted above. In addition, Mitchell Hutchins uses the distribution
fees under the Class B and Class D Plans to offset the Fund's marketing costs
attributable to such Classes, such as preparation of sales literature,
advertising and printing and distributing prospectuses and other shareholder
materials to prospective investors. Mitchell Hutchins also may use the
distribution fees to pay additional compensation to PaineWebber and other costs
allocated to Mitchell Hutchins' and PaineWebber's distribution activities,
including employee salaries, bonuses and other overhead expenses.
Mitchell Hutchins expects that, from time to time, PaineWebber will pay
shareholder servicing fees and sales commissions to its investment executives
at the time of sale of Class D shares of the Fund. If PaineWebber makes such
payments, it will retain the service and distribution fees on Class D shares
until it has been reimbursed and thereafter will pass a portion of the service
and distribution fees on Class D shares on to its investment executives.
Mitchell Hutchins receives the proceeds of the initial sales charge paid upon
the purchase of Class A shares and the contingent deferred sales charge paid
upon certain redemptions of Class B shares, and may use these proceeds for any
of the
-------------
Prospectus Page 21
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
distribution expenses described above. See "Purchases."
During the period they are in effect, the Plans and related distribution
contracts pertaining to each Class of shares ("Distribution Contracts")
obligate the Fund to pay service and distribution fees to Mitchell Hutchins as
compensation for its service and distribution activities, not as reimbursement
for specific expenses incurred. Thus, even if Mitchell Hutchins' expenses
exceed its service or distribution fees for the Fund, it will not be obligated
to pay more than those fees and, if Mitchell Hutchins' expenses are less than
such fees, it will retain its full fees and realize a profit. The Fund will pay
the service and distribution fees to Mitchell Hutchins until either the
applicable Plan or Distribution Contract is terminated or not renewed. In that
event, Mitchell Hutchins' expenses in excess of service and distribution fees
received or accrued through the termination date will be Mitchell Hutchins'
sole responsibility and not obligations of the Fund. In their annual
consideration of the continuation of the Plans, the trustees will review the
Plan and Mitchell Hutchins' corresponding expenses for each Class separately
from the Plans and corresponding expenses for the other two Classes.
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
The Fund performs a standardized computation of annualized total return and may
show this return in advertisements or promotional materials. Standardized
return shows the change in value of an investment in the Fund as a steady
compound annual rate of return. Actual year-by-year returns fluctuate and may
be higher or lower than standardized return. Standardized return for the Class
A shares of the Fund reflects deduction of the Fund's maximum initial sales
charge at the time of purchase, and standardized return for the Class B shares
of the Fund reflects deduction of the applicable contingent deferred sales
charge imposed on a redemption of shares held for the period. One-, five-and
ten-year periods will be shown, unless the Class has been in existence for a
shorter period. Total return calculations assume reinvestment of dividends and
other distributions.
The Fund may use other total return presentations in conjunction with
standardized return. These may cover the same or different periods as those
used for standardized return and may include cumulative returns, average annual
rates, actual year-by-year rates or any combination thereof. Non-standardized
return does not reflect initial or contingent deferred sales charges and would
be lower if such charges were included.
The Fund will include performance data for all three Classes of Fund shares in
any advertisements or promotional materials including Fund performance data.
Total return information reflects past performance and does not necessarily
indicate future results. Investment return and principal values will fluctuate,
and proceeds upon redemption may be more or less than a shareholder's cost.
- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------
ORGANIZATION. PaineWebber America Fund is registered with the SEC as an open-
end management investment company and was organized as a business trust under
the laws of the Commonwealth of Massachusetts by Declaration of Trust dated
October 31, 1986. The trustees have authority to issue an unlimited number of
shares of beneficial interest of separate series, par value $.001 per share, of
the Trust.
The shares of beneficial interest of the Fund are divided into four Classes,
designated Class A shares, Class B shares, Class C shares and Class D shares.
Each Class represents interests in the same assets of the Fund. The Classes
differ as follows: (1) each Class of shares has exclusive voting rights on
matters pertaining to its plan of distribution, (2) Class A shares are subject
to an initial sales charge, (3) Class B shares bear
-------------
Prospectus Page 22
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
ongoing distribution fees, are subject to a contingent deferred sales charge
upon certain redemptions and will automatically convert to Class A shares
approximately six years after issuance, (4) Class D shares are subject to
neither an initial nor a contingent deferred sales charge, bear ongoing
distribution fees and do not convert into another Class, (5) Class C shares,
which may be offered only to a limited class of institutional investors, are
subject to neither an initial or contingent deferred sales charge nor ongoing
service or distribution fees, and (6) each Class may bear differing amounts of
certain Class-specific expenses. The board of trustees of the Trust does not
anticipate that there will be any conflicts among the interests of the holders
of each Class of Fund shares. On an ongoing basis, the board of trustees will
consider whether any such conflict exists and, if so, take appropriate action.
The Trust does not hold annual shareholder meetings. There normally will be no
meetings of shareholders to elect trustees unless fewer than a majority of the
trustees of the Trust holding office have been elected by shareholders.
Shareholders of record holding at least two-thirds of the outstanding shares of
the Trust may remove a trustee by votes cast in person or by proxy at a meeting
called for that purpose. The trustees are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of any
trustee when so requested in writing by the shareholders of record holding at
least 10% of the Trust's outstanding shares. Each share of the Fund has equal
voting rights, except as noted above. Each share of the Fund is entitled to
participate equally in dividends and other distributions and the proceeds of
any liquidation, except that, due to the differing expenses borne by the four
classes, dividends and liquidation proceeds of Class B and Class D shares are
likely to be lower than for the Class A shares and are likely to be lower for
the Class A, Class B and Class D shares than for Class C shares.
To avoid additional operating costs and for investor convenience, the Fund does
not issue share certificates. Ownership of shares of the Fund is recorded on a
stock register by the Transfer Agent and shareholders have the same rights of
ownership with respect to such shares as if certificates had been issued.
CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust Company, One Heritage
Drive, North Quincy, Massachusetts 02171, is custodian for the Fund. PFPC Inc.,
a subsidiary of PNC Bank, National Association, whose principal address is 400
Bellevue Parkway, Wilmington, Delaware 19809, is the Fund's transfer and
dividend disbursing agent.
CONFIRMATIONS AND STATEMENTS. Shareholders receive confirmations of purchases
and redemptions of shares of the Fund. PaineWebber clients receive statements
at least quarterly that report their Fund activity and consolidated year-end
statements that show all Fund transactions for that year. Shareholders who are
not PaineWebber clients receive quarterly statements from the Transfer Agent.
Shareholders also receive audited annual and unaudited semi-annual financial
statements of the Fund.
-------------
Prospectus Page 23
<PAGE>
----------------------------
PAINEWEBBER DIVIDEND GROWTH FUND
APPENDIX
- --------------------------------------------------------------------------------
The Fund may use the hedging instruments described below:
OPTIONS ON EQUITY AND DEBT SECURITIES--A call option is a short-term contract
pursuant to which the purchaser of the option, in return for a premium, has the
right to buy the security underlying the option at a specified price at any
time during the term of the option. The writer of the call option, who receives
the premium, has the obligation, upon exercise of the option during the option
term, to deliver the underlying security against payment of the exercise price.
A put option is a similar contract that gives its purchaser, in return for a
premium, the right to sell the underlying security at a specified price during
the option term. The writer of the put option, who receives the premium, has
the obligation, upon exercise of the option during the option term, to buy the
underlying security at the exercise price.
OPTIONS ON STOCK INDEXES--A stock index assigns relative values to the stocks
included in the index and fluctuates with changes in the market values of those
stocks. A stock index option operates in the same way as a more traditional
stock option, except that exercise of a stock index option is effected with
cash payment and does not involve delivery of securities. Thus, upon exercise
of a stock index option, the purchaser will realize, and the writer will pay,
an amount based on the difference between the exercise price and the closing
price of the stock index.
STOCK INDEX FUTURES CONTRACTS--A stock index futures contract is a bilateral
agreement pursuant to which one party agrees to accept, and the other party
agrees to make, delivery of an amount of cash equal to a specified dollar
amount times the difference between the stock index value at the close of
trading of the contract and the price at which the futures contract is
originally struck. No physical delivery of the stocks comprising the index is
made. Generally, contracts are closed out prior to the expiration date of the
contract.
INTEREST RATE FUTURES CONTRACTS--Interest rate futures contracts are bilateral
agreements pursuant to which one party agrees to make, and the other party
agrees to accept, delivery of a specified type of debt security at a specified
future time and at a specified price. Although such futures contracts by their
terms call for actual delivery or acceptance of debt securities, in most cases
the contracts are closed out before the settlement date without the making or
taking of delivery.
OPTIONS ON FUTURES CONTRACTS--Options on futures contracts are similar to
options on securities, except that an option on a futures contract gives the
purchaser the right, in return for the premium, to assume a position in a
futures contract (a long position if the option is a call and a short position
if the option is a put), rather than to purchase or sell a security, at a
specified price at any time during the option term. Upon exercise of the
option, the delivery of the futures position to the holder of the option will
be accompanied by delivery of the accumulated balance that represents the
amount by which the market price of the futures contract exceeds, in the case
of a call, or is less than, in the case of a put, the exercise price of the
option on the future. The writer of an option, upon exercise, will assume a
short position in the case of a call and a long position in the case of a put.
-------------
Prospectus Page 24
<PAGE>
Application Form
THE PAINEWEBBER [_][_] - [_][_][_][_][_] - [_][_]
MUTUAL FUNDS PaineWebber Account No.
- --------------------------------------------------------------------------------
INSTRUCTIONS DO NOT USE THIS FORM IF YOU WOULD LIKE YOUR ACCOUNT SERVICED
THROUGH PAINEWEBBER. INSTEAD, CALL YOUR PAINEWEBBER INVESTMENT
EXECUTIVE (OR YOUR LOCAL PAINEWEBBER OFFICE TO OPEN AN ACCOUNT).
ALSO, DO NOT USE THIS FORM TO OPEN A Return this completed
RETIREMENT PLAN ACCOUNT. FOR form to: PFPC Inc. P.O.
RETIREMENT PLAN FORMS OR FOR Box 8950 Wilmington,
ASSISTANCE IN COMPLETING THIS FORM Delaware 19899 ATTN:
CONTACT PFPC INC. AT 1-800-647-1568. PaineWebber Mutual Funds
PLEASE PRINT
- --------------------------------------------------------------------------------
1 INITIAL INVESTMENT ($1,000 MINIMUM)
ENCLOSED IS A CHECK FOR:
$____(payable to PaineWebber Dividend Growth Fund) to pur-
chase Class A [_] Class B [_] or Class D [_] shares
2 ACCOUNT REGISTRATION
Not valid 1. Individual / /
without ------------- --------------- --------------
signature and First Name Last Name MI Soc. Sec. No.
Soc. Sec. or
Tax ID #
- --As joint 2. Joint Tenancy / /
tenants, use ---------- --------------- ---------------
Lines 1 and 2 First Name Last Name MI Soc. Sec. No.
- --As custodian ("Joint Tenants with Rights
for a minor, of Survivorship" unless
use Lines 1 otherwise specified)
and 3
- --In the name
of a 3. Gifts to Minors / /
corporation, ------------------------ --------------
trust or other Minor's Name Soc. Sec. No.
organization
or any
fiduciary Under the ______________________ Uniform Gifts/Uniform
capacity, use State of Residence of to Minors Act Transfers to
Line 4 Minor Minors Act
4. Other Registrations
---------------------- ----------------
Name Tax Ident. No.
5. If Trust, Date of Trust Instrument: _______
3 ADDRESS
------------------------------ U.S. Citizen [_] YES [_] NO*
Street
------------------------------ ----------------------------
City State Zip Code *Country of Citizenship
4 DISTRIBUTION OPTIONS See Prospectus
Please select one of the following:
[_] Reinvest both dividends and capital gain distributions in
additional shares
[_] Pay dividends to my address above; reinvest capital gain
distributions
[_] Pay both dividends and capital gain distributions in cash
to my address above
[_] Reinvest dividends and pay capital gain distributions in
cash to my address above
5 SPECIAL OPTIONS (For More Information--Check Appropriate
Box)
[_] Automatic Investment Plan [_] Prototype IRA Application
[_] Systematic Withdrawal Plan
NOTE: If a selection is not made, both dividends and cap-
ital gain distributions will be paid in additional Fund
shares of the same Class.
<PAGE>
6 RIGHTS OF ACCUMULATION--CLASS A SHARES (See Prospectus)
Indicate here any other account(s) in the group of funds that
would qualify for the cumulative quantity discount as outlined in
the Prospectus.
--------------------- ----------- ------------------------
Fund Name Account No. Registered Owner
--------------------- ----------- ------------------------
Fund Name Account No. Registered Owner
--------------------- ----------- ------------------------
Fund Name Account No. Registered Owner
7 PLEASE INDICATE BELOW IF YOU ARE AFFILIATED WITH PAINEWEBBER
"Affiliated" persons are defined as officers,
directors/trustees and employees of the PaineWebber funds,
PaineWebber or its affiliates, and their parents, spouses and
children.
-----------------------------------------------
Nature of Relationship
8 SIGNATURE (S) AND TAX CERTIFICATION (S)
I warrant that I have full authority and am of legal age to
purchase shares of the Fund and have received and read a
current Prospectus of the Fund and agree to its terms. The Fund
and its Transfer Agent will not be liable for acting upon
instructions or inquiries believed genuine. Under penalties of
perjury, I certify that (1) my taxpayer identification number
provided in this application is correct and (2) I am not
subject to backup withholding because (i) I have not been
notified that I am subject to backup withholding as a result of
failure to report interest or dividends or (ii) the IRS has
notified me that I am no longer subject to backup withholding
(strike out clause (2) if incorrect).
------------------------- ------------------------- ------
Individual (or Custodian) Joint Registrant (if any) Date
------------------------- ------------------------- ------
Corporate Officer, Part- Title Date
ner, Trustee, etc.
9 INVESTMENT EXECUTIVE IDENTIFICATION (To Be Completed By In-
vestment Executive Only)
-------------------------- --------------------------
Broker No./Name Branch Wire Code
( )
-------------------------- --------------------------
Branch Address Telephone
10 CORRESPONDENT FIRM IDENTIFICATION (To Be Completed By Corre-
spondent Firm Only)
-------------------------- --------------------------
Name Address
--------------------------
MAIL COMPLETED FORM TO YOUR PAINEWEBBER INVESTMENT EXECUTIVE OR
CORRESPONDENT FIRM OR TO: PFPC INC., P.O. BOX 8950, WILMINGTON,
DELAWARE 19899.
<PAGE>
Shares of the Fund can be exchanged for shares of the following other
PaineWebber Mutual Funds:
PAINEWEBBER INCOME FUNDS
. Global Income Fund
. High Income Fund
. Investment Grade Income Fund
. Short-Term U.S. Government Income Fund
. Short-Term U.S. Government Income Fund for Credit Unions
. Strategic Income Fund
. U.S. Government Income Fund
PAINEWEBBER TAX-FREE INCOME FUNDS
. California Tax-Free Income Fund
. Municipal High Income Fund
. National Tax-Free Income Fund
. New York Tax-Free Income Fund
PAINEWEBBER GROWTH FUNDS
. Atlas Global Growth Fund
. Blue Chip Growth Fund
. Capital Appreciation Fund
. Communications & Technology Growth Fund
. Europe Growth Fund
. Growth Fund
. Regional Financial Growth Fund
. Small Cap Value Fund
PAINEWEBBER GROWTH AND INCOME FUNDS
. Asset Allocation Fund
. Global Energy Fund
. Global Growth and Income Fund
. Utility Income Fund
PAINEWEBBER MONEY MARKET FUND
---------------
A prospectus containing more complete information for any of the above funds,
including charges and expenses, can be obtained from a PaineWebber investment
executive or correspondent firm. Read it carefully before investing.
(C) 1995 PaineWebber Incorporated
LOGO Recycled
Paper
PaineWebber
Dividend Growth
Fund
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND
OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND
OR ITS DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.
PROSPECTUS
January 1, 1995
