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Rule 24f-2 NOTICE FOR
PAINEWEBBER AMERICA FUND
PAINEWEBBER GROWTH & INCOME FUND
(1933 Act File No. 2-78626)
1. The fiscal period for which the notice is filed:
September 1, 1994 to August 31, 1995
2. The number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of
1933 other than pursuant to this section but which remained
unsold at the beginning of such fiscal period:
None
3. The number or amount of securities, if any, registered during
such fiscal period other than pursuant to this section:
$324,647,582 representing 16,970,000 shares of
beneficial interest ($0.001 par value)
4. The number or amount of securities sold during such fiscal
period:
$30,650,727 representing 1,510,507 shares of
beneficial interest ($0.001 par value)
5. The number or amount of securities sold during such fiscal period
in reliance upon registration pursuant to this section:
$30,650,727 representing 1,510,507 shares of
beneficial interest ($0.001 par value)
6. The calculation of filing fee:
<TABLE>
<CAPTION>
<S> <C> <C>
(a) The total amount of registered shares of beneficial
interest ($0.001 par value) sold including sales load: $30,650,727
(b) Less the total amount of registered shares of
beneficial interest ($0.001 par value) redeemed or (185,769,269)
repurchased: -----------
(c) Difference (i.e., (a) less (b)): ($155,118,542)
------------
(d) Filing fee pursuant to section 6(b) of 1933 Act (Line $0
(c) Amount x 0.00034483): ============
</TABLE>
/s/ Paul Schubert
--------------------------------------
Paul Schubert
Assistant Treasurer and Vice President
PaineWebber America Fund
Date: October 25, 1995
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KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9000
October 27, 1995
PaineWebber America Fund
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber America Fund ("Fund") is an unincorporated voluntary
association organized under the laws of the Commonwealth of Massachusetts
on October 31, 1986. The Fund consists of one series of shares of
beneficial interest: PaineWebber Growth and Income Fund. We understand
that the Fund is about to file a Rule 24f-2 Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, for the purpose of
making definite the number of shares which it has registered under the
Securities Act of 1933, as amended, and which were sold during the fiscal
year ended August 31, 1995.
We have, as counsel, participated in various business and other
matters relating to the Fund. We have examined copies, either certified
or otherwise proved to be genuine, of the Declaration of Trust and By-Laws
of the Fund, the minutes of meetings of the trustees and other documents
relating to the organization and operation of the Fund, and we generally
are familiar with its business affairs. Based on the foregoing, it is our
opinion that the shares of the Fund sold during the fiscal year ended
August 31, 1995, the registration of which will be made definite by the
filing of the Rule 24f-2 Notice, were legally issued, fully paid and
nonassessable.
The Fund is an entity of the type commonly known as a
"Massachusetts Business Trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Fund. The Declaration of Trust states that creditors
of, contractors with, and claimants against the Fund or a series shall
look only to the assets of the Fund for or the appropriate series for
payment. It also requires that notice of such disclaimer be given in each
note, bond, contract, certificate, undertaking or instrument made or
issued by the officers or the trustees of the Fund on behalf of the Fund.
The Declaration of Trust further provides: (i) for indemnification from
the assets of the appropriate series for all loss and expense of any
shareholder held personally liable for the obligations of the Fund or any
series by virtue of ownership of shares of such series; and (ii) for the
appropriate series to assume the defense of any claim against the
shareholder for any act or obligation of the series. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Fund or series would be unable to
meet its obligations.
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PaineWebber America Fund
October 27, 1995
Page 2
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/ Elinor W. Gammon
-------------------------
Elinor W. Gammon
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