<PAGE>
As filed with the Securities and Exchange Commission on November 9, 1995
1933 Act Registration No. 2-78626
1940 Act Registration No. 811-3502
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-lA
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [__X__]
Pre-Effective Amendment No.______ [______]
Post-Effective Amendment No. 37 [__X__]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [__X__]
Amendment No. 35
(Check appropriate box or boxes.)
PAINEWEBBER AMERICA FUND
(Exact name of registrant as specified in charter)
1285 Avenue of the Americas
New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 713-2000
GREGORY K. TODD, Esq.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
(Name and address of agent for service)
Copies to:
ELINOR W. GAMMON, ESQ.
Kirkpatrick & Lockhart LLP
South Lobby - 9th Floor
1800 M Street, N.W.
Washington, D.C. 20036-5891
Telephone (202) 778-9000
It is proposed that this filing will become effective:
______ Immediately upon filing pursuant to Rule 485(b)
__X___ On November 14, 1995 pursuant to Rule 485(b)
______ 60 days after filing pursuant to Rule 485(a)(i)
______ On ___________________ pursuant to Rule 485(a)(i)
______ 75 days after filing pursuant to Rule 485(a)(ii)
______ On ___________________ pursuant to Rule 485(a)(ii)
__X___ This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
for its most recent fiscal year on October 27, 1995.
<PAGE>
PaineWebber America Fund
-------------------------
Contents of Registration Statement
----------------------------------
This registration statement consists of the following papers and
documents:
. Cover Sheet
. Contents of Registration Statement
. Cross Reference Sheets
. PaineWebber Growth and Income Fund - Class A, B and C Shares
------------------------------------------------------------
Part A - Prospectus*
Part B - Statement of Additional Information*
. PaineWebber Growth and Income Fund - Class Y Shares
---------------------------------------------------
Part A - Prospectus*
Part B - Statement of Additional Information*
. Part C - Other Information
. Signature Page
. Exhibits
*Incorporated by reference to Post-Effective Amendment No. 35 to
PaineWebber America Fund's registration statement on Form N-1A,
Registration No. 2-78626, filed September 8, 1995.
<PAGE>
<TABLE>
<CAPTION>
PaineWebber Growth and Income Fund
Class A, B and C Shares
Form N-lA Cross Reference Sheet
Part A Item No.
and Caption Prospectus Caption
--------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . . . . . Prospectus Summary
3. Condensed Financial Information . . . . . . . . . Financial Highlights; Performance Information
4. General Description of Registrant . . . . . . . . Prospectus Summary; Investment Objective and
Policies; General Information
5. Management of the Fund . . . . . . . . . . . . . Management; General Information
6. Capital Stock and Other Securities . . . . . . . Cover Page; Conversion of Class B Shares;
Dividends and Taxes; General Information
7. Purchase of Securities Being Offered . . . . . . Purchases; Exchanges; Valuation of Shares;
other Services and Information; Management
8. Redemption or Repurchase . . . . . . . . . . . . Redemptions; Other Services and Information
9. Pending Legal Proceedings . . . . . . . . . . . . Not Applicable
Part B Item No. Statement of Additional
and Caption Information Caption
--------------- -----------------------
10. Cover Page . . . . . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . . . . . Other Information
13. Investment Objectives and Policies . . . . . . . Investment Policies and Restrictions; Hedging
Strategies; Portfolio Transactions
14. Management of the Fund . . . . . . . . . . . . . Trustees and Officers
15. Control Persons and Principal Holders of Trustees and Officers
Securities . . . . . . . . . . . . . . . . . . .
16. Investment Advisory and Other Services . . . . . Investment Advisory and Distribution
Arrangements; Other Information
17. Brokerage Allocation . . . . . . . . . . . . . . Portfolio Transactions
<PAGE>
Part B Item No. Statement of Additional
and Caption Information Caption
--------------- -----------------------
<S> <C> <C>
18. Capital Stock and Other Securities . . . . . . . Conversion of Class B Shares; Other Information
19. Purchase, Redemption and Pricing of Securities Reduced Sales Charges, Additional Exchange and
Being Offered . . . . . . . . . . . . . . . . . . Redemption Information and Other Services;
Valuation of Shares
20. Tax Status . . . . . . . . . . . . . . . . . . . Taxes
21. Underwriters . . . . . . . . . . . . . . . . . . Investment Advisory and Distribution
Arrangements
22. Calculation of Performance Data . . . . . . . . . Performance Information
23. Financial Statements . . . . . . . . . . . . . . Financial Statements
<PAGE>
PaineWebber Growth and Income Fund
Class Y Shares
Form N-lA Cross Reference Sheet
Part A Item No.
and Caption Prospectus Caption
--------------- ------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . . . . . Fund Expenses
3. Condensed Financial Information . . . . . . . . . Financial Highlights; Performance Information
4. General Description of Registrant . . . . . . . . Investment Objectives and Policies; General
Information
5. Management of the Fund . . . . . . . . . . . . . Management; General Information
6. Capital Stock and Other Securities . . . . . . . Cover Page; Dividends and Taxes; General
Information
7. Purchase of Securities Being Offered . . . . . . Purchases; Valuation of Shares; Management
8. Redemption or Repurchase . . . . . . . . . . . . Redemptions
9. Pending Legal Proceedings . . . . . . . . . . . . Not Applicable
Part B Item No. Statement of Additional
and Caption Information Caption
--------------- -----------------------
10. Cover Page . . . . . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . . . . . Other Information
13. Investment Objectives and Policies . . . . . . . Investment Policies and Restrictions; Hedging
Strategies; Portfolio Transactions
14. Management of the Fund . . . . . . . . . . . . . Trustees and Officers
15. Control Persons and Principal Holders of Trustees and Officers
Securities . . . . . . . . . . . . . . . . . . .
16. Investment Advisory and Other Services . . . . . Investment Advisory and Distribution
Arrangements; Other Information
17. Brokerage Allocation . . . . . . . . . . . . . . Portfolio Transactions
18. Capital Stock and Other Securities . . . . . . . Conversion of Class B Shares; Other Information
19. Purchase, Redemption and Pricing of Securities Reduced Sales Charges, Additional Exchange and
Being Offered . . . . . . . . . . . . . . . . . . Redemption Information and Other Services;
Valuation of Shares
<PAGE>
20. Tax Status . . . . . . . . . . . . . . . . . . . Taxes
21. Underwriters . . . . . . . . . . . . . . . . . . Investment Advisory and Distribution
Arrangements
22. Calculation of Performance Data . . . . . . . . . Performance Information
23. Financial Statements . . . . . . . . . . . . . . Financial Statements
</TABLE>
Part C
------
Information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C of this Registration
Statement.
<PAGE>
PART C. OTHER INFORMATION
-------------------------
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements (to be filed)
PaineWebber Growth and Income Fund
----------------------------------
Included in Part A of the Registration Statement:
Financial Highlights for one Class A share of the Fund
for each of the ten years in the period ended August 31,
1995.
Financial Highlights for one Class B share of the Fund
for each of the four years in the period ended August 31,
1995 and for the period July 1, 1991 (commencement of
offering) to August 31, 1991.
Financial Highlights for one Class C share of the Fund
for each of the three years in the period ended
August 31, 1995 and for the period July 2, 1992
(commencement of offering) to August 31, 1992.
Financial Highlights for one Class Y share of the Fund
for each of the three years in the period ended
August 31, 1995 and for the period February 22, 1992
(commencement of offering) to August 31, 1992.
Included in Part B of the Registration Statement through
incorporation by reference from the Annual Report to
Shareholders, previously filed with the Securities and Exchange
Commission through EDGAR on , 1995, Accession
No. :
Portfolio of Investments at August 31, 1995
Statement of Assets and Liabilities at August 31, 1995
Statement of Operations for the year ended August 31,
1995
Statement of Changes in Net Assets for the two years in
the period ended August 31, 1995
Notes to Financial Statements
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<PAGE>
Financial Highlights for one Class A share of the Fund
for each of the five years in the period ended August 31,
1995
Financial Highlights for one Class B share of the Fund
for each of the four years in the period ended August 31,
1995 and for the period July 1, 1991 (commencement of
offering) through August 31, 1991
Financial Highlights for one Class C share of the Fund
for each of the three years in the period ended
August 31, 1995 and for the period July 2, 1992
(commencement of offering) through August 31, 1992
Financial Highlights for one Class Y share of the Fund
for each of the three years in the period ended
August 31, 1995 and for the period February 12, 1992
(commencement of offering) through August 31, 1992
Report of Ernst & Young LLP, Independent Auditors, dated
October ___, 1995
(b) Exhibits:
(1) (a) Declaration of Trust 1/
(b) Amendment effective January 28, 1988 4/
(c) Amendment effective January 23, 1990 6/
(d) Amendment effective December 21, 1990 8/
(e) Amendment effective May 17, 1991 9/
(f) Amendment effective July 1, 1991 9/
(g) Amendment effective August 31, 1991 9/
(h) Amendment effective July 1, 1992 12/
(i) Amendment effective April 3, 1995 16/
(2) (a) By-laws 1/
(b) Amendment to By-Laws dated March 19,
1991 8/
(c) Amendment to By-Laws
dated September 28, 1994 14/
(3) Voting trust agreement - none
(4) Instruments defining the rights of holders of
Registrant's shares of beneficial interest 15/
(5) Investment Advisory and Administration
Contract 5/
(b) Sub-Advisory Contract 14/
(6) (a) Distribution Contract with respect to
Class A shares 13/
(b) Distribution Contract with respect to
Class B shares 13/
(c) Distribution Contract with respect to
Class C shares (to be filed)
C-2
<PAGE>
(d) Distribution Contract with respect to
Class Y shares (to be filed)
(e) Exclusive Dealer Agreement with respect
to Class A shares 13/
(f) Exclusive Dealer Agreement with respect
to Class B shares 13/
(g) Exclusive Dealer Agreement with respect
to Class C shares (to be filed)
(h) Exclusive Dealer Agreement with respect
to Class Y shares (to be filed)
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 2/
(9) (a) Transfer Agency and Service Contract 7/
(b) Service Contract 5/
(10) (a) Opinion and consent of Kirkpatrick &
Lockhart LLP with respect to Class A and
Class B shares 8/
(b) Opinion and consent of Kirkpatrick &
Lockhart LLP with respect to Class C
shares 11/
(c) Opinion and consent of Kirkpatrick &
Lockhart LLP with respect to Class Y
shares 9/
(11) Other opinions, appraisals, rulings and consents:
Independent Auditor's Consent (to be filed)
(12) Financial statements omitted from prospectus-none
(13) Letter of investment intent 3/
(14) Prototype Retirement Plan 10/
(15) (a) Plan of Distribution pursuant to Rule
12b-1 with respect to Class A shares 9/
(b) Plan of Distribution pursuant to Rule
12b-1 with respect to Class B shares 9/
(c) Plan of Distribution pursuant to Rule
12b-1 with respect to Class C shares 12/
(16) (a) Schedule for Computation of Performance
Quotations with respect to Class A and
Class B Shares 9/
(b) Schedule for Computation of Performance
Quotations with respect to Class Y and
Class C Shares 12/
(17) and (27) Financial Data Schedule (to be filed)
(18) Plan pursuant to Rule 18f-3 16/
C-3
<PAGE>
_______________________________
1/ Incorporated by reference from Post-Effective Amendment No. 10
to the registration statement, SEC File No. 2-78626, filed
February 25, 1987.
2/ Incorporated by reference from Post-Effective Amendment No. 11 to
the registration statement, SEC File No. 2-78626, filed December
22, 1987.
3/ Incorporated by reference from Pre-Effective Amendment No. 2 to
the registration statement, SEC File No. 2-78626, filed September
26, 1983.
4/ Incorporated by reference from Post-Effective Amendment No. 12 to
the registration statement, SEC File No. 2-78626, filed November
3, 1988.
5/ Incorporated by reference from Post-Effective Amendment No. 16 to
the registration statement, SEC File No. 2-78626, filed December
29, 1989.
6/ Incorporated by reference from Post-Effective Amendment No. 18 to
the registration statement, SEC File No. 2-78626, filed August
30, 1990.
7/ Incorporated by reference from Post-Effective Amendment No. 19 to
the registration statement, SEC File No. 2-78626, filed November
2, 1990.
8/ Incorporated by reference from Post-Effective Amendment No. 21 to
the registration statement, SEC File No. 2-78626, filed May 3,
1991.
9/ Incorporated by reference from Post-Effective Amendment No. 23 to
the registration statement, SEC File No. 2-78626, filed December
24, 1991.
10/ Incorporated by reference from Post-Effective Amendment No. 20 to
the registration statement of PaineWebber Managed Investments
Trust, SEC File No. 2-91362, filed April 1, 1992.
11/ Incorporated by reference from Post-Effective Amendment No. 25 to
the registration statement, SEC File No. 2-78626, filed June 23,
1992.
12/ Incorporated by reference from Post-Effective Amendment No. 27 to
the registration statement, SEC File No. 2-78626, filed December
21, 1992.
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<PAGE>
13/ Incorporated by reference from Post-Effective Amendment No. 28 to
the registration statement, SEC File No. 2-78626, filed December
29, 1993.
14/ Incorporated by reference from Post-Effective Amendment No. 31 to
the registration statement, SEC File No. 2-78626, filed December
28, 1994.
15/ Incorporated by reference from Articles III, VIII, IX, X and XI
of Registrant's Declaration of Trust, as amended effective
January 28, 1988, January 23, 1990, December 21, 1990, May 17,
1991, July 1, 1991, August 31, 1991, July 1, 1992 and April 3,
1995, and from Articles II, VII and X of Registrant's By-Laws, as
amended March 19, 1991 and September 28, 1994.
16/ Incorporated by reference from Post-Effective Amendment No. 35 to
the registration statement, SEC File No. 2-78626, filed
September 8, 1995.
C-5
<PAGE>
Item 25. Persons Controlled by or under Common Control with
Registrant
--------------------------------------------------
None.
Item 26. Number of Holders of Securities
-------------------------------
Number of Record
Shareholders as of
Title of Class August 18, 1995
-------------- ------------------
Shares of Beneficial Interest,
par value $0.001 per share
------------------------------
PaineWebber Growth and Income
Fund (Formerly PaineWebber Dividend
Growth Fund)
Class A shares 18,906
Class B shares 25,660
Class Y shares (formerly Class C) 2
Class C shares (formerly Class D) 3,643
Item 27. Indemnification
---------------
Section 2 of "Indemnification" in Article X of the Declaration of
Trust provides that the appropriate series of the Registrant will
indemnify its Trustees and officers to the fullest extent permitted by law
against claims and expenses asserted against or incurred by them by virtue
of being or having been a Trustee or officer; provided that no such person
shall be indemnified where there has been an adjudication or other deter-
mination, as described in Article X, that such person is liable to the
Registrant or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his or her office or did not act in good faith in the
reasonable belief that his or her action was in the best interest of the
Registrant. Section 2 of "Indemnification" in Article X also provides
C-6
<PAGE>
that the Registrant may maintain insurance policies covering such rights
of indemnification.
Additionally, "Limitation of Liability" in Article X of the
Declaration of Trust provides that the Trustees or officers of the
Registrant shall not be personally liable to any person extending credit
to, contracting with or having a claim against the Trust or a particular
series thereof; and that, provided they have exercised reasonable care and
have acted under the reasonable belief that their actions are in the best
interest of the Registrant, the Trustees and officers shall not be liable
for neglect or wrongdoing by them or any officer, agent, employee or
investment adviser of the Registrant.
Section 2 of Article XI of the Declaration of Trust additionally
provides that, subject to the provisions of Section 1 of Article XI and to
Article X, Trustees shall not be liable for errors of judgment or mistakes
of fact or law, or for any act or omission in accordance with advice of
counsel or other experts, or failing to follow such advice, with respect
to the meaning and operation of the Declaration of Trust.
Article IX of the By-laws provides that the Registrant may
purchase and maintain insurance on behalf of any person who is or was a
Trustee, officer or employee of the Trust, or is or was serving at the
request of the Trust as a Trustee, officer or employee of a corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any
such capacity or arising out of his or her status as such, whether or not
the Registrant would have the power to indemnify him or her against such
liability, provided that the Registrant may not acquire insurance
protecting any Trustee or officer against liability to the Registrant or
its shareholders to which he or she would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his or her office.
Section 9 of the Investment Advisory and Administration Contract
with Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins")
provides that Mitchell Hutchins shall not be liable for any error of
judgment or mistake of law or for any loss suffered by any series of the
Registrant in connection with the matters to which the Contract relates,
except for a loss resulting from the willful misfeasance, bad faith, or
gross negligence of Mitchell Hutchins in the performance of its duties or
from its reckless disregard of its obligations and duties under the
Contract. Section 10 of the Contract provides that the Trustees shall not
be liable for any obligations of the Trust or any series under the
Contract and that Mitchell Hutchins shall look only to the assets and
property of the Registrant in settlement of such right or claim and not to
the assets and property of the Trustees.
Section 9 of each Distribution Contract provides that the Trust
will indemnify Mitchell Hutchins and its officers, directors and
controlling persons against all liabilities arising from any alleged
untrue statement of material fact in the Registration Statement or from
C-7
<PAGE>
any alleged omission to state in the Registration Statement a material
fact required to be stated in it or necessary to make the statements in
it, in light of the circumstances under which they were made, not
misleading, except insofar as liability arises from untrue statements or
omissions made in reliance upon and in conformity with information
furnished by Mitchell Hutchins to the Trust for use in the Registration
Statement; and provided that this indemnity agreement shall not protect
any such persons against liabilities arising by reason of their bad faith,
gross negligence or willful misfeasance; and shall not inure to the
benefit of any such persons unless a court of competent jurisdiction or
controlling precedent determines that such result is not against public
policy as expressed in the Securities Act of 1933. Section 9 of each
Distribution Contract also provides that Mitchell Hutchins agrees to
indemnify, defend and hold the Trust, its officers and Trustees free and
harmless of any claims arising out of any alleged untrue statement or any
alleged omission of material fact contained in information furnished by
Mitchell Hutchins for use in the Registration Statement or arising out of
an agreement between Mitchell Hutchins and any retail dealer, or arising
out of supplementary literature or advertising used by Mitchell Hutchins
in connection with the Contract.
Section 9 of each Exclusive Dealer Agreement contains provisions
similar to Section 9 of the Distribution Contract, with respect to
PaineWebber Incorporated ("PaineWebber").
Section 6 of the Service Contract provides that PaineWebber shall
be indemnified and held harmless by the Trust against all liabilities,
except those arising out of bad faith, gross negligence, willful
misfeasance or reckless disregard of its duties under the Contract.
Section 10 of each Distribution Contract and Section 7 of the
Service Contract contain provisions similar to Section 10 of the
Investment Advisory and Administration Contract, with respect to Mitchell
Hutchins and PaineWebber, as appropriate.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be provided to Trustees, officers
and controlling persons of the Trust, pursuant to the foregoing provisions
or otherwise, the Trust has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Trust of expenses incurred or paid by a Trustee,
officer or controlling person of the Trust in connection with the
successful defense of any action, suit or proceeding or payment pursuant
to any insurance policy) is asserted against the Trust by such Trustee,
officer or controlling person in connection with the securities being
registered, the Trust will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
C-8
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
I. Mitchell Hutchins, a Delaware corporation, is a registered
investment adviser and is a wholly owned subsidiary of PaineWebber which
is, in turn, a wholly owned subsidiary of Paine Webber Group Inc.
Mitchell Hutchins is primarily engaged in the investment advisory
business. Information as to the officers and directors of Mitchell
Hutchins is included in its Form ADV filed on February 22, 1995 with the
Securities and Exchange Commission (registration number 801-13219) and is
incorporated herein by reference.
Item 29. Principal Underwriters
----------------------
a) Mitchell Hutchins serves as principal underwriter and/or
investment adviser for the following investment companies:
ALL-AMERICAN TERM TRUST INC.
MITCHELL HUTCHINS/KIDDER, PEABODY EQUITY INCOME FUND, INC.
MITCHELL HUTCHINS/KIDDER, PEABODY GOVERNMENT INCOME FUND, INC.
MITCHELL HUTCHINS/INSTITUTIONAL SERIES TRUST
MITCHELL HUTCHINS/KIDDER, PEABODY INVESTMENT TRUST
MITCHELL HUTCHINS/KIDDER, PEABODY INVESTMENT TRUST II
MITCHELL HUTCHINS/KIDDER, PEABODY INVESTMENT TRUST III
PAINEWEBBER AMERICA FUND
PAINEWEBBER INVESTMENT SERIES
PAINEWEBBER MANAGED ASSETS TRUST
PAINEWEBBER MANAGED INVESTMENTS TRUST
PAINEWEBBER MASTER SERIES, INC.
PAINEWEBBER MUNICIPAL SERIES
PAINEWEBBER MUTUAL FUND TRUST
PAINEWEBBER OLYMPUS FUND
PAINEWEBBER PREMIER HIGH INCOME TRUST INC.
PAINEWEBBER PREMIER INSURED MUNICIPAL INCOME FUND INC.
PAINEWEBBER PREMIER TAX-FREE INCOME FUND INC.
PAINEWEBBER REGIONAL FINANCIAL GROWTH FUND INC.
PAINEWEBBER SECURITIES TRUST
PAINEWEBBER SERIES TRUST
STRATEGIC GLOBAL INCOME FUND, INC.
TRIPLE A AND GOVERNMENT SERIES - 1997, INC.
2002 TARGET TERM TRUST INC.
GLOBAL HIGH INCOME DOLLAR FUND INC.
GLOBAL SMALL CAP FUND INC.
b) Mitchell Hutchins is the Registrant's principal underwriter.
PaineWebber acts as exclusive dealer of the Registrant's shares. The
directors and officers of Mitchell Hutchins, their principal business
addresses, and their positions and offices with Mitchell Hutchins are
identified in its Form ADV filed February 22, 1995 with the Securities and
Exchange Commission (registration number 801-13219). The directors and
officers of PaineWebber, their principal business addresses, and their
C-9
<PAGE>
positions and offices with PaineWebber are identified in its Form ADV
filed March 31, 1995 with the Securities and Exchange Commission
(registration number 801-7163). The foregoing information is hereby
incorporated herein by reference. The information set forth below is
furnished for those directors and officers of Mitchell Hutchins or
PaineWebber who also serve as trustees or officers of the Registrant:
<TABLE>
<CAPTION>
Position and
Name and Offices With
Principal Business Position With Underwriter or
Address Registrant Exclusive Dealer
------------------ ------------- ----------------
<S> <C> <C>
Margo N. Alexander President Director,
1285 Avenue of the Americas President and Chief Executive
New York, New York 10019 Officer of Mitchell Hutchins
Frank P.L. Minard Trustee Chairman of the Board of
1285 Avenue of the Americas Mitchell Hutchins and a
New York, New York 10019 Director of Mitchell Hutchins
and PaineWebber
Teresa M. Boyle Vice President Vice President and Manager --
1285 Avenue of the Americas Advisory Administration of
New York, New York 10019 Mitchell Hutchins
Joan L. Cohen Vice President and Assistant Vice President and Attorney of
1285 Avenue of the Americas Secretary Mitchell Hutchins
New York, New York 10019
Ellen R. Harris Vice President Managing Director of Mitchell
1285 Avenue of the Americas Hutchins
New York, New York 10019
Ann E. Moran Vice President and Assistant Vice President of Mitchell
1285 Avenue of the Americas Treasurer Hutchins
New York, New York 10019
C. William Maher Vice President and Assistant First Vice President of
1285 Avenue of the Americas Treasurer Mitchell Hutchins
New York, New York 10019
C-10
<PAGE>
Position and
Name and Offices With
Principal Business Position With Underwriter or
Address Registrant Exclusive Dealer
------------------ ------------- ----------------
<S> <C> <C>
Dianne E. O'Donnell Vice President and Secretary Senior Vice President and
1285 Avenue of the Americas Deputy General Counsel of
New York, New York 10019 Mitchell Hutchins
Victoria E. Schonfeld Vice President Managing Director and General
1285 Avenue of the Americas Counsel of Mitchell Hutchins
New York, New York 10019
Paul H. Schubert Vice President and Assistant First Vice President of
1285 Avenue of the Americas Treasurer Mitchell Hutchins
New York, New York 10019
Julian F. Sluyters Vice President and Treasurer Senior Vice President and
1285 Avenue of the Americas Director of Mutual Fund
New York, New York 10019 Finance Division of Mitchell
Hutchins
Gregory K. Todd Vice President First Vice President and
1285 Avenue of the Americas and Assistant Secretary Associate General Counsel of
New York, New York 10019 Mitchell Hutchins
</TABLE>
(c) None.
Item 30. Location of Accounts and Records
--------------------------------
The books and other documents required by paragraphs (b)(4), (c)
and (d) of Rule 31a-1 under the Investment Company Act of 1940 are
maintained in the physical possession of Registrant's investment adviser
and administrator, Mitchell Hutchins, 1285 Avenue of the Americas, New
York, New York 10019. All other accounts, books and documents required by
Rule 31a-1 are maintained in the physical possession of Registrant's
transfer agent and custodians.
Item 31. Management Services
-------------------
Not applicable.
C-11
<PAGE>
Item 32. Undertakings
------------
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders upon request and without charge.
C-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant, PaineWebber America
Fund, certifies that it meets all the requirements for effectiveness of
this Post-Effective Amendment No. 37 to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State
of New York, on the 8th day of November, 1995.
PAINEWEBBER AMERICA FUND
By: /s/ Gregory K. Todd
------------------------------
Gregory K. Todd
Vice President and Assistant
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Margo N. Alexander President (Chief Executive November 9, 1995
__________________________* Officer)
Margo N. Alexander
/s/ E. Garrett Bewkes, Jr. Trustee November 9, 1995
__________________________**
E. Garrett Bewkes, Jr.
/s/ Meyer Feldberg Trustee November 9, 1995
__________________________***
Meyer Feldberg
/s/ George W. Gowen Trustee November 9, 1995
__________________________****
George W. Gowen
/s/ Frederic V. Malek Trustee November 9, 1995
__________________________****
Frederic V. Malek
/s/ Frank P. L. Minard Trustee November 9, 1995
__________________________*****
Frank P. L. Minard
/s/ Judith Davidson Moyers Trustee November 9, 1995
__________________________****
Judith Davidson Moyers
<PAGE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Julian F. Sluyters Vice President and Treasurer November 9, 1995
_____________________****** (Chief Financial and
Julian F. Sluyters Accounting Officer)
</TABLE>
<PAGE>
SIGNATURES (Continued)
* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 8, 1995 and incorporated by reference from
Post-Effective Amendment No. 34 to the registration statement of
PaineWebber America Fund, SEC File No. 2-78626, filed May 10,
1995.
** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated January 3, 1994 and incorporated by reference from
Post-Effective Amendment No. 25 to the registration statement of
PaineWebber Investment Series, SEC File No. 33-11025, filed
March 1, 1994.
*** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated March 28, 1991 and incorporated by reference from
Post-Effective Amendment No. 16 to the registration statement of
PaineWebber Fixed Income Portfolios, SEC File No. 2-91362, filed
March 28, 1991.
**** Signatures affixed by Elinor W. Gammon pursuant to powers of
attorney dated March 27, 1990 and incorporated by reference from
Post-Effective Amendment No. 7 to the registration statement of
PaineWebber Municipal Series, SEC File No. 33-11611, filed June
29, 1990.
***** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated November 17, 1993 and incorporated by reference
from Post-Effective Amendment No. 28 to the registration
statement of PaineWebber America Fund, SEC File No. 2-78626,
filed December 29, 1993.
******* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated April 16, 1993 and incorporated by reference from
Post-Effective Amendment No. 27 to the registration statement of
PaineWebber Managed Investments Trust, SEC File No. 2-91362,
filed January 31, 1994.
<PAGE>
PAINEWEBBER AMERICA FUND
EXHIBIT INDEX
Exhibits
--------
(1) (a) Declaration of Trust 1/
(b) Amendment effective January 28, 1988 4/
(c) Amendment effective January 23, 1990 6/
(d) Amendment effective December 21, 1990 8/
(e) Amendment effective May 17, 1991 9/
(f) Amendment effective July 1, 1991 9/
(g) Amendment effective August 31, 1991 9/
(h) Amendment effective July 1, 1992 12/
(i) Amendment effective April 3, 1995 16/
(2) (a) By-laws 1/
(b) Amendment to By-Laws dated March 19, 1991 8/
(c) Amendment to By-Laws dated September 28, 1994 14/
(3) Voting trust agreement - none
(4) Instruments defining the rights of holders of Registrant's shares
of beneficial interest 15/
(5) Investment Advisory and Administration Contract 5/
(b) Sub-Advisory Contract 14/
(6) (a) Distribution Contract with respect to Class A shares 13/
(b) Distribution Contract with respect to Class B shares 13/
(c) Distribution Contract with respect to Class C shares (to
be filed)
(d) Distribution Contract with respect to Class Y shares (to
be filed)
(e) Exclusive Dealer Agreement with respect to Class A
shares 13/
(f) Exclusive Dealer Agreement with respect to Class B
shares 13/
(g) Exclusive Dealer Agreement with respect to Class C shares
(to be filed)
(h) Exclusive Dealer Agreement with respect to Class Y shares
(to be filed)
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 2/
(10) (a) Opinion and Consent of Kirkpatrick & Lockhart LLP with
respect to Class A and Class B shares 8/
(b) Opinion and consent of Kirkpatrick & Lockhart LLP with
respect to Class C shares 11/
(c) Opinion and consent of Kirkpatrick & Lockhart LLP with
respect to Class Y shares 9/
(11) Other opinions, appraisals, rulings and consents:
Independent Auditor's Consent (to be filed)
(12) Financial statements omitted from prospectus-none
(13) Letter of investment intent 3/
(14) Prototype Retirement Plan 10/
(15) (a) Plan of Distribution pursuant to Rule 12b-1 with respect
to Class A shares 9/
<PAGE>
(b) Plan of Distribution pursuant to Rule 12b-1 with respect
to Class B shares 9/
(c) Plan of Distribution pursuant to Rule 12b-1 with respect
to Class C shares 12/
(16) (a) Schedule for Computation of Performance Quotations with
respect to Class A and Class B Shares 9/
(b) Shedule for Computation of Performance Quotations with
respect to Class Y and Class C Shares 12/
(17) and (27) Financial Data Schedule (to be filed)
(18) Plan pursuant to Rule 18f-3 16/
___________________________________
1/ Incorporated by reference from Post-Effective Amendment No. 10 to
the registration statement, SEC File No. 2-78626, filed February
25, 1987.
2/ Incorporated by reference from Post-Effective Amendment No. 11 to
the registration statement, SEC File No. 2-78626, filed December
22, 1987.
3/ Incorporated by reference from Pre-Effective Amendment No. 2 to
the registration statement, SEC File No. 2-78626, filed September
26, 1983.
4/ Incorporated by reference from Post-Effective Amendment No. 12 to
the registration statement, SEC File No. 2-78626, filed November
3, 1988.
5/ Incorporated by reference from Post-Effective Amendment No. 16 to
the registration statement, SEC File No. 2-78626, filed December
29, 1989.
6/ Incorporated by reference from Post-Effective Amendment No. 18 to
the registration statement, SEC File No. 2-78626, filed August
30, 1990.
7/ Incorporated by reference from Post-Effective Amendment No. 19 to
the registration statement, SEC File No. 2-78626, filed November
2, 1990.
8/ Incorporated by reference from Post-Effective Amendment No. 21 to
the registration statement, SEC File No. 2-78626, filed May 3,
1991.
9/ Incorporated by reference from Post-Effective Amendment No. 23 to
the registration statement, SEC File No. 2-78626, filed December
24, 1991.
10/ Incorporated by reference from Post-Effective Amendment No. 20 to
the registration statement of PaineWebber Managed Investments
Trust, SEC File No. 2-91362, filed April 1, 1992.
<PAGE>
11/ Incorporated by reference from Post-Effective Amendment No. 25 to
the registration statement, SEC File No. 2-78626, filed June 23,
1992.
12/ Incorporated by reference from Post-Effective Amendment No. 27 to
the registration statement, SEC File No. 2-78626, filed December
21, 1992.
13/ Incorporated by reference from Post-Effective Amendment No. 28 to
the registration statement, SEC File No. 2-78626, filed December
29, 1993.
14/ Incorporated by reference from Post-Effective Amendment No. 31 to
the registration statement, SEC File No. 2-78626, filed December
28, 1994.
15/ Incorporated by reference from Articles III, VIII, IX, X and XI
of Registrant's Declaration of Trust, as amended effective
January 28, 1988, January 23, 1990, December 21, 1990, May 17,
1991, July 1, 1991, August 31, 1991, July 1, 1992 and April 3,
1995, and from Articles II, VII and X of Registrant's By-Laws, as
amended March 19, 1991 and September 28, 1994.
16/ Incorporated by reference from Post-Effective Amendment No. 35 to
the registration statement, SEC File No. 2-78626, filed September
8, 1995.
<PAGE>
