<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1996
1933 Act Registration No. 2-78626
1940 Act Registration No. 811-3502
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [__X__]
Pre-Effective Amendment No. ________ [______]
Post-Effective Amendment No.__40____ [__X___]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_____]
Amendment No. __________
(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
DIANNE E. O'DONNELL, Esq.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
(Name and address of agent for service)
Copies to:
ELINOR W. GAMMON, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.; Second Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
It is proposed that this filing will become effective:
[__X__] Immediately upon filing pursuant to Rule 485(b)
[_____] On _________________ 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)
If appropriate, check the following box:
[_____] 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.
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PAINEWEBBER AMERICA FUND
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Securities Being Amount of Shares Offering Price Per Aggregate Offering Amount of
Registered Being Registered Unit Price Registration Fee
________________ ________________ __________________ __________________ _________________
Shares of Beneficial
Interest, Par Value
$0.001 7,894,288 $24.75 $290,000* $100.00
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the price in effect on June 3, 1996.
*Calculation of the proposed maximum aggregate price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During
its fiscal year ended August 31, 1995, Registrant redeemed or repurchased
an aggregate of 9,393,078 shares of beneficial interest. During its
current fiscal year, Registrant used 1,510,507 shares of this amount for a
reduction pursuant to paragraph (c) of Rule 24f-2 under the Investment
Company Act of 1940. Registrant is filing this post-effective amendment
to use the remaining 7,882,571 shares of the total redemptions and
repurchases during its fiscal year ended August 31, 1995 to reduce the fee
that would otherwise be required for the shares registered hereby. During
its current fiscal year, Registrant has filed no other post-effective
amendment for the purpose of the reduction pursuant to paragraph (a) of
Rule 24e-2.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it meets
all the requirements for effectiveness of this Post-Effective Amendment to
its Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Post-Effective Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York, on the 6th day of June, 1996.
PAINEWEBBER AMERICA FUND
/s/ Dianne E. O'Donnell
By: ---------------------------------
Dianne E. O'Donnell
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Margo N. Alexander President and Trustee June 6, 1996
-------------------------------------------- (Chief Executive Officer)
Margo N. Alexander ***
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman June 6, 1996
--------------------------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr. ***
/s/ Richard Q. Armstrong Trustee June 6, 1996
---------------------------------------------
Richard Q. Armstrong **
/s/ Richard Burt Trustee June 6, 1996
---------------------------------------------
Richard Burt **
/s/ Mary C. Farrell Trustee June 6, 1996
---------------------------------------------
Mary C. Farrell **
/s/ Meyer Feldberg Trustee June 6, 1996
---------------------------------------------
Meyer Feldberg**
/s/ George W. Gowen Trustee June 6, 1996
---------------------------------------------
George W. Gowen ***
<PAGE>
Signature Title Date
/s/ Frederic V. Malek Trustee June 6, 1996
---------------------------------------------
Frederic V. Malek**
/s/ Carl W. Schafer Trustee June 6, 1996
---------------------------------------------
Carl W. Schafer **
/s/ John R. Torell III Trustee June 6, 1996
---------------------------------------------
John R. Torell III **
Julian F. Sluyters Vice President and Treasurer (Chief June 6, 1996
-------------------------------------------- Financial and Accounting Officer)
Julian F. Sluyters
</TABLE>
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 April 18, 1996 and incorporated by reference from
Post-Effective Amendment No. 17 to the registration statement of
PaineWebber Municipal Series, SEC File No. 33-11611, filed April
25, 1996.
*** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated April 18, 1996 and incorporated by reference from
Post-Effective Amendment No. 14 to the registration statement of
PaineWebber Investment Trust, SEC File No. 33-39659, filed May 2,
1996.
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<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
June 7, 1996
PaineWebber America Fund
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber America Fund ("Trust") is an unincorporated voluntary
association organized under the laws of the Commonwealth of Massachusetts
on October 31, 1986. We understand that the Trust is about to file Post-
Effective Amendment No. 40 to its Registration Statement on Form N-1A for
the purpose of registering additional shares of beneficial interest of the
Trust under the Securities Act of 1933, as amended ("1933 Act"), pursuant
to Section 24(e)(1) of the Investment Company Act of 1940, as amended
("1940 Act").
We have, as counsel, participated in various business and other
matters relating to the Trust. We have examined copies, either certified
or otherwise proved to be genuine, of the Declaration of Trust and By-Laws
of the Trust, the minutes of meetings of the trustees and other documents
relating to the organization and operation of the Trust, and we generally
are familiar with its business affairs. Based on the foregoing, it is our
opinion that the shares of beneficial interest of the Trust currently
being registered pursuant to Section 24(e)(1) of the 1940 Act, as
reflected in Post-Effective Amendment No. 40, may be legally and validly
issued from time to time in accordance with the Trust's Declaration of
Trust and By-Laws and subject to compliance with the 1933 Act, the 1940
Act and various state laws regulating the offer and sale of securities;
and when so issued, these shares of beneficial interest will be legally
issued, fully paid and nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that creditors
of, contractors with, and claimants against the Trust or any series shall
look only to the assets of the Trust 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 Trust on behalf of the
Trust. 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 Trust 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
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PaineWebber America Fund
June 7, 1996
Page 2
against the shareholder for any act or obligation of such series. Thus,
the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Trust or
series would be unable to meet its obligations.
We hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 40 to the Trust's Registration Statement on
Form N-1A to be filed with the Securities and Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
/s/ Elinor W. Gammon
By:------------------------
Elinor W. Gammon
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