<PAGE>
As filed with the Securities and Exchange Commission on September 25, 1996
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. _40_ [__X__]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [__X__]
Amendment No. _38_
(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.
BRUCE W. MCDOUGAL, 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)
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and expects to file the notice required
by such Rule for its most recent fiscal year on or before October 30,
1996.
<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
* Previously filed in Post-Effective Amendment No. 39 to the
Registrant's registration statement, SEC File No. 2-78626, on
April 26, 1996.
<PAGE>
PaineWebber America Fund
------------------------
Class A, B and C Shares
Form N-lA Cross Reference Sheet
<TABLE>
<CAPTION>
Part A Item No.
and Caption Prospectus Caption
--------------- ------------------
<S> <C. <C>
1. Cover Page . . . . . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . . . . . The Funds at a Glance; Expense Table
3. Condensed Financial Information . . . . . . . . . Financial Highlights; Performance
4. General Description of Registrant . . . . . . . . The Funds at a Glance; Investment Objective and
Policies; Investment Philosophy and Process;
The Funds' Investments; General Information
5. Management of the Fund . . . . . . . . . . . . . Management; General Information
6. Capital Stock and Other Securities . . . . . . . Cover Page; Flexible Pricing; Dividends and
Taxes; General Information
7. Purchase of Securities Being Offered . . . . . . Flexible Pricing; How to Buy Shares; Other
Services; Determining the Shares' Net Asset
Value
8. Redemption or Repurchase . . . . . . . . . . . . How to Sell Shares; Other Services
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
<PAGE>
Part B Item No. Statement of Additional
and Caption Information Caption
--------------- -----------------------
14. Management of the Fund . . . . . . . . . . . . . Trustees and Officers; Principal Shareholders
15. Control Persons and Principal Holders of Trustees and Officers; Principal Shareholders
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
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 America Fund
------------------------
Class Y Shares
Form N-lA Cross Reference Sheet
Part A Item No.
and Caption Prospectus Caption
--------------- ------------------
1. Cover Page . . . . . . . . . . . . . . . . . . . Cover Page
2. Synopsis . . . . . . . . . . . . . . . . . . . . The Funds at a Glance; Expense Table
3. Condensed Financial Information . . . . . . . . . Financial Highlights; Performance
4. General Description of Registrant . . . . . . . . The Funds at a Glance; Investment Objectives
and Policies; Investment Philosophy and
Process; The Funds' Investments; General
Information
5. Management of the Fund . . . . . . . . . . . . . Management; General Information
6. Capital Stock and Other Securities . . . . . . . Cover Page; Flexible Pricing; Dividends and
Taxes; General Information
7. Purchase of Securities Being Offered . . . . . . Flexible Pricing; How to Buy Shares; Other
Services; Determining the Shares' Net Asset
Value
8. Redemption or Repurchase . . . . . . . . . . . . How to Sell Shares; Other Services
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; Principal Shareholders
<PAGE>
15. Control Persons and Principal Holders of Trustees and Officers; Principal Shareholders
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 Valuation of Shares
Being Offered . . . . . . . . . . . . . . . . . .
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 (previously 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 November 7, 1995,
Accession No. 0000950130-95-002314:
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
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
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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
23, 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/
(j) Amendment effective November 10, 1995 18/
(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 17/
(d) Distribution Contract with respect to Class Y
shares 17/
(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 17/
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<PAGE>
(h) Exclusive Dealer Agreement with respect to Class
Y shares 17/
(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 Y shares 9/
(c) Opinion and consent of Kirkpatrick & Lockhart LLP
with respect to Class C shares 11/
(11) Other opinions, appraisals, rulings and consents:
Independent Auditor's Consent (previously 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 (previously filed)
(18) Plan pursuant to Rule 18f-3 (filed herewith)
_______________________________
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.
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<PAGE>
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.
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, April 3, 1995
and November 10, 1995, and from Articles II, VII and X of
Registrant's By-Laws, as amended March 19, 1991 and September 28,
1994.
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<PAGE>
16/ Incorporated by reference from Post-Effective Amendment No. 35 to
the registration statement, SEC File No. 2-78626, filed
September 8, 1995.
17/ Incorporated by reference from Post-Effective Amendment No. 38 to
the registration statement, SEC File No. 2-78626, filed
November 15, 1995.
18/ Incorporated by reference from Post-Effective Amendment No. 39 to
the registration statement, SEC File No. 2-78626, filed April 26,
1996.
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 30, 1996
-------------- -----------------
Shares of Beneficial Interest,
par value $0.001 per share
-----------------------------
PaineWebber Growth and Income
Fund
Class A shares 23,050
Class B shares 24,913
Class C shares 4,100
Class Y shares 179
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
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<PAGE>
reasonable belief that his or her action was in the best interest of the
Registrant. Section 2 of "Indemnification" in Article X also provides
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
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<PAGE>
controlling persons against all liabilities arising from any alleged
untrue statement of material fact in the Registration Statement or from
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
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<PAGE>
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
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, as filed 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.
GLOBAL HIGH INCOME DOLLAR FUND INC.
GLOBAL SMALL CAP FUND INC.
INSURED MUNICIPAL INCOME FUND INC.
INVESTMENT GRADE MUNICIPAL INCOME FUND INC.
MANAGED HIGH YIELD FUND INC.
PAINEWEBBER AMERICA FUND
PAINEWEBBER FINANCIAL SERVICES GROWTH FUND INC.
PAINEWEBBER INVESTMENT SERIES
PAINEWEBBER INVESTMENT TRUST
PAINEWEBBER INVESTMENT TRUST II
PAINEWEBBER MANAGED ASSETS TRUST
PAINEWEBBER MANAGED INVESTMENTS TRUST
PAINEWEBBER MASTER SERIES, INC.
PAINEWEBBER MUNICIPAL SERIES
PAINEWEBBER MUTUAL FUND TRUST
PAINEWEBBER OLYMPUS FUND
PAINEWEBBER SECURITIES TRUST
PAINEWEBBER SERIES TRUST
STRATEGIC GLOBAL INCOME FUND, INC.
TRIPLE A AND GOVERNMENT SERIES - 1997, INC.
2002 TARGET TERM TRUST 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, as filed with the Securities and Exchange
Commission (registration number 801-13219). The directors and officers of
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<PAGE>
PaineWebber, their principal business addresses, and their positions and
offices with PaineWebber are identified in its Form ADV, as filed 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 Exclusive
Address Registrant Dealer
------------------- ------------- ------------------------
<S> <C> <C>
Margo N. Alexander President and Trustee President, Chief Executive
1285 Avenue of the Americas Officer and Director of
New York, New York 10019 Mitchell Hutchins; Executive
Vice President and Director of
PaineWebber
Mary C. Farrell Trustee Managing Director, Senior
1285 Avenue of the Americas Investment Strategist and
New York, New York 10019 Member of the Investment
Policy Committee of
PaineWebber
Teresa M. Boyle Vice President First Vice President and
1285 Avenue of the Americas Manager--Advisory Admin-
New York, New York 10019 istration of Mitchell Hutchins
C. William Maher Vice President and Assistant First Vice President and
1285 Avenue of the Americas Treasurer Senior Manager of the Mutual
New York, New York 10019 Fund Finance Division of
Mitchell Hutchins
Ann E. Moran Vice President and Assistant Vice President of Mitchell
1285 Avenue of the Americas Treasurer Hutchins
New York, New York 10019
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
C-9
<PAGE>
Position and
Name and Offices With
Principal Business Position With Underwriter or Exclusive
Address Registrant Dealer
------------------- ------------- ------------------------
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 and
1285 Avenue of the Americas Treasurer Senior Manager of the Mutual
New York, New York 10019 Fund Finance Division of
Mitchell Hutchins
Julian F. Sluyters Vice President and Treasurer Senior Vice President and
1285 Avenue of the Americas Director of the Mutual Fund
New York, New York 10019 Finance Division of Mitchell
Hutchins
Mark A. Tincher Vice President Managing Director and Chief
1285 Avenue of the Americas Investment Officer--U.S.
New York, New York 10019 Equity Investments of Mitchell
Hutchins
Keith A. Weller 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.
C-10
<PAGE>
Item 31. Management Services
-------------------
Not applicable.
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-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it meets
all the requirements for effectiveness of this Post-Effective Amendment to
its Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Post-Effective Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York, on the 20th day of September, 1996.
PAINEWEBBER AMERICA FUND
By: /s/ Dianne E. O'Donnell
-------------------------
Dianne E. O'Donnell
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Margo N. Alexander President and Trustee September 20, 1996
-------------------------- (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman September 20, 1996
-------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Trustee September 20, 1996
--------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Trustee September 20, 1996
--------------------------
Richard R. Burt *
/s/ Mary C. Farrell Trustee September 20, 1996
--------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Trustee September 20, 1996
--------------------------
Meyer Feldberg *
<PAGE>
Signature Title Date
--------- ----- ----
/s/ George W. Gowen Trustee September 20, 1996
--------------------------
George W. Gowen *
/s/ Frederic V. Malek Trustee September 20, 1996
--------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Trustee September 20, 1996
--------------------------
Carl W. Schafer *
/s/ John R. Torell III Trustee September 20, 1996
-------------------------
John R. Torell III *
/s/ Julian F. Sluyters Vice President and Treasurer (Chief September 20, 1996
------------------------- Financial and Accounting Officer)
Julian F. Sluyters
</TABLE>
<PAGE>
SIGNATURES (continued)
* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 21, 1996 and incorporated by reference from
Post-Effective Amendment No. 30 to the registration statement of
PaineWebber Managed Municipal Trust, SEC File No. 2-89016, filed
June 27, 1996.
<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/
(j) Amendment effective November 10, 1995 18/
(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 17/
(d) Distribution Contract with respect to Class Y
shares 17/
(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 17/
(h) Exclusive Dealer Agreement with respect to Class
Y shares 17/
(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 Y shares 9/
<PAGE>
(c) Opinion and consent of Kirkpatrick & Lockhart LLP
with respect to Class C shares 11/
(11) Other opinions, appraisals, rulings and consents:
Independent Auditor's Consent (previously 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 (previously filed)
(18) Plan pursuant to Rule 18f-3 (filed herewith)
_______________________________
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.
<PAGE>
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.
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, April 3, 1995
and November 10, 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.
17/ Incorporated by reference from Post-Effective Amendment No. 38 to
the registration statement, SEC File No. 2-78626, filed
November 15, 1995.
18/ Incorporated by reference from Post-Effective Amendment No. 39 to
the registration statement, SEC File No. 2-78626, filed April 26,
1996.
<PAGE>
<PAGE>
EXHIBIT 18
PAINEWEBBER AMERICA FUND
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
PaineWebber America Fund hereby adopts this amended and restated
Multiple Class Plan pursuant to Rule 18f-3 under the Investment Company
Act of 1940, as amended ("1940 Act") on behalf of its current operating
series, PaineWebber Growth and Income Fund, and any series that may be
established in the future (referred to hereinafter collectively as the
"Funds" and individually as a "Fund").
A. GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED:
-----------------------------------------------
1. Class A Shares. Class A shares of each Fund are sold
to the general public subject to an initial sales charge. The initial
sales charge for each Fund is waived for certain eligible purchasers and
reduced or waived for certain large volume purchases.
The maximum sales charge is 4% of the public offering price for
Class A shares of a Fund that invests primarily in debt securities.
The maximum sales charge is 4.5% of the public offering price for
Class A shares of a Fund that invests primarily in equity securities or a
combination of equity and debt securities.
Class A shares of each Fund are subject to an annual service fee
of .25% of the average daily net assets of the Class A shares of each Fund
paid pursuant to a plan of distribution adopted pursuant to Rule 12b-1
under the 1940 Act.
Class A shares of each Fund will be subject to a contingent
deferred sales charge ("CDSC") on redemptions of shares (i) purchased
without an initial sales charge due to a sales charge waiver for purchases
of $1 million or more and (ii) held less than one year. The Class A CDSC
is equal to 1% of the lower of: (i) the net asset value of the shares at
the time of purchase or (ii) the net asset value of the shares at the time
of redemption. Class A shares of each Fund held one year or longer and
Class A shares of each Fund acquired through reinvestment of dividends or
capital gains distributions on shares otherwise subject to a Class A CDSC
are not subject to the CDSC. The CDSC for Class A shares of each Fund
shall not apply to shares purchased prior to November 10, 1995 and will be
waived under certain circumstances.
2. Class B Shares. Class B shares of each Fund are sold
to the general public subject to a CDSC, but without imposition of an
initial sales charge.
The maximum CDSC for Class B shares of each Fund is equal to 5%
of the lower of: (i) the net asset value of the shares at the time of
<PAGE>
PaineWebber America Fund
Multiple Class Plan
Page 2
purchase or (ii) the net asset value of the shares at the time of
redemption.
Class B shares of each Fund held six years or longer and Class B
shares of each Fund acquired through reinvestment of dividends or capital
gains distributions are not subject to the CDSC.
Class B shares of each Fund are subject to an annual service fee
of .25% of average daily net assets and a distribution fee of .75% of
average daily net assets of the Class B shares of each Fund, each paid
pursuant to a plan of distribution adopted pursuant to Rule 12b-1 under
the 1940 Act.
Class B shares of each Fund convert to Class A shares
approximately six years after issuance at relative net asset value.
3. Class C Shares. Class C shares of each Fund are sold
to the general public without imposition of a sales charge.
Class C shares of a Fund that invests primarily in equity
securities or a combination of equity and debt securities are subject to
an annual service fee of .25% of average daily net assets and a
distribution fee of .75% of average daily net assets of Class C shares of
such Fund, each pursuant to a plan of distribution adopted pursuant to
Rule 12b-1 under the 1940 Act.
Class C shares of a Fund that invests primarily in debt
securities are subject to an annual service fee of .25% of average daily
net assets and a distribution fee of .50% of average daily net assets of
Class C shares of such Fund, each pursuant to a plan of distribution
adopted pursuant to Rule 12b-1 under the 1940 Act.
Class C shares of a Fund that invests primarily in debt
securities will be subject to a CDSC on redemptions of Class C shares held
less than one year equal to .75% of the lower of: (i) the net asset value
of the shares at the time of purchase or (ii) the net asset value of the
shares at the time of redemption; provided that such CDSC shall not apply
to Class C shares purchased prior to November 10, 1995.
Class C shares of a Fund that invests primarily in equity
securities or in a combination of equity and debt securities will be
subject to a CDSC on redemptions of Class C shares held less than one year
equal to 1% of the lower of: (i) the net asset value of the shares at the
time of purchase or (ii) the net asset value of the shares at the time of
redemption; provided that such CDSC shall not apply to Class C shares
purchased prior to November 10, 1995.
Class C shares of each Fund held one year or longer and Class C
shares of each Fund acquired through reinvestment of dividends or capital
<PAGE>
PaineWebber America Fund
Multiple Class Plan
Page 3
gains distributions are not subject to the CDSC. The CDSC for Class C
shares of each Fund will be waived under certain circumstances.
4. Class Y Shares. Class Y shares are sold without
imposition of an initial sales charge or CDSC and are not subject to any
service or distribution fees.
Class Y shares of each Fund are available for purchase only by:
(i) employee benefit and retirement plans, other than individual
retirement accounts and self-employed retirement plans, of Paine Webber
Group Inc. and its affiliates; (ii) certain unit investment trusts
sponsored by PaineWebber Incorporated ("PaineWebber"); (iii) participants
in certain investment programs that are currently, or will in the future
be, sponsored by PaineWebber or its affiliates and that charge a separate
fee for program services, provided that shares are purchased through or in
connection with such programs; (iv) the holders of Class Y shares of any
former Mitchell Hutchins/Kidder Peabody ("MH/KP") mutual fund, provided
that such shares are issued in connection with the reorganization of a
MH/KP mutual fund into that Fund; (v) investors purchasing $10,000,000 or
more at one time in any combination of PaineWebber proprietary funds in
the Flexible Pricing System; (vi) an employee benefit plan qualified under
section 401 (including a salary reduction plan qualified under section
401(k)) or section 403(b) of the Internal Revenue Code (each an "employee
benefit plan"), provided that such employee benefit plan has 5,000 or more
eligible employees; (vii) an employee benefit plan with assets of
$50,000,000 or more; and (viii) any investment company advised by
PaineWebber or its affiliates.
B. EXPENSE ALLOCATIONS OF EACH CLASS:
---------------------------------
Certain expenses may be attributable to a particular Class of
shares of each Fund ("Class Expenses"). Class Expenses are charged
directly to the net assets of the particular Class and, thus, are borne on
a pro rata basis by the outstanding shares of that Class.
In addition to the distribution and service fees described above,
each Class may also pay a different amount of the following other
expenses:
(1) printing and postage expenses related to
preparing and distributing materials
such as shareholder reports,
prospectuses, and proxies to current
shareholders of a specific Class;
(2) Blue Sky registration fees incurred by a specific
Class of shares;
<PAGE>
PaineWebber America Fund
Multiple Class Plan
Page 4
(3) SEC registration fees incurred by a specific
Class of shares;
(4) expenses of administrative personnel and services
required to support the shareholders of a
specific Class of shares;
(5) Trustees' fees incurred as a result of issues
relating to a specific Class of shares;
(6) litigation expenses or other legal expenses
relating to a specific Class of shares; and
(7) transfer agent fees identified as being
attributable to a specific Class.
C. EXCHANGE PRIVILEGES:
-------------------
Class A, Class B and Class C shares of each Fund may be exchanged
for shares of the corresponding Class of other PaineWebber mutual funds
and MH/KP mutual funds, or may be acquired through an exchange of shares
of the corresponding Class of those funds. Class Y shares of the Funds
are not exchangeable.
These exchange privileges may be modified or terminated by a
Fund, and exchanges may only be made into funds that are legally
registered for sale in the investor's state of residence.
D. CLASS DESIGNATION:
-----------------
Subject to approval by the Board of Trustees of PaineWebber
America Fund, a Fund may alter the nomenclature for the designations of
one or more of its classes of shares.
E. ADDITIONAL INFORMATION:
----------------------
This Multiple Class Plan is qualified by and subject to the terms
of the then current prospectus for the applicable Classes; provided,
however, that none of the terms set forth in any such prospectus shall be
inconsistent with the terms of the Classes contained in this Plan. The
prospectus for each Fund contains additional information about the Classes
and each Fund's multiple class structure.
<PAGE>
PaineWebber America Fund
Multiple Class Plan
Page 5
F. DATE OF EFFECTIVENESS:
---------------------
This Multiple Class Plan is effective as of the date hereof,
provided that this Plan shall not become effective with respect to any
Fund unless such action has first been approved by the vote of a majority
of the Board and by vote of a majority of those trustees of the Fund who
are not interested persons of PaineWebber America Fund.
July 24, 1996
<PAGE>
