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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
PaineWebber America Fund
1285 Avenue of the Americas
New York, NY 10019
2. Name of each series or class of funds for which this notice is filed:
PaineWebber Growth and Income Fund
--Class A, B, C and Y shares
3. Investment Company Act File Number:
811-3502
Securities Act File Number:
2-78626
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
5. Check box if this notice is being filed more than 180 days after the close of the issuer's fiscal
year for purposes of reporting securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
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6. Date of termination of issuer's declaration rule 24f-2(a)(1), if applicable (see Instruction
A.6):
7. Number and amount of securities of the same class or series which had been registered under the
Securities Act of 1933 other than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
16,970,600 shares representing $324,647,582
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8. Number and amount of securities registered during the fiscal year other than pursuant to rule
24f-2:
7,894,288 shares representing $155,397,918
9. Number and aggregate sale price of securities sold during the fiscal year:
8,814,020 shares representing $200,615,827 (including shares issued in connection with dividend
reinvestment plans)
10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
3,062,096 shares representing $73,433,405
11. Number and aggregate sale price of securities issued during the fiscal year in connection with
dividend reinvestment plans, if applicable (see Instruction B.7):
1,634,893 shares representing $35,992,186
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12. Calculation of registration fee:
(i) Aggregate sale price of
securities sold during the
fiscal year in reliance on
rule 24f-2 (from Item 10): $ 73,433,405
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 35,992,186
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 109,425,591
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(iv) Aggregate price of shares
redeemed or repurchased and
previously applied as a
reduction to filing fees
pursuant to rule 24e-2
(if applicable): + 0
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(v) Net aggregate price of
securities sold and issued
during the fiscal year in
reliance on rule 24f-2
[line (i), plus line (ii),
less line (iii), plus line
(iv)] (if applicable): $ 0
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(vi) Multiplier prescribed by
Section 6(b) of the
Securities Act of 1933 or
other applicable law or
regulation (see Instruction
C.6): x 1/33 of 1%
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(vii) Fee due (line (1) or
line (v) multiplied by
line (vi) $ 0
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13. Check box if fees are being remitted to the Commission's lockbox depository as described in
section 3a of the Commission's Rules of Informal and Other Procedures (17 CFR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's lockbox depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the issuer and in the capacities
and on the dates indicated.
By (Signature and Title) /s/ Paul H. Schubert
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Paul H. Schubert
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Vice President & Asst Treasurer
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Date October 28, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036
October 29, 1996
PaineWebber America Fund
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber America Fund ("Fund") is an unincorporated voluntary
association organized under the laws of the Commonwealth of Massachusetts
on October 31, 1986. The Fund consists of one series of shares of
beneficial interest: PaineWebber Growth and Income Fund. We understand
that the Fund is about to file a Rule 24f-2 Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended, for the purpose of
making definite the number of shares which it has registered under the
Securities Act of 1933, as amended, and which were sold during the fiscal
year ended August 31, 1996.
We have, as counsel, participated in various business and other
matters relating to the Fund. We have examined copies, either certified
or otherwise proved to be genuine, of the Declaration of Trust and By-Laws
of the Fund, the minutes of meetings of the trustees and other documents
relating to the organization and operation of the Fund, and we generally
are familiar with its business affairs. Based on the foregoing, it is our
opinion that the shares of the Fund sold during the fiscal year ended
August 31, 1996, the registration of which will be made definite by the
filing of the Rule 24f-2 Notice, were legally issued, fully paid and
nonassessable.
The Fund is an entity of the type commonly known as a
"Massachusetts Business Trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Fund. The Declaration of Trust states that creditors
of, contractors with, and claimants against the Fund or a series shall
look only to the assets of the Fund for or the appropriate series for
payment. It also requires that notice of such disclaimer be given in each
note, bond, contract, certificate, undertaking or instrument made or
issued by the officers or the trustees of the Fund on behalf of the Fund.
The Declaration of Trust further provides: (i) for indemnification from
the assets of the appropriate series for all loss and expense of any
shareholder held personally liable for the obligations of the Fund or any
series by virtue of ownership of shares of such series; and (ii) for the
appropriate series to assume the defense of any claim against the
shareholder for any act or obligation of the series. Thus, the risk of a
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shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Fund or series would be unable to
meet its obligations.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
/s/ Elinor W. Gammon
Elinor W. Gammon
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