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Rule 24f-2 NOTICE FOR
PAINEWEBBER ATLAS FUND
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
(1933 Act File No. 2-84397)
1. The fiscal year for which the notice is filed:
September 1, 1994 to August 25, 1995
2. The number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of
1933 other than pursuant to this section, but which remained
unsold at the beginning of such fiscal period:
None
3. The number or amount of securities, if any, registered during
such fiscal period other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal
period:
$66,838,427 representing 4,615,977 shares of
beneficial interest ($0.001 par value)
5. The number or amount of securities sold during such fiscal period
in reliance upon registration pursuant to this section:
$66,838,427 representing 4,615,977 shares of
beneficial interest ($0.001 par value)
6. The calculation of filing fee:
<TABLE>
<CAPTION>
<S> <C>
(a) The total amount of registered shares of beneficial
interest ($0.001 par value) sold including sales
load: $66,838,427
(b) Less the total amount of registered shares of
beneficial interest ($0.001 par value) redeemed or (517,334,016)
repurchased: ------------
(c) Difference (i.e., (a) less (b)): ($450,495,589)
============
(d) Filing fee pursuant to section 6(b) of 1933 Act $0
(Line (c) Amount x 0.00034483): ============
</TABLE>
/s/ Paul Schubert
Paul Schubert
Vice President and Assistant Treasurer
PaineWebber Atlas Fund
Date: October 23, 1995
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KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036-5891
Elinor W. Gammon
(202) 778-9090
October 23, 1995
PaineWebber Atlas Fund
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
PaineWebber Atlas 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 Atlas Global Growth 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 Fund's
fiscal year ended August 25, 1995. On that date, the assets and
liabilities of the Fund's sole series were transferred to Mitchell
Hutchins/Kidder, Peabody Global Equity Fund pursuant to a reorganization,
and the Fund ceased operations.
We have, as counsel, participated in various business and other
matters relating to the Fund, including the reorganization referred to
above. 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 25, 1995, the
registration of which will be made definite by the filing of the Rule 24f-
2 Notice, were legally issued, fully paid and nonassessable.
The Fund is an entity of the type commonly known as a
"Massachusetts Business Trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Fund. The Declaration of Trust states that creditors
of, contractors with, and claimants against the Fund or a series shall
look only to the assets of the Fund for or the appropriate series for
payment. It also requires that notice of such disclaimer be given in each
note, bond, contract, certificate, undertaking or instrument made
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PaineWebber Atlas Fund
October 23, 1995
Page 2
or issued by the officers or the trustees of the Fund on behalf of the
Fund. The Declaration of Trust further provides: (i) for
indemnification from the assets of the appropriate series for all loss and
expense of any shareholder held personally liable for the obligations of
the Fund or any series by virtue of ownership of shares of such series;
and (ii) for the appropriate series to assume the defense of any claim
against the shareholder for any act or obligation of the series. Thus,
the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund or
series would be unable to meet its obligations.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission.
Sincerely yours,
KIRKPATRICK & LOCKHART LLP
By:/s/ Elinor W. Gammon
Elinor W. Gammon
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