PAINEWEBBER ATLAS GLOBAL GROWTH FUND
Supplement to Prospectus Dated January 1, 1995
The board of trustees of PaineWebber Atlas Fund ("Trust") has approved a
Plan of Reorganization and Termination ("Reorganization") for submission to the
shareholders of its sole series, PaineWebber Atlas Global Growth Fund ("Fund"),
at a special meeting to be held July 21, 1995. If the proposed Reorganization
is approved and implemented, all the Fund's assets will be acquired and its
liabilities assumed by Mitchell Hutchins/Kidder, Peabody Global Equity Fund
("MH/KP Global Equity Fund") in a tax-free reorganization. As a result of the
Reorganization, the two funds' assets would be combined and each Fund
shareholder would, on the closing date of the transaction, receive a number of
full and fractional shares of the corresponding Class of shares of MH/KP Global
Equity Fund having an aggregate value equal to the value of the shareholder's
holdings in the Fund. MH/KP Global Equity Fund is a series of Mitchell
Hutchins/Kidder, Peabody Investment Trust, an open-end management investment
company organized as a Massachusetts business trust. There can be no assurance
that the Fund's shareholders will approve the Reorganization.
In addition, the Trust's board of trustees has approved the submission to
the Fund's shareholders of a proposal to approve a new sub-advisory agreement
with GE Investment Management Incorporated for the Fund.
The meeting of the Fund shareholders to consider the proposed
Reorganization and sub-advisory agreement will be held on July 21, 1995. If the
Reorganization is approved, sales of all Classes of Fund shares will cease on
July 31,1995, so that Fund shares will no longer be available for purchase or
exchange starting on August 1, 1995 through the closing date of the
Reorganization. Redemptions of Fund shares and exchanges of Fund shares for
shares of another PaineWebber or Mitchell Hutchins/Kidder, Peabody mutual fund
("exchange redemptions") may be effected through the closing date of the
Reorganization. Effective June 19, 1995, the $5.00 service fee on exchanges
will be waived on all exchange redemptions.
The following information revises and supplements the information appearing
under the captions "Purchase of Shares" and "Redemption of Shares" in the Fund's
prospectus:
Purchase of Shares--Purchase of Shares Through PaineWebber or Correspondent
Firms. The time by which payment for shares purchased is due at PaineWebber has
changed due to the implementation of "T+3" settlement procedures. Payment is
due on the third Business Day after the order is received in PaineWebber's New
York City offices. A "Business Day" is any day on which the New York Stock
Exchange, Inc. ("NYSE") is open for business.
Redemption of Shares--Redemption of Shares Through PaineWebber or
Correspondent Firms. The time by which redemption proceeds will be paid to the
redeeming shareholder has also changed due to the implementation of "T+3."
Repurchase proceeds will be paid within three Business Days after receipt of the
request. "Business Day" is defined above.
Dated: June 21, 1995
