<PAGE>
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
SUPPLEMENT TO PROSPECTUS DATED JANUARY 1, 1995
The following amends the information appearing under the caption "Management" on
page 19 of the Prospectus:
GE Investment Management Incorporated ("GEIM") now serves as sub-adviser
for PaineWebber Atlas Global Growth Fund ("Fund") pursuant to an interim sub-
advisory agreement ("Interim Agreement") between Mitchell Hutchins Asset
Management Inc. ("Mitchell Hutchins") and GEIM that was approved by the board of
trustees of PaineWebber Atlas Fund ("Trust"). Under the Interim Agreement, GEIM
makes and implements all investment decisions with respect to the Fund's
portfolio. Under its existing Investment Advisory and Administration Contract
with respect to the Fund, Mitchell Hutchins supervises the activities of GEIM
with respect to the Fund and continues to supervise all other aspects of the
Fund's operations. Mitchell Hutchins (not the Fund) pays GEIM for its services
under the Interim Agreement at the annual rate of 0.31% of the Fund's average
daily net assets up to $500 million, 0.29% of the Fund's average daily net
assets in excess of $500 million to $1 billion and 0.265% of the Fund's average
daily net assets in excess of $1 billion. The Fund had approximately $362
million in net assets as of February 28, 1995. The Interim Agreement will
continue in effect for the shorter of 120 days from March 23, 1995 (the date of
the Interim Agreement) or the date that a new sub-advisory contract is approved
by the Fund's shareholders.
GEIM is located at 3003 Summer Street, P.O. Box 7900, Stamford
Connecticut 06904 and is a wholly owned subsidiary of General Electric Company.
GEIM is a registered investment adviser, and its principal officers and
directors serve in similar capacities with respect to General Electric
Investment Corporation ("GEIC"), also a registered investment adviser and a
wholly owned subsidiary of General Electric Company. GEIM and GEIC together
provide investment management services to various institutional accounts with
total assets of approximately $45.8 billion as of February 28, 1995.
The Trust's board of trustees expects to call a special meeting of the
shareholders of the Fund prior to the termination of the Interim Agreement.
The following replaces the fifth paragraph appearing under the caption
"Management" on page 19:
Effective March 23, 1995, Ralph R. Layman became the individual
primarily responsible for the day-to-day management of the Fund's portfolio. Mr.
Layman is an executive vice president and a senior investment manager of GEIM
and GEIC. From 1989 to 1991, Mr. Layman served as executive vice president,
partner and portfolio manager of Northern Capital Management Co. and, prior
thereto, served as vice president and portfolio manager of Templeton Investment
Counsel.
Dated: March 23, 1995
<PAGE>
-----------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
1285 Avenue of the Americas, New York, New York 10019
Prospectus -- January 1, 1995
- --------------------------------------------------------------------------------
The Fund is a series of PaineWebber Atlas Fund ("Trust"). This Prospectus
concisely sets forth information about the Fund a prospective investor should
know before investing. Please retain this Prospectus for future reference. A
Statement of Additional Information dated January 1, 1995 (which is
incorporated by reference herein) has been filed with the Securities and
Exchange Commission. The Statement of Additional Information can be obtained
without charge, and further inquiries can be made, by contacting the Fund, your
PaineWebber investment executive or PaineWebber's correspondent firms or by
calling toll-free 1-800-647-1568.
. Professional Management
. Portfolio Diversification
. Dividend and Capital Gain Reinvestment
. Flexible Pricingsm
. Low Minimum Investment
. Automatic Investment Plan
. Systematic Withdrawal Plan
. Exchange Privileges
. Suitable For Retirement Plans
------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE WISCONSIN INVESTORS SHOULD NOTE THAT THE FUND MAY INVEST UP TO
10% OF ITS NET ASSETS IN RESTRICTED SECURITIES (OTHER THAN RULE 144A
SECURITIES DETERMINED TO BE LIQUID BY THE TRUST'S BOARD OF TRUSTEES).
INVESTMENT IN RESTRICTED SECURITIES (OTHER THAN SUCH RULE 144A
SECURITIES) IN EXCESS OF 5% OF THE FUND'S TOTAL ASSETS MAY BE
CONSIDERED A SPECULATIVE ACTIVITY AND MAY RESULT IN
GREATER RISK AND INCREASED FUND EXPENSES.
------------
Prospectus Page 1
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary......................................................... 3
Financial Highlights....................................................... 6
Flexible Pricing System.................................................... 7
Investment Objective and Policies.......................................... 9
Purchases.................................................................. 12
Exchanges.................................................................. 14
Redemptions................................................................ 15
Conversion of Class B Shares............................................... 16
Other Services and Information............................................. 17
Dividends and Taxes........................................................ 18
Valuation of Shares........................................................ 19
Management................................................................. 19
Performance Information.................................................... 21
General Information........................................................ 21
Appendix................................................................... 23
</TABLE>
-------------
Prospectus Page 2
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
See the body of the Prospectus for more information on the topics discussed in
this summary.
The Fund: PaineWebber Atlas Global Growth Fund ("Fund") is a di-
versified series of an open-end management investment
company.
Investment Objective Long-term capital appreciation; invests primarily in
and Policies: common stocks of issuers based in the United States,
Europe, Japan and the Pacific Basin.
Total Net Assets: $444.7 million at November 30, 1994.
Investment Adviser Mitchell Hutchins Asset Management Inc. ("Mitchell
and Administrator: Hutchins"), an asset management subsidiary of
PaineWebber Incorporated ("PaineWebber"), manages ap-
proximately $35.3 billion in assets. See "Management."
Purchases: Shares of beneficial interest are available exclu-
sively through PaineWebber and its correspondent firms
for investors who are clients of PaineWebber or those
firms ("PaineWebber clients") and, for other invest-
ors, through PFPC Inc., the Fund's transfer agent
("Transfer Agent").
Flexible Pricing Investors may select Class A, Class B or Class D
System: shares, each with a public offering price that re-
flects different sales charges and expense levels. See
"Flexible Pricing System," "Purchases," "Redemptions"
and "Conversion of Class B Shares."
Class A Shares Offered at net asset value plus any applicable sales
charge (maximum is 4.5% of public offering price).
Class B Shares Offered at net asset value (a maximum contingent de-
ferred sales charge of 5% of redemption proceeds is
imposed on certain redemptions made within six years
of date of purchase). Class B shares automatically
convert into Class A shares (which pay lower ongoing
expenses) approximately six years after purchase.
Class D Shares Offered at net asset value without an initial or con-
tingent deferred sales charge. Class D shares pay
higher ongoing expenses than Class A shares and do not
convert into another Class.
Exchanges: Shares may be exchanged for shares of the correspond-
ing Class of most PaineWebber mutual funds.
Redemptions: PaineWebber clients may redeem through PaineWebber;
other shareholders must redeem through the Transfer
Agent.
Dividends: Declared and paid annually; net capital gain also is
distributed annually. See "Dividends and Taxes."
Reinvestment: All dividends and capital gain distributions are paid
in Fund shares of the same Class at net asset value
unless the shareholder has requested cash.
Minimum Purchase: $1,000 for the first purchase; $100 for subsequent
purchases.
-------------
Prospectus Page 3
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
PROSPECTUS SUMMARY
(Continued)
- --------------------------------------------------------------------------------
Other Features:
Class A Shares Automatic investment plan Quantity discounts on initial
Systematic withdrawal plan sales charge
Rights of accumulation 365-day reinstatement privilege
Class B Shares Automatic investment plan Systematic withdrawal plan
Class D Shares Automatic investment plan Systematic withdrawal plan
------------------
WHO SHOULD INVEST. The Fund invests primarily in common stocks of issuers based
in the United States, Europe, Japan and the Pacific Basin. The Fund has the
flexibility to commit its assets to the country or countries that Mitchell
Hutchins believes offer the greatest potential for appreciation. While the Fund
is not intended to provide a complete or balanced investment program, it can
serve as one component of an investor's long-term program to accumulate assets
for retirement, college tuition or other major goals.
RISK FACTORS. There can be no assurance that the Fund will achieve its
investment objective, and the Fund's net asset value will fluctuate based upon
changes in the value of its portfolio securities. Investing in foreign
securities involves special risks, including possible adverse political and
economic developments abroad, differences between foreign and U.S. regulatory
systems and differing characteristics of foreign and U.S. securities and
currency markets. There is often less information publicly available about
foreign issuers. Most of the foreign securities held by the Fund are
denominated in foreign currencies, and the value of these investments thus can
be adversely affected by fluctuations in foreign currency values. Some foreign
currencies can be volatile and may be subject to governmental controls or
intervention. Certain investment grade debt securities in which the Fund may
invest have speculative characteristics. The Fund is permitted to purchase high
yield, high risk debt securities rated lower than investment grade by Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P") or
comparably rated by another nationally recognized statistical rating
organization ("NRSRO"), which may be subject to greater risks of default and
price fluctuation than investment grade securities and are considered
predominantly speculative. The use of options, futures contracts and forward
currency contracts also entails special risks.
EXPENSES OF INVESTING IN THE FUND. The following tables are intended to assist
investors in understanding the expenses associated with investing in the Fund.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
------- ------- -------
<S> <C> <C> <C>
Shareholder Transaction Expenses(1)
Maximum sales charge on purchases of shares (as a
percentage of public offering price)................. 4.5% None None
Sales charge on reinvested dividends.................. None None None
Exchange fee.......................................... $5.00 $5.00 $5.00
Maximum contingent deferred sales charge (as a
percentage of redemption proceeds)................... None 5% None
Annual Fund Operating Expenses(2)
(as a percentage of average net assets)
Management fees....................................... 0.75% 0.75% 0.75%
12b-1 fees(3)......................................... 0.20 1.00 1.00
Other expenses........................................ 0.44 0.44 0.45
----- ----- -----
Total operating expenses.............................. 1.39% 2.19% 2.20%
===== ===== =====
</TABLE>
-------------
Prospectus Page 4
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
PROSPECTUS SUMMARY
(Continued)
- --------------------------------------------------------------------------------
Example of Effect of Fund Expenses
An investor would directly or indirectly pay the following expenses on a $1,000
investment in the Fund, assuming a 5% annual return:
<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Class A Shares(4).................... $59 $87 $118 $204
Class B Shares:
Assuming a complete redemption at
end of period(5)(6)............... $72 $99 $137 $214
Assuming no redemption(6).......... $22 $69 $117 $214
Class D Shares....................... $22 $69 $118 $253
</TABLE>
This Example assumes that all dividends and other distributions are reinvested
and that the percentage amounts listed under Annual Fund Operating Expenses
remain the same in the years shown. The above tables and the assumption in the
Example of a 5% annual return are required by regulations of the Securities and
Exchange Commission ("SEC") applicable to all mutual funds; the assumed 5%
annual return is not a prediction of, and does not represent, the projected or
actual performance of any Class of the Fund's shares.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND THE FUND'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.
The actual expenses attributable to each Class of the Fund's shares will depend
upon, among other things, the level of average net assets and the extent to
which the Fund incurs variable expenses, such as transfer agency costs.
- -------
(1) Sales charge waivers are available for Class A and Class B shares, reduced
sales charge purchase plans are available for Class A shares and exchange
fee waivers are available for all three Classes. The maximum 5% contingent
deferred sales charge on Class B shares applies to redemptions during the
first year after purchase; the charge generally declines by 1% annually
thereafter, reaching zero after six years. See "Purchases."
(2) See "Management" for additional information. The management fee payable to
Mitchell Hutchins is greater than the management fee paid by most funds.
All expenses are those actually incurred for the fiscal year ended August
31, 1994.
(3) 12b-1 fees have two components, as follows:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
------- ------- -------
<S> <C> <C> <C>
12b-1 service fees.................................. 0.20% 0.25% 0.25%
12b-1 distribution fees............................. 0.00 0.75 0.75
</TABLE>
12b-1 distribution fees are asset-based sales charges. Long-term Class B and
Class D shareholders may pay more in direct and indirect sales charges
(including distribution fees) than the economic equivalent of the maximum
front-end sales charge permitted by the National Association of Securities
Dealers, Inc. The 12b-1 service fees for Class A shares reflect a blended
annual rate of the Fund's average daily net assets of 0.25% and 0.15%
representing shares sold on or after December 2, 1988 and shares sold prior
to that date, respectively.
(4) Assumes deduction at the time of purchase of the maximum 4.5% initial sales
charge.
(5) Assumes deduction at the time of redemption of the maximum applicable
contingent deferred sales charge.
(6) Ten-year figures assume conversion of Class B shares to Class A shares at
end of sixth year.
-------------
Prospectus Page 5
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The tables below provide selected per share data and ratios for one Class A
share, one Class B share and one Class D share of the Fund for each of the
periods shown. This information is supplemented by the financial statements and
accompanying notes appearing in the Fund's Annual Report to Shareholders for
the fiscal year ended August 31, 1994, which are incorporated by reference into
the Statement of Additional Information. The financial statements and notes, as
well as the information in the tables appearing below insofar as it relates to
the five years in the period ended August 31, 1994, have been audited by Ernst
& Young LLP, independent auditors, whose report thereon is included in the
Annual Report to Shareholders. Further information about the performance of the
Fund is also included in the Annual Report to Shareholders, which may be
obtained without charge. The information appearing below for periods prior to
the year ended August 31, 1990 also has been audited by Ernst & Young LLP,
whose reports thereon were unqualified.
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED AUGUST 31,
--------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 15.57 $ 12.72 $ 13.62 $ 14.88 $ 16.02 $ 13.52 $ 22.21 $ 19.31 $ 11.26 $ 8.60
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Income (loss) from in-
vestment operations:
Net investment income.. 0.02 0.08 0.09 0.32 0.33 0.18 0.14 0.13 0.10 0.13
Net realized and
unrealized gains
(losses) from invest-
ment transactions..... 1.47 2.77 (0.79) (0.13) 0.31 3.24 (4.86) 5.90 8.06 2.71
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Total income (loss) from
investment operations.. 1.49 2.85 (0.70) 0.19 0.64 3.42 (4.72) 6.03 8.16 2.84
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Less dividends and
distributions:
Dividends from net
investment income..... (0.05) -- (0.20) (0.45) (0.71) (0.44) (0.19) (0.09) (0.11) (0.18)
Distributions from net
realized gains on
investments and
foreign currency
transactions.......... (0.68) -- -- (1.00) (1.07) (0.48) (3.78) (3.04) -- --
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Total dividends and
distributions......... (0.73) -- (0.20) (1.45) (1.78) (0.92) (3.97) (3.13) (0.11) (0.18)
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------
Net asset value, end of
period................. $ 16.33 $ 15.57 $ 12.72 $ 13.62 $ 14.88 $ 16.02 $ 13.52 $ 22.21 $ 19.31 $ 11.26
======== ======== ======== ======== ======== ======== ======== ======== ======== =======
Total Return(1)......... 9.34% 22.41% (5.25)% 1.46% 3.95% 27.46% (20.23)% 39.42% 72.95% 33.94%
======== ======== ======== ======== ======== ======== ======== ======== ======== =======
Ratios/Supplemental
data:
Net assets, end of
period (000's)........ $213,413 $164,378 $148,453 $208,161 $218,033 $196,044 $192,675 $364,869 $240,979 $88,798
Ratio of expenses to
average net assets**.. 1.39% 1.48% 1.72% 1.58% 1.49% 1.46% 1.32% 1.21% 1.32% 1.22%
Ratio of net investment
income (loss) to
average net assets**.. 0.11% 0.48% 0.44% 2.33% 2.21% 1.35% 1.21% 0.72% 0.73% 1.23%
Portfolio turnover..... 176.16% 258.05% 80.14% 47.34% 64.78% 95.06% 67.10% 81.58% 95.33% 128.74%
</TABLE>
- -------
** During certain periods presented above, PaineWebber/Mitchell Hutchins waived
fees or reimbursed the Fund for portions of its operating expenses. If such
waivers or reimbursements had not been made for the Class A shares, the
annualized ratio of expenses to average net assets and the annualized ratio
of net investment income to average net assets would have been 1.50% and
1.31%, respectively, for the year ended August 31, 1989, and 1.47% and
0.98%, respectively, for the year ended August 31, 1985. For all other years
presented, there were no fee waivers or expense reimbursements.
(1) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends and capital gain dis-
tributions at net asset value on the payable date, and a sale at net asset
value on the last day of each period reported. The figures do not include
sales charges; net results for Class A shares would be lower if sales
charges were included.
-------------
Prospectus Page 6
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
FINANCIAL HIGHLIGHTS
(Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CLASS B CLASS D
---------------------------------------- -----------------------------
FOR THE FOR THE
PERIOD FOR THE YEARS PERIOD
FOR THE YEARS ENDED JULY 1, ENDED JULY 2,
AUGUST 31, 1991+ TO AUGUST 31, 1992+ TO
--------------------------- AUGUST 31, ----------------- AUGUST 31,
1994 1993 1992 1991 1994 1993 1992
-------- ------- ------- ---------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 15.36 $ 12.64 $ 13.61 $13.09 $ 15.44 $ 12.70 $13.51
-------- ------- ------- ------ ------- ------- ------
Income (loss) from
investment operations:
Net investment income
(loss)................ (0.06) 0.09 0.00# (0.01) (0.09) 0.01 (0.02)
Net realized and
unrealized gains
(losses) from
investment
transactions.......... 1.40 2.63 (0.80) 0.53 1.44 2.73 (0.79)
-------- ------- ------- ------ ------- ------- ------
Total income (loss)
from investment
operations............ 1.34 2.72 (0.80) 0.52 1.35 2.74 (0.81)
-------- ------- ------- ------ ------- ------- ------
Less dividends and
distributions:
Dividends from net
investment income..... (0.01) -- (0.17) -- (0.01) -- --
Distributions from net
realized gains on
investments and
foreign currency
transactions.......... (0.68) -- -- -- (0.68) -- --
-------- ------- ------- ------ ------- ------- ------
Total dividends and
distributions......... (0.69) -- (0.17) -- (0.69) -- --
-------- ------- ------- ------ ------- ------- ------
Net asset value, end of
period................. $16.01 $ 15.36 $ 12.64 $13.61 $ 16.10 $ 15.44 $12.70
======== ======= ======= ====== ======= ======= ======
Total return(1)......... 8.48% 21.52% (6.00)% (0.51)% 8.54% 21.57% (6.00)%
======== ======= ======= ====== ======= ======= ======
Ratios/Supplemental data:
Net assets, end of
period (000's)........ $166,039 $61,231 $13,239 $3,164 $77,136 $31,952 $ 487
Ratio of expenses to
average net assets.... 2.19% 2.13% 2.47% 2.51%* 2.20% 1.90% 2.62%*
Ratio of net investment
income (loss) to
average net assets.... (0.65)% (0.20)% (0.07)% (0.58)%* (0.68)% 0.04% (1.18)%*
Portfolio turnover..... 176.16% 258.05% 80.14% 47.34% 176.16% 258.05% 80.14%
</TABLE>
- -------
* Annualized.
+ Commencement of offering of shares.
# Based on average number of shares outstanding at each month end.
(1) Total return is calculated assuming a $1,000 investment on the first day of
each period reported, reinvestment of all dividends and capital gain dis-
tributions at net asset value on the payable date, and a sale at net asset
value on the last day of each period reported. The figures do not include
sales charges; results for Class B shares would be lower if sales charges
were included. Total return information for periods less than one year are
not annualized.
- --------------------------------------------------------------------------------
FLEXIBLE PRICING SYSTEM
- --------------------------------------------------------------------------------
DIFFERENCES AMONG THE CLASSES
The primary distinctions among the Classes of the Fund's shares lie in their
initial and contingent deferred sales charge structures and in their ongoing
expenses, including asset-based sales charges in the form of distribution fees.
These differences are summarized in the table below. Each Class has distinct
advantages and disadvantages for different investors, and investors may choose
the Class that best suits their circumstances and objectives.
<TABLE>
<CAPTION>
ANNUAL 12B-1 FEES
(AS A % OF AVERAGE DAILY
SALES CHARGE NET ASSETS) OTHER INFORMATION
----------------------- ------------------------ ----------------------
<C> <S> <C> <C>
Class A Maximum initial sales Service fee of up Initial sales charge
charge of 4.5% of the to 0.25% waived or reduced for
public offering price certain purchases
Class B Maximum contingent de- Service fee of 0.25%; Shares convert to
ferred sales charge of distribution fee of Class A shares
5% of redemption pro- 0.75% approximately six
ceeds; declines to zero years after issuance
after six years
Class D None Service fee of 0.25%; --
distribution fee of
0.75%
</TABLE>
-------------
Prospectus Page 7
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
FACTORS TO CONSIDER IN CHOOSING A CLASS OF SHARES
In deciding which Class of shares to purchase, investors should consider the
cost of sales charges together with the cost of the ongoing annual expenses
described below, as well as any other relevant facts and circumstances.
SALES CHARGES. Class A shares are sold at net asset value plus an initial sales
charge of up to 4.5% of the public offering price. Because of this initial
sales charge, not all of a Class A shareholder's purchase price is invested in
the Fund. Class B shares are sold with no initial sales charge, but a
contingent deferred sales charge of up to 5% of the redemption proceeds applies
to redemptions made within six years of purchase. Class D shareholders pay no
initial or contingent deferred sales charges. Thus, the entire amount of a
Class B or Class D shareholder's purchase price is immediately invested in the
Fund.
WAIVERS AND REDUCTIONS OF CLASS A SALES CHARGES. Class A share purchases over
$50,000 and Class A share purchases made under the Fund's reduced sales charge
plan may be made at a reduced sales charge. In considering the combined cost of
sales charges and ongoing annual expenses, investors should take into account
any reduced sales charges on Class A shares for which they may be eligible.
The entire initial sales charge on Class A shares is waived for certain
eligible purchasers. Because Class A shares bear lower ongoing annual expenses
than Class B shares or Class D shares, investors eligible for complete waivers
should purchase Class A shares.
ONGOING ANNUAL EXPENSES. All three Classes of Fund shares pay an annual 12b-1
service fee of up to 0.25% of average daily net assets. Class B and Class D
shares pay an annual 12b-1 distribution fee of 0.75% of average daily net
assets. Annual 12b-1 distribution fees are a form of asset-based sales charge.
An investor should consider both ongoing annual expenses and initial or
contingent deferred sales charges in estimating the costs of investing in the
respective Classes of Fund shares over various time periods.
For example, assuming a constant net asset value, the cumulative distribution
fees on the Fund's Class B or Class D shares and the 4.5% maximum initial sales
charge on the Fund's Class A shares would all be approximately equal if the
shares were held for six years. Because Class B shares convert to Class A
shares (which do not bear the expense of ongoing distribution fees)
approximately six years after purchase, an investor expecting to hold Fund
shares for longer than six years would generally pay lower cumulative expenses
by purchasing Class A or Class B shares than by purchasing Class D shares. An
investor expecting to hold Fund shares for less than six years would generally
pay lower cumulative expenses by purchasing Class D shares than by purchasing
Class A shares and, due to the contingent deferred sales charges that would
become payable on redemption of Class B shares, such an investor would
generally pay lower cumulative expenses by purchasing Class D shares than Class
B shares.
The foregoing examples do not reflect, among other variables, the cost or
benefit of bearing sales charges or distribution fees at the time of purchase,
upon redemption or over time, nor can they reflect fluctuations in the net
asset value of Fund shares, which will affect the actual amount of expenses
paid. Expenses borne by Classes may differ slightly because of the allocation
of other Class-specific expenses. The "Example of Effect of Fund Expenses"
under "Prospectus Summary" shows for each Fund the cumulative expenses an
investor would pay over time on a hypothetical investment in each Class of Fund
shares, assuming an annual return of 5%.
OTHER INFORMATION
PaineWebber investment executives may receive different levels of compensation
for selling one particular Class of Fund shares rather than another. Investors
should understand that distribution fees and initial and contingent deferred
sales charges all are intended to compensate Mitchell Hutchins for distribution
services.
See "Purchases," "Redemptions" and "Management" for a more complete description
of the initial and contingent sales charges, service fees and distribution fees
for the three Classes of shares of the Fund. See also "Conversion of Class B
Shares," "Dividends and Taxes," "Valuation of Shares" and "General Information"
for other differences among the three Classes.
-------------
Prospectus Page 8
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------
The Fund's investment objective is to provide long-term capital appreciation.
The Fund seeks to achieve this objective by investing primarily in common
stocks of issuers based in the United States, Europe, Japan and the Pacific
Basin.
Normally, at least 80% of the Fund's assets is invested in common stocks and
securities convertible into common stocks. In managing the Fund's portfolio,
Mitchell Hutchins seeks to identify those companies, both in the United States
and abroad, likely to benefit from long-term trends and shifting trade patterns
as they develop in the global economy. The Fund's investment policies are
designed to enable it to capitalize on unique investment opportunities
presented throughout the world and in international financial markets
influenced by the increasing interdependency of economic cycles and currency
exchange rates.
For example, according to Morgan Stanley Capital International, as of November
30, 1994 approximately 63% of the world's equity securities were denominated in
a currency other than the U.S. dollar. Over the past ten years, certain foreign
equity markets have provided higher investment returns than the U.S. equity
market. These returns reflect interest rates and other market conditions
prevailing in those countries, particularly gains and losses in the denominated
currencies. Year-to-year fluctuations in certain markets have been significant,
and returns for various markets have sometimes been negative. Mitchell Hutchins
believes that, over time, investing in a combination of U.S. and foreign equity
securities is less risky than investing solely in foreign securities and
provides more opportunities for high total return than investing solely in U.S.
securities.
The Fund may invest up to 20% of its assets in non-convertible debt securities
of both domestic and foreign issuers, as well as in obligations issued or
guaranteed by the U.S. or foreign governments, their agencies or
instrumentalities. The Fund will not invest more than 5% of its assets in debt
securities rated lower than investment grade. See "Other Investment Policies
and Risk Factors--Debt Securities."
There can be no assurance that the Fund will achieve its investment objective.
The Fund's net asset value fluctuates based upon changes in the value of its
portfolio securities. The Fund's investment objective and certain investment
limitations as described in the Statement of Additional Information are
fundamental policies that may not be changed without shareholder approval. All
other investment policies may be changed by the Trust's board of trustees
without shareholder approval.
OTHER INVESTMENT POLICIES AND RISK FACTORS
FOREIGN SECURITIES. The Fund's substantial foreign investments involve special
risks, including possible expropriation, confiscatory taxation, withholding
taxes on dividends and interest, limits on the use or transfer of Fund assets,
political or social instability and diplomatic developments. Foreign economies
may differ favorably or unfavorably from the U.S. economy in various respects,
and many foreign securities are less liquid and their prices more volatile than
comparable U.S. securities. Although the Fund generally invests only in
securities traded on recognized exchanges or in over-the-counter markets,
foreign securities at times may be difficult to liquidate rapidly without
adverse price effects. Legal remedies for defaults and disputes may have to be
pursued in foreign courts, whose procedures differ substantially from those of
U.S. courts.
Because foreign securities ordinarily are denominated in currencies other than
the U.S. dollar (as are some securities of U.S. issuers), changes in foreign
currency exchange rates will affect the Fund's net asset value, the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and capital gain, if any, to be
distributed to shareholders by the Fund. If the
-------------
Prospectus Page 9
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
value of a foreign currency rises against the U.S. dollar, the value of the
Fund's assets denominated in that currency will increase; correspondingly, if
the value of a foreign currency declines against the U.S. dollar, the value of
the Fund's assets denominated in that currency will decrease. The exchange
rates between the U.S. dollar and other currencies are determined by supply and
demand in the currency exchange markets, international balances of payments,
speculation and other economic and political conditions. In addition, some
foreign currency values may be volatile and there is the possibility of
governmental controls on currency exchange or governmental intervention in the
currency markets. Foreign security trading practices, including those involving
securities settlement where Fund assets may be released prior to receipt of
payment, may expose the Fund to increased risk in the event of a failed trade
or the insolvency of a foreign broker-dealer. Any of these factors could
adversely affect the Fund.
The costs attributable to foreign investing that the Fund must bear frequently
are higher than those attributable to domestic investing. For example, the
costs of maintaining custody of securities in foreign countries exceed
custodian costs related to domestic securities.
DEBT SECURITIES. The Fund is permitted to purchase investment grade corporate
debt securities. Securities rated BBB by S&P, Baa by Moody's or comparably
rated by another NRSRO are investment grade but Moody's considers securities
rated Baa to have speculative characteristics. Changes in economic conditions
or other circumstances are more likely to lead to a weakened capacity for such
securities to make principal and interest payments than is the case for higher-
rated debt securities. The Fund is also permitted to invest up to 5% of its
total assets in debt securities rated as low as B+ by S&P, B1 by Moody's or
comparably rated by another NRSRO. These securities are deemed by those NRSROs
to be predominantly speculative with respect to the issuer's capacity to pay
interest and repay principal and may involve major risk exposure to adverse
conditions. Such securities are commonly referred to as "junk bonds." The Fund
is also permitted to purchase debt securities that are not rated by S&P,
Moody's or another NRSRO but that Mitchell Hutchins determines to be of
comparable quality to that of rated securities in which the Fund may invest.
Such securities are included in the computation of any percentage limitations
applicable to the comparable rated securities. See the Statement of Additional
Information for more information about S&P and Moody's ratings.
Ratings of debt securities represent the NRSROs' opinions regarding their
quality, are not a guarantee of quality and may be reduced after the Fund has
acquired the security. Mitchell Hutchins will consider such an event in
determining whether the Fund should continue to hold the security but is not
required to dispose of it. Credit ratings attempt to evaluate the safety of
principal and interest payments and do not reflect an assessment of the
volatility of the security's market value or the liquidity of an investment in
the security. Also, NRSROs may fail to make timely changes in credit ratings in
response to subsequent events, so that an issuer's current financial condition
may be better or worse than the rating indicates.
U.S. government securities in which the Fund may invest include direct
obligations of the U.S. Treasury as well as obligations of U.S. government
agencies and instrumentalities backed by the U.S. Treasury or primarily or
solely by the credit of the issuer.
HEDGING STRATEGIES. The Fund may attempt to reduce the overall risk of its
investments (hedge) by using options (both exchange-traded and OTC), futures
contracts and forward currency contracts. The Fund's ability to use these
instruments may be limited by market conditions, regulatory limits and tax
considerations. The Appendix to this Prospectus describes the hedging
instruments the Fund may use. The Statement of Additional Information contains
further information on these strategies.
The Fund may enter into forward currency contracts, buy or sell foreign
currency futures contracts, write (sell) covered put and call options or buy
put and call options on foreign currencies, securities in which it may invest
and stock indices. In addition, the Fund may buy and sell foreign currency,
stock index and interest rate futures contracts and may write covered put and
call options or buy put and call options on such futures contracts. The Fund
may enter into
-------------
Prospectus Page 10
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
options and futures contracts that approximate (but do not exceed) the full
value of its portfolio.
The Fund may enter into forward currency contracts for the purchase or sale of
a specified currency at a specified future date with respect to specific
transactions or with respect to portfolio positions. For example, when Mitchell
Hutchins anticipates making a currency exchange transaction in connection with
the purchase or sale of a security, the Fund may enter into a forward contract
in order to set the exchange rate at which the transaction will be made. The
Fund also may enter into a forward contract to sell an amount of a foreign
currency approximating the value of some or all of its securities denominated
in such currency. The Fund may use forward contracts in one currency or a
basket of currencies to hedge against fluctuations in the value of another
currency when Mitchell Hutchins anticipates there will be a correlation between
the two and may use forward currency contracts to shift the Fund's exposure to
foreign currency fluctuations from one country to another. The purpose of
entering into these contracts is to minimize the risk to the Fund from adverse
changes in the relationship between the U.S. dollar and foreign currencies.
The Fund might not employ any of the strategies described above, and there can
be no assurance that any strategy used will succeed. If Mitchell Hutchins
incorrectly forecasts interest rates, market values or other economic factors
in utilizing a hedging strategy for the Fund, the Fund would be in a better
position had it not hedged at all. The use of these strategies involves certain
special risks, including (1) the fact that skills needed to use hedging
instruments are different from those needed to select the Fund's securities,
(2) possible imperfect correlation, or even no correlation, between price
movements of hedging instruments and price movements of the investments being
hedged, (3) the fact that, while hedging strategies can reduce the risk of
loss, they can also reduce the opportunity for gain, or even result in losses,
by offsetting favorable price movements in hedged investments and (4) the
possible inability of the Fund to purchase or sell a portfolio security at a
time that otherwise would be favorable for it to do so, or the possible need
for the Fund to sell a portfolio security at a disadvantageous time, due to the
need for the Fund to maintain "cover" or to segregate securities in connection
with hedging transactions and the possible inability of the Fund to close out
or to liquidate its hedged position.
New financial products and risk management techniques continue to be developed.
The Fund may use these instruments and techniques to the extent consistent with
its investment objective and regulatory and federal tax considerations.
ILLIQUID SECURITIES. The Fund may invest up to 10% of its net assets in
illiquid securities, including certain cover for OTC options and securities
whose disposition is restricted under the federal securities laws (other than
"Rule 144A securities" Mitchell Hutchins has determined to be liquid under
procedures approved by the Trust's trustees). Rule 144A establishes a "safe
harbor" from the registration requirements of the Securities Act of 1933 ("1933
Act"). Institutional markets for restricted securities have developed as a
result of Rule 144A, providing both readily ascertainable values for restricted
securities and the ability to liquidate an investment to satisfy share
redemption orders. An insufficient number of qualified institutional buyers
interested in purchasing Rule 144A-eligible restricted securities held by the
Fund, however, could affect adversely the marketability of such portfolio
securities and the Fund might be unable to dispose of such securities promptly
or at favorable prices.
PORTFOLIO TURNOVER. The Fund's portfolio turnover rate may vary greatly from
year to year and will not be a limiting factor when Mitchell Hutchins deems
portfolio changes appropriate. A higher turnover rate (100% or more) will
involve correspondingly greater transaction costs, which will be borne directly
by the Fund, and may increase the potential for short-term capital gains.
OTHER INFORMATION. When Mitchell Hutchins believes unusual circumstances
warrant a defensive posture, the Fund temporarily may commit all or a portion
of its assets to cash or money market instruments, including repurchase
agreements, foreign currencies and money market instruments issued by U.S. or
foreign issuers. The Fund may also engage in short sales of securities "against
the box" to defer realization of gains or losses for tax or other purposes. The
Fund may borrow money for temporary purposes, but not in excess of 10% of its
total assets.
-------------
Prospectus Page 11
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
- --------------------------------------------------------------------------------
PURCHASES
- --------------------------------------------------------------------------------
GENERAL. Class A shares of the Fund are sold to investors subject to an initial
sales charge. Class B shares of the Fund are sold without an initial sales
charge but are subject to higher ongoing expenses than Class A shares and a
contingent deferred sales charge payable upon certain redemptions. Class B
shares automatically convert to Class A shares approximately six years after
issuance. Class D shares are sold without an initial or a contingent deferred
sales charge but are subject to higher ongoing expenses than Class A shares and
do not convert into another Class. See "Flexible Pricing System" and
"Conversion of Class B Shares."
Shares of the Fund are available through PaineWebber and its correspondent
firms or, for shareholders who are not PaineWebber clients, through the
Transfer Agent. Investors may contact a local PaineWebber office to open an
account. The minimum initial investment for the Fund is $1,000, and the minimum
for additional purchases is $100. These minimums may be waived or reduced for
investments by employees of PaineWebber or its affiliates, certain pension
plans and retirement accounts and participants in the Fund's automatic
investment plan. Purchase orders will be priced at the net asset value per
share next determined (see "Valuation of Shares") after the order is received
by PaineWebber's New York City offices or by the Transfer Agent, plus any
applicable sales charge for Class A shares. The Fund and Mitchell Hutchins
reserve the right to reject any purchase order and to suspend the offering of
Fund shares for a period of time.
When placing purchase orders, investors should specify whether the order is for
Class A, Class B or Class D shares. All share purchase orders that fail to
specify a Class will automatically be invested in Class A shares.
PURCHASES THROUGH PAINEWEBBER OR CORRESPONDENT FIRMS. Purchases through
PaineWebber investment executives or correspondent firms may be made in person
or by mail, telephone or wire; the minimum wire purchase is $1 million.
Investment executives and correspondent firms are responsible for transmitting
purchase orders to PaineWebber's New York City offices promptly. Investors may
pay for purchases with checks drawn on U.S. banks or with funds held in
brokerage accounts at PaineWebber or its correspondent firms. Payment is due on
the fifth Business Day after the order is received at PaineWebber's New York
City offices. A "Business Day" is any day, Monday through Friday, on which the
New York Stock Exchange, Inc. ("NYSE") is open for business.
PURCHASES THROUGH THE TRANSFER AGENT. Investors who are not PaineWebber clients
may purchase shares of the Fund through the Transfer Agent. Shares of the Fund
may be purchased, and an account with the Fund established, by completing and
signing the purchase application at the end of this Prospectus and mailing it,
together with a check to cover the purchase, to the Transfer Agent: PFPC Inc.,
Attn: PaineWebber Mutual Funds, P.O. Box 8950, Wilmington, Delaware 19899.
Subsequent investments need not be accompanied by an application.
INITIAL SALES CHARGE--CLASS A SHARES. The public offering price of Class A
shares is the next determined net asset value, plus any applicable sales
charge, which will vary with the size of the purchase as shown in the following
table:
INITIAL SALES CHARGE SCHEDULE-- CLASS A SHARES
<TABLE>
<CAPTION>
SALES CHARGE
AS A DISCOUNT TO
PERCENTAGE OF SELECTED
--------------------------------- DEALERS
NET AMOUNT AS A
INVESTED PERCENTAGE
AMOUNT OF OFFERING (NET ASSET OF OFFERING
PURCHASE PRICE VALUE) PRICE
- --------------------- -------- ---------- -----------
<S> <C> <C> <C>
Less than $50,000 4.50% 4.71% 4.25%
$50,000 to $99,999 4.00 4.17 3.75
$100,000 to $249,999 3.50 3.63 3.25
$250,000 to $499,999 2.50 2.56 2.25
$500,000 to $999,999 1.75 1.78 1.50
$1,000,000 and over(1) None None 1.00
</TABLE>
- -------
(1) Mitchell Hutchins pays compensation to PaineWebber out of its own
resources.
Mitchell Hutchins may at times agree to reallow a higher discount to
PaineWebber, as exclusive dealer for the Fund's shares, than those shown above.
To the extent PaineWebber or any dealer
-------------
Prospectus Page 12
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
receives 90% or more of the sales charge, it may be deemed an "underwriter"
under the 1933 Act.
SALES CHARGE WAIVERS--CLASS A SHARES. Class A shares of the Fund are available
without a sales charge through exchanges for Class A shares of most other
PaineWebber mutual funds. See "Exchanges." In addition, Class A shares may be
purchased without a sales charge, and exchanges of any Class of shares made
without the $5.00 exchange fee, by employees, directors and officers of
PaineWebber or its affiliates, directors or trustees and officers of any
PaineWebber funds, their spouses, parents and children and advisory clients of
Mitchell Hutchins.
Class A shares also may be purchased without a sales charge if the purchase is
made through a PaineWebber investment executive who formerly was employed as a
broker with another firm registered as a broker-dealer with the SEC, provided
(1) the purchaser was the investment executive's client at the competing
brokerage firm, (2) within 90 days of the purchase of Class A shares the
purchaser redeemed shares of one or more mutual funds for which that competing
firm or its affiliates was principal underwriter, provided the purchaser either
paid a sales charge to invest in those funds, paid a contingent deferred sales
charge upon redemption or held shares of those funds for the period required
not to pay the otherwise applicable contingent deferred sales charge and (3)
the total amount of shares of all PaineWebber funds purchased under this sales
charge waiver does not exceed the amount of the purchaser's redemption proceeds
from the competing firm's funds. To take advantage of this waiver, an investor
must provide satisfactory evidence that all the above-noted conditions are met.
Qualifying investors should contact their PaineWebber investment executives for
more information.
Certificate holders of unit investment trusts ("UITs") sponsored by PaineWebber
may acquire Class A shares of the Fund without regard to minimum investment
requirements and without sales charges by electing to have dividends and other
distributions from their UIT investment automatically invested in Class A
shares.
REDUCED SALES CHARGE PLANS--CLASS A SHARES. If an investor or eligible group of
related Fund investors purchases Class A shares of the Fund concurrently with
Class A shares of other PaineWebber mutual funds, the purchases may be combined
to take advantage of the reduced sales charge applicable to larger purchases.
In addition, the right of accumulation permits the Fund investor or eligible
group of related Fund investors to pay the lower sales charge applicable to
larger purchases by basing the sales charge on the dollar amount of Class A
shares currently being purchased, plus the net asset value of the investor's or
group's total existing Class A shareholdings in other PaineWebber mutual funds.
An "eligible group of related Fund investors" includes an individual, the
individual's spouse, parents and children, the individual's individual
retirement account ("IRA"), certain companies controlled by the individual and
employee benefit plans of those companies, and trusts or Uniform Gifts to
Minors Act/Uniform Transfers to Minors Act accounts created by the individual
or eligible group of individuals for the benefit of the individual and/or the
individual's spouse, parents or children. The term also includes a group of
related employers and one or more qualified retirement plans of such employers.
For more information, an investor should consult the Statement of Additional
Information or contact a PaineWebber investment executive or correspondent firm
or the Transfer Agent.
CONTINGENT DEFERRED SALES CHARGE--CLASS B SHARES. The public offering price of
the Class B shares of the Fund is the next determined net asset value, and no
initial sales charge is imposed. A contingent deferred sales charge, however,
is imposed upon certain redemptions of Class B shares.
Class B shares that are redeemed will not be subject to a contingent deferred
sales charge to the extent that the value of such shares represents (1) capital
appreciation of Fund assets, (2) reinvestment of dividends or capital gain
distributions or (3) shares redeemed more than six years after their purchase.
Otherwise, redemption of Class B shares will be subject to a contingent
deferred sales charge. The amount of any applicable contingent deferred sales
charge will be calculated by multiplying the net asset value of such shares at
the time of redemption by the applicable percentage shown in the table below:
-------------
Prospectus Page 13
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
<TABLE>
<CAPTION>
CONTINGENT
DEFERRED
SALES CHARGE AS A
PERCENTAGE OF
REDEMPTION NET ASSET VALUE
DURING AT REDEMPTION
---------- -----------------
<S> <C>
1st Year Since Purchase...................................... 5%
2nd Year Since Purchase...................................... 4
3rd Year Since Purchase...................................... 3
4th Year Since Purchase...................................... 2
5th Year Since Purchase...................................... 2
6th Year Since Purchase...................................... 1
7th Year Since Purchase...................................... None
</TABLE>
In determining the applicability and rate of any contingent deferred sales
charge, it will be assumed that a redemption is made first of Class B shares
representing capital appreciation, next of shares representing the reinvestment
of dividends and capital gain distributions and finally of other shares held by
the shareholder for the longest period of time. The holding period of Class B
shares acquired through an exchange with another PaineWebber mutual fund will
be calculated from the date that the Class B shares were initially acquired in
one of the other PaineWebber funds, and Class B shares being redeemed will be
considered to represent, as applicable, capital appreciation or dividend and
capital gain distribution reinvestments in such other funds. This will result
in any contingent deferred sales charge being imposed at the lowest possible
rate. For federal income tax purposes, the amount of the contingent deferred
sales charge will reduce the gain or increase the loss, as the case may be, on
the amount realized on redemption. The amount of any contingent deferred sales
charge will be paid to Mitchell Hutchins.
SALES CHARGE WAIVERS--CLASS B SHARES. The contingent deferred sales charge will
be waived for exchanges, as described below, and for redemptions in connection
with the Fund's systematic withdrawal plan. In addition, the contingent
deferred sales charge will be waived for a total or partial redemption made
within one year of the death of the shareholder. The contingent deferred sales
charge waiver is available where the decedent is either the sole shareholder or
owns the shares with his or her spouse as a joint tenant with right of
survivorship. This waiver applies only to redemption of shares held at the time
of death. The contingent deferred sales charge will also be waived in
connection with a lump-sum or other distribution in the case of an IRA, a self-
employed individual retirement plan (so-called "Keogh Plan") or a custodial
account under Section 403(b) of the Internal Revenue Code following attainment
of age 59 1/2; a total or partial redemption resulting from any distribution
following retirement in the case of a tax-qualified retirement plan; and a
redemption resulting from a tax-free return of an excess contribution to an
IRA.
Contingent deferred sales charge waivers will be granted subject to
confirmation (by PaineWebber in the case of shareholders who are PaineWebber
clients or by the Transfer Agent in the case of all other shareholders) of the
shareholder's status or holdings, as the case may be.
PURCHASE OF CLASS D SHARES. The public offering price of the Class D shares of
the Fund is the next determined net asset value. No initial or contingent
deferred sales charge is imposed.
- --------------------------------------------------------------------------------
EXCHANGES
- --------------------------------------------------------------------------------
Shares of the Fund may be exchanged for shares of the corresponding Class of
other PaineWebber mutual funds, or may be acquired through an exchange of
shares of the corresponding Class of those funds. No initial sales charge is
imposed on the shares being acquired, and no contingent deferred sales charge
is imposed on the shares being disposed of, through an exchange. However,
contingent deferred sales charges may apply to redemptions of Class B shares
acquired through an exchange. A $5.00 exchange fee is charged for each
exchange, and exchanges may be subject to minimum investment requirements of
the fund into which exchanges are made.
The other PaineWebber funds with which Fund shares may be exchanged include:
-------------
Prospectus Page 14
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
PAINEWEBBER INCOME FUNDS
. Global Income Fund
. High Income Fund
. Investment Grade Income Fund
. Short-Term U.S. Government Income Fund
. Short-Term U.S. Government Income Fund for Credit Unions
. Strategic Income Fund
. U.S. Government Income Fund
PAINEWEBBER TAX-FREE INCOME FUNDS
. California Tax-Free Income Fund
. Municipal High Income Fund
. National Tax-Free Income Fund
. New York Tax-Free Income Fund
PAINEWEBBER GROWTH FUNDS
. Blue Chip Growth Fund
. Capital Appreciation Fund
. Communications & Technology Growth Fund
. Europe Growth Fund
. Growth Fund
. Regional Financial Growth Fund
. Small Cap Value Fund
PAINEWEBBER GROWTH AND INCOME FUNDS
. Asset Allocation Fund
. Dividend Growth Fund
. Global Energy Fund
. Global Growth and Income Fund
. Utility Income Fund
PAINEWEBBER MONEY MARKET FUND
PaineWebber clients must place exchange orders through their PaineWebber
investment executives or correspondent firms unless the shares to be exchanged
are held in certificate form. Shareholders who are not PaineWebber clients or
who hold their shares in certificate form must place exchange orders in writing
with the Transfer Agent: PFPC Inc., Attn: PaineWebber Mutual Funds, P.O. Box
8950, Wilmington, Delaware 19899. All exchanges will be effected based on the
relative net asset values per share next determined after the exchange order is
received at PaineWebber's New York City offices or by the Transfer Agent. See
"Valuation of Shares." Shares of the Fund purchased through PaineWebber or its
correspondent firms may be exchanged only after the settlement date has passed
and payment for such shares has been made.
OTHER EXCHANGE INFORMATION. This exchange privilege may be modified or
terminated at any time, upon at least 60 days' notice when such notice is
required by SEC rules. See the Statement of Additional Information for further
details. This exchange privilege is available only in those jurisdictions where
the sale of the PaineWebber fund shares to be acquired may be legally made.
Before making any exchange, shareholders should contact their PaineWebber
investment executives or correspondent firms or the Transfer Agent to obtain
more information and prospectuses of the PaineWebber funds to be acquired
through the exchange.
- --------------------------------------------------------------------------------
REDEMPTIONS
- --------------------------------------------------------------------------------
As described below, Fund shares may be redeemed at their net asset value
(subject to any applicable contingent deferred sales charge) and redemption
proceeds will be paid within seven days of the receipt of a redemption request.
PaineWebber clients may redeem non-certificated shares through PaineWebber or
its correspondent firms; all other shareholders must redeem through the
Transfer Agent. If a redeeming shareholder owns shares of more than one Class,
the shares will be redeemed in the following order unless the shareholder
specifically requests otherwise: Class D shares, then Class A shares, and
finally Class B shares.
REDEMPTION THROUGH PAINEWEBBER OR CORRESPONDENT FIRMS. PaineWebber clients may
submit redemption requests to their investment executives or correspondent
firms in person or by telephone, mail or wire. As the Fund's agent, PaineWebber
may honor a redemption request by repurchasing Fund shares from a redeeming
shareholder at the shares' net asset value next determined after receipt of the
request by PaineWebber's New York City offices. Within seven days, repurchase
proceeds (less any applicable contingent deferred sales charge) will be paid by
check or credited to the shareholder's brokerage account at the election of the
-------------
Prospectus Page 15
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
shareholder. PaineWebber investment executives and correspondent firms are
responsible for promptly forwarding redemption requests to PaineWebber's New
York City offices.
PaineWebber reserves the right not to honor any redemption request, in which
case PaineWebber promptly will forward the request to the Transfer Agent for
treatment as described below.
REDEMPTION THROUGH THE TRANSFER AGENT. Fund shareholders who are not
PaineWebber clients or who wish to redeem certificated shares must redeem their
shares through the Transfer Agent by mail; other shareholders also may redeem
Fund shares through the Transfer Agent. Shareholders should mail redemption
requests directly to the Transfer Agent: PFPC Inc., Attn: PaineWebber Mutual
Funds, P.O. Box 8950, Wilmington, Delaware 19899. A redemption request will be
executed at the net asset value next computed after it is received in "good
order." "Good order" means that the request must be accompanied by the
following: (1) a letter of instruction or a stock assignment specifying the
number of shares or amount of investment to be redeemed (or that all shares
credited to the Fund account be redeemed), signed by all registered owners of
the shares in the exact names in which they are registered, (2) a guarantee of
the signature of each registered owner by an eligible institution acceptable to
the Transfer Agent and in accordance with SEC rules, such as a commercial bank,
trust company or member of a recognized stock exchange, (3) other supporting
legal documents for estates, trusts, guardianships, custodianships,
partnerships and corporations and (4) duly endorsed share certificates, if any.
Shareholders are responsible for ensuring that a request for redemption is
received in "good order."
ADDITIONAL INFORMATION ON REDEMPTIONS. A shareholder who holds non-certificated
Fund shares may have redemption proceeds of $1 million or more wired to the
shareholder's PaineWebber brokerage account or a commercial bank account
designated by the shareholder. Questions about this option, or redemption
requirements generally, should be referred to the shareholder's PaineWebber
investment executive or correspondent firm, or to the Transfer Agent if the
shares are not held in a PaineWebber brokerage account. If a shareholder
requests redemption of shares which were purchased recently, the Fund may delay
payment until it is assured that good payment has been received. In the case of
purchases by check, this can take up to 15 days.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, it reserves the right to redeem all Fund shares in any shareholder
account of less than $500 net asset value. If the Fund elects to do so, it will
notify the shareholder and provide the shareholder the opportunity to increase
the amount invested to $500 or more within 60 days of the notice. The Fund will
not redeem accounts that fall below $500 solely as a result of a reduction in
net asset value per share.
Shareholders who have redeemed Class A shares may reinstate their Fund account
without a sales charge up to the dollar amount redeemed by purchasing Class A
shares of the Fund within 365 days after the redemption. To take advantage of
this reinstatement privilege, shareholders must notify their PaineWebber
investment executive or correspondent firm at the time the privilege is
exercised.
- --------------------------------------------------------------------------------
CONVERSION OF CLASS B SHARES
- --------------------------------------------------------------------------------
A shareholder's Class B shares will automatically convert to Class A shares of
the Fund approximately six years after the date of issuance, together with a
pro rata portion of all Class B shares representing dividends and other
distributions paid in additional Class B shares. The Class B shares so
converted will no longer be subject to the higher expenses borne by Class B
shares. The conversion will be effected at the relative net asset values per
share of the two Classes on the first Business Day of the month in which the
sixth anniversary of the issuance of the Class B shares occurs. See "Valuation
of Shares." If a shareholder effects one or more exchanges among Class B shares
of the PaineWebber mutual funds during the six-year period, the holding periods
for the shares so exchanged will be counted toward the six-year period.
-------------
Prospectus Page 16
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
- --------------------------------------------------------------------------------
OTHER SERVICES AND INFORMATION
- --------------------------------------------------------------------------------
Investors interested in the services described below should consult their
PaineWebber investment executives or correspondent firms or call the Transfer
Agent toll-free at 1-800-647-1568.
AUTOMATIC INVESTMENT PLAN. Shareholders may purchase shares of the Fund through
an automatic investment plan, under which an amount specified by the
shareholder of $50 or more each month will be sent to the Transfer Agent from
the shareholder's bank for investment in the Fund. In addition to providing a
convenient and disciplined manner of investing, participation in the automatic
investment plan enables the investor to use the technique of "dollar cost
averaging." When under the plan a shareholder invests the same dollar amount
each month, the shareholder will purchase more shares when the Fund's net asset
value per share is low and fewer shares when the net asset value per share is
high. Using this technique, a shareholder's average purchase price per share
over any given period will be lower than if the shareholder purchased a fixed
number of shares on a monthly basis during the period.
SYSTEMATIC WITHDRAWAL PLAN. Shareholders who own non-certificated Class A or
Class D shares of the Fund with a value of $5,000 or more or Class B shares of
the Fund with a value of $20,000 or more may have PaineWebber redeem a portion
of their shares monthly, quarterly or semi-annually under the systematic
withdrawal plan. No contingent deferred sales charge will be imposed on such
withdrawals for Class B shares. The minimum amount for all withdrawals of Class
A or Class D shares is $100, and minimum monthly, quarterly and semi-annual
withdrawal amounts for Class B shares are $200, $400 and $600, respectively.
Quarterly withdrawals are made in March, June, September and December, and
semi-annual withdrawals are made in June and December. A Class B shareholder of
the Fund may not withdraw an amount exceeding 12% annually of his or her
"Initial Account Balance," a term that means the value of the Fund account at
the time the shareholder elects to participate in the systematic withdrawal
plan. A Class B shareholder's participation in the systematic withdrawal plan
will terminate automatically if the Initial Account Balance (plus the net asset
value on the date of purchase of Fund shares acquired after the election to
participate in the systematic withdrawal plan), less aggregate redemptions made
other than pursuant to the systematic withdrawal plan, is less than $20,000.
Shareholders who receive dividends or other distributions in cash may not
participate in the systematic withdrawal plan. Purchases of additional shares
of the Fund concurrent with withdrawals are ordinarily disadvantageous to
shareholders because of tax liabilities and, for Class A shares, sales charges.
INDIVIDUAL RETIREMENT ACCOUNTS. Shares of the Fund may be purchased through
IRAs available through the Fund. In addition, a Self-Directed IRA is available
through PaineWebber under which investments may be made in the Fund as well as
in other investments available through PaineWebber. Investors considering
establishing an IRA should review applicable tax laws and should consult their
tax advisers.
TRANSFER OF ACCOUNTS. If a shareholder holding shares of the Fund in a
PaineWebber brokerage account transfers his brokerage account to another firm,
the Fund shares will be transferred to an account with the Transfer Agent.
However, if the other firm has entered into a selected dealer agreement with
Mitchell Hutchins relating to the Fund, the shareholder may be able to hold
Fund shares in an account with the other firm.
-------------
Prospectus Page 17
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
- --------------------------------------------------------------------------------
DIVIDENDS AND TAXES
- --------------------------------------------------------------------------------
DIVIDENDS. The Fund pays an annual dividend from its net investment income and
net short-term capital gain, if any. The Fund distributes any net realized gain
from foreign currency transactions with such dividend. The Fund also
distributes annually substantially all of its net capital gain (the excess of
net long-term capital gain over net short-term capital loss). The Fund may make
additional distributions if necessary to avoid a 4% excise tax on certain
undistributed income and capital gain. Dividends and other distributions paid
on each Class of shares of the Fund are calculated at the same time and in the
same manner. Dividends on Class B and Class D shares of the Fund are expected
to be lower than those for its Class A shares because of the higher expenses
resulting from distribution fees borne by the Class B and Class D shares.
Dividends on each Class also might be affected differently by the allocation of
other Class-specific expenses. See "Valuation of Shares."
The Fund's dividends and capital gain distributions are paid in additional Fund
shares of the same Class at net asset value unless the shareholder has
requested cash payments. Shareholders who wish to receive dividends and/or
capital gain distributions in cash, either mailed to the shareholder by check
or credited to the shareholder's PaineWebber account, should contact their
PaineWebber investment executives or correspondent firms or complete the
appropriate section of the application form.
TAXES. The Fund intends to continue to qualify for treatment as a regulated
investment company under the Internal Revenue Code so that it will be relieved
of federal income tax on that part of its investment company taxable income
(consisting generally of net investment income, net short-term capital gain and
net gains from certain foreign currency transactions) and net capital gain that
is distributed to its shareholders.
Dividends from the Fund's investment company taxable income (whether paid in
cash or in additional shares) generally are taxable to shareholders as ordinary
income. Distributions of the Fund's net capital gain (whether paid in cash or
in additional shares) are taxable to shareholders as long-term capital gain,
regardless of how long they have held their Fund shares. Shareholders not
subject to tax on their income generally will not be required to pay tax on
amounts distributed to them.
The Fund notifies its shareholders following the end of each calendar year of
the amounts of dividends and capital gain distributions paid (or deemed paid)
and the share of any foreign taxes paid by the Fund that year and of any
portion of those dividends that qualifies for the corporate dividends-received
deduction.
The Fund is required to withhold 31% of all dividends, capital gain
distributions and redemption proceeds payable to any individuals and certain
other noncorporate shareholders who do not provide the Fund with a correct
taxpayer identification number. Withholding at that rate from dividends and
capital gain distributions is also required for those shareholders who
otherwise are subject to backup withholding.
A redemption of Fund shares may result in taxable gain or loss to the redeeming
shareholder, depending upon whether the redemption proceeds payable to the
shareholder are more or less than the shareholder's adjusted basis for the
redeemed shares (which normally includes any initial sales charge paid on Class
A shares). An exchange of Fund shares for shares of another PaineWebber fund
generally will have similar tax consequences. However, special tax rules apply
when a shareholder (1) disposes of Class A shares through a redemption or
exchange within 90 days of purchase and (2) subsequently acquires Class A
shares of a PaineWebber fund without paying a sales charge due to the 365-day
reinstatement privilege or the exchange privilege. In these cases, any gain on
the disposition of the original Class A shares would be increased, or loss
decreased, by the amount of the sales charge paid when those shares were
acquired, and that amount will increase the basis of the PaineWebber fund
shares subsequently acquired. In addition, if Fund shares are purchased within
30 days before or after redeeming other Fund shares (regardless of Class) at a
loss, all or a portion of that loss will not be deductible and will increase
the basis of the newly purchased shares.
-------------
Prospectus Page 18
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
No gain or loss will be recognized to a shareholder as a result of a conversion
of Class B shares into Class A shares.
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Fund and its shareholders; see the
Statement of Additional Information for a further discussion. There may be
other federal, state or local tax considerations applicable to a particular
investor. Prospective shareholders are therefore urged to consult their tax
advisers.
- --------------------------------------------------------------------------------
VALUATION OF SHARES
- --------------------------------------------------------------------------------
The net asset value of the Fund's shares fluctuates and is determined
separately for each Class as of the close of regular trading on the NYSE
(currently 4:00 p.m., eastern time) each Business Day. The Fund's net asset
value per share is determined by dividing the value of the securities held by
the Fund plus any cash or other assets minus all liabilities by the total
number of Fund shares outstanding.
The Fund values its assets based on their current market value when market
quotations are readily available. If such value cannot be established, assets
are valued at fair value as determined in good faith by or under the direction
of the Trust's board of trustees. The amortized cost method of valuation
generally is used to value debt obligations with 60 days or less remaining to
maturity, unless the board of trustees determines that this does not represent
fair value. Investments denominated in foreign currencies are valued daily in
U.S. dollars based on the then-prevailing exchange rate.
- --------------------------------------------------------------------------------
MANAGEMENT
- --------------------------------------------------------------------------------
The Trust's board of trustees, as part of its overall management
responsibility, oversees various organizations responsible for the Fund's day-
to-day management. Mitchell Hutchins, investment adviser and administrator of
the Fund, makes and implements all investment decisions and supervises all
aspects of the Fund's operations. Brokerage transactions for the Fund may be
conducted through PaineWebber or its affiliates in accordance with procedures
adopted by the Trust's board of trustees.
Mitchell Hutchins receives a monthly fee for these services at the annual rate
of 0.75% of average daily net assets of the Fund. The advisory fees for the
Fund are higher than those paid by most investment companies to their advisers,
but Mitchell Hutchins believes the fees are comparable to the advisory fees
paid by other funds with similar investment objectives and policies.
The Fund also pays PaineWebber an annual fee of $4.00 per active shareholder
account held at PaineWebber for certain services not provided by the Transfer
Agent. The Fund incurs other expenses and, for the fiscal year ended August 31,
1994, the Fund's total expenses for its Class A, Class B and Class D shares,
stated as a percentage of net assets, were 1.39%, 2.19% and 2.20%,
respectively.
Mitchell Hutchins is located at 1285 Avenue of the Americas, New York, New York
10019. It is a wholly owned subsidiary of PaineWebber, which is in turn wholly
owned by PaineWebber Group Inc., a publicly owned financial services holding
company. At November 30, 1994, Mitchell Hutchins was adviser or subadviser of
29 investment companies with 55 separate portfolios and aggregate assets of
approximately $23 billion.
Frank Jennings has been primarily responsible for the day-to-day portfolio
management of the Fund
-------------
Prospectus Page 19
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
since December 1992. Mr. Jennings is a vice president of the Trust and a
managing director of global equities for Mitchell Hutchins. Prior to December
1992, Mr. Jennings served as managing director of Global Investments of AIG
Global Investors.
Other members of Mitchell Hutchins' international and domestic equities and
fixed income groups provide input on market outlook, interest rate forecasts
and other considerations pertaining to global and domestic equity and fixed
income investments.
DISTRIBUTION ARRANGEMENTS. Mitchell Hutchins is the distributor of the Fund's
shares and has appointed PaineWebber as the exclusive dealer for the sale of
those shares. Under separate plans of distribution pertaining to the Class A
shares, the Class B shares and Class D shares ("Class A Plan," "Class B Plan"
and "Class D Plan," collectively, "Plans"), the Fund pays Mitchell Hutchins
monthly service fees at the annual rate of up to 0.25% of the average daily net
assets of each Class of shares and monthly distribution fees at the annual rate
of 0.75% of the average daily net assets of the Class B and Class D shares.
Under all three Plans, Mitchell Hutchins uses the service fees primarily to pay
PaineWebber for shareholder servicing, currently at the annual rate of up to
0.25% of the aggregate investment amounts maintained in the Fund by PaineWebber
clients. PaineWebber passes on a portion of these fees to its investment
executives to compensate them for shareholder servicing that they perform and
retains the remainder to offset its own expenses in servicing and maintaining
shareholder accounts. These expenses may include costs of the PaineWebber
branch office in which the investment executive is based, such as rent,
communications equipment, employee salaries and other overhead costs.
Mitchell Hutchins uses the distribution fees under the Class B and Class D
Plans to offset the commissions it pays to PaineWebber for selling the Fund's
Class B and Class D shares. PaineWebber passes on to its investment executives
a portion of these commissions and retains the remainder to offset its expenses
in selling Class B and Class D shares. These expenses may include the branch
office costs noted above. In addition, Mitchell Hutchins uses the distribution
fees under the Class B and Class D Plans to offset the Fund's marketing costs
attributable to such Classes, such as preparation of sales literature,
advertising and printing and distributing prospectuses and other shareholder
materials to prospective investors. Mitchell Hutchins also may use the
distribution fees to pay additional compensation to PaineWebber and other costs
allocated to Mitchell Hutchins' and PaineWebber's distribution activities,
including employee salaries, bonuses and other overhead expenses.
Mitchell Hutchins expects that, from time to time, PaineWebber will pay
shareholder servicing fees and sales commissions to its investment executives
at the time of sale of Class D shares of the Fund. If PaineWebber makes such
payments, it will retain the service and distribution fees on Class D shares
until it has been reimbursed and thereafter will pass a portion of the service
and distribution fees on Class D shares on to its investment executives.
Mitchell Hutchins receives the proceeds of the initial sales charge paid upon
the purchase of Class A shares and the contingent deferred sales charge paid
upon certain redemptions of Class B shares, and may use these proceeds for any
of the distribution expenses described above. See "Purchases."
During the period they are in effect, the Plans and related distribution
contracts pertaining to each Class of shares ("Distribution Contracts")
obligate the Fund to pay service and distribution fees to Mitchell Hutchins as
compensation for its service and distribution activities, not as reimbursement
for specific expenses incurred. Thus, even if Mitchell Hutchins' expenses
exceed its service or distribution fees for the Fund, it will not be obligated
to pay more than those fees and, if Mitchell Hutchins' expenses are less than
such fees, it will retain its full fees and realize a profit. The Fund will pay
the service and distribution fees to Mitchell Hutchins until either the
applicable Plan or Distribution Contract is terminated or not renewed. In that
event, Mitchell Hutchins' expenses in excess of service and distribution fees
received or accrued through the termination date will be Mitchell Hutchins'
sole responsibility and not obligations of the Fund. In their annual
consideration of the continuation the Plans, the trustees will review the Plan
and Mitchell Hutchins' corresponding expenses for each Class separately from
the Plans and corresponding expenses for the other two Classes.
-------------
Prospectus Page 20
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
- --------------------------------------------------------------------------------
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
The Fund performs a standardized computation of annualized total return and may
show this return in advertisements or promotional materials. Standardized
return shows the change in value of an investment in the Fund as a steady
compound annual rate of return. Actual year-by-year returns fluctuate and may
be higher or lower than standardized return. Standardized return for the Class
A shares of the Fund reflects deduction of the Fund's maximum initial sales
charge at the time of purchase, and standardized return for the Class B shares
of the Fund reflects deduction of the applicable contingent deferred sales
charge imposed on a redemption of shares held for the period. One-, five-and
ten-year periods will be shown, unless the Class has been in existence for a
shorter period. Total return calculations assume reinvestment of dividends and
other distributions.
The Fund may use other total return presentations in conjunction with
standardized return. These may cover the same or different periods as those
used for standardized return and may include cumulative returns, average annual
rates, actual year-by-year rates or any combination thereof. Non-standardized
return does not reflect initial or contingent deferred sales charges and would
be lower if such charges were included.
The Fund will include performance data for all three Classes of Fund shares in
any advertisements or promotional materials including Fund performance data.
Total return information reflects past performance and does not necessarily
indicate future results. Investment return and principal values will fluctuate,
and proceeds upon redemption may be more or less than a shareholder's cost.
- --------------------------------------------------------------------------------
GENERAL INFORMATION
- --------------------------------------------------------------------------------
ORGANIZATION. PaineWebber Atlas Fund is registered with the SEC as an open-end
management investment company and was organized as a business trust under the
laws of the Commonwealth of Massachusetts by Declaration of Trust dated October
31, 1986. The trustees have authority to issue an unlimited number of shares of
beneficial interest of separate series, par value $.001 per share.
The shares of beneficial interest of the Fund are divided into four Classes,
designated Class A shares, Class B shares, Class C shares and Class D shares.
Each Class represents interests in the same assets of the Fund. The Classes
differ as follows: (1) each Class of shares has exclusive voting rights on mat-
ters pertaining to its plan of distribution, (2) Class A shares are subject to
an initial sales charge, (3) Class B shares bear ongoing distribution fees, are
subject to a contingent deferred sales charge upon certain redemptions and will
automatically convert to Class A shares approximately six years after issuance,
(4) Class D shares are subject to neither an initial nor a contingent deferred
sales charge, bear ongoing distribution fees and do not convert into another
Class, (5) Class C shares, which may be offered only to a limited class of in-
stitutional investors, are subject to neither an initial or contingent deferred
sales charge nor ongoing service or distribution fees, and (6) each Class may
bear differing amounts of certain Class-specific expenses. The board of trust-
ees of the Trust does not anticipate that there will be any conflicts among the
interests of the holders of each Class of Fund shares. On an ongoing basis, the
board of trustees will consider whether any such conflict exists and, if so,
take appropriate action.
The Trust does not hold annual shareholder meetings. There normally will be no
meetings of shareholders to elect trustees unless fewer than a majority of the
trustees of the Trust holding office have been elected by shareholders.
Shareholders of record holding at least two-thirds of the outstanding shares of
the Trust may remove a trustee by votes cast in person or by proxy at a meeting
called for that purpose. The trustees are
-------------
Prospectus Page 21
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
required to call a meeting of shareholders for the purpose of voting upon the
question of removal of any trustee when so requested in writing by the
shareholders of record holding at least 10% of the Trust's outstanding shares.
Each share of the Fund has equal voting rights, except as noted above. Each
share of the Fund is entitled to participate equally in dividends and other
distributions and the proceeds of any liquidation, except that, due to the
differing expenses borne by the four classes, dividends and liquidation
proceeds of Class B and Class D shares are likely to be lower than for the
Class A shares and are likely to be lower for the Class A, Class B and Class D
shares than for Class C shares.
To avoid additional operating costs and for investor convenience, the Fund does
not issue share certificates. Ownership of shares of the Fund is recorded on a
stock register by the Transfer Agent and shareholders have the same rights of
ownership with respect to such shares as if certificates had been issued.
CUSTODIAN AND TRANSFER AGENT. Brown Brothers Harriman & Co., 40 Water Street,
Boston, Massachusetts 02109, is custodian for the Fund and employs foreign sub-
custodians to provide custody of the Fund's foreign assets. PFPC Inc., a
subsidiary of PNC Bank, National Association, whose principal address is 400
Bellevue Parkway, Wilmington, Delaware 19809, is the Fund's transfer and
dividend disbursing agent.
CONFIRMATIONS AND STATEMENTS. Shareholders receive confirmations of purchases
and redemptions of shares of the Fund. PaineWebber clients receive statements
at least quarterly that report their Fund activity and consolidated year-end
statements that show all Fund transactions for that year. Shareholders who are
not PaineWebber clients receive quarterly statements from the Transfer Agent.
Shareholders also receive audited annual and unaudited semi-annual financial
statements of the Fund.
-------------
Prospectus Page 22
<PAGE>
--------------------------------
PAINEWEBBER ATLAS GLOBAL GROWTH FUND
APPENDIX
- --------------------------------------------------------------------------------
The Fund may use the hedging instruments described below:
OPTIONS ON EQUITY AND DEBT SECURITIES AND FOREIGN CURRENCIES--A call option
is a short-term contract pursuant to which the purchaser of the option, in
return for a premium, has the right to buy the security or currency underlying
the option at a specified price at any time during the term of the option. The
writer of the call option, who receives the premium, has the obligation, upon
exercise of the option during the option term, to deliver the underlying
security or currency against payment of the exercise price. A put option is a
similar contract that gives its purchaser, in return for a premium, the right
to sell the underlying security or currency at a specified price during the
option term. The writer of the put option, who receives the premium, has the
obligation, upon exercise of the option during the option term, to buy the
underlying security or currency at the exercise price.
OPTIONS ON STOCK INDEXES--A stock index assigns relative values to the stocks
included in the index and fluctuates with changes in the market values of those
stocks. A stock index option operates in the same way as a more traditional
stock option, except that exercise of a stock index option is effected with
cash payment and does not involve delivery of securities. Thus, upon exercise
of a stock index option, the purchaser will realize, and the writer will pay,
an amount based on the difference between the exercise price and the closing
price of the stock index.
STOCK INDEX FUTURES CONTRACTS--A stock index futures contract is a bilateral
agreement pursuant to which one party agrees to accept, and the other party
agrees to make, delivery of an amount of cash equal to a specified dollar
amount times the difference between the stock index value at the close of
trading of the contract and the price at which the futures contract is
originally struck. No physical delivery of the stocks comprising the index is
made. Generally, contracts are closed out prior to the expiration date of the
contract.
INTEREST RATE AND FOREIGN CURRENCY FUTURES CONTRACTS--Interest rate and
foreign currency futures contracts are bilateral agreements pursuant to which
one party agrees to make, and the other party agrees to accept, delivery of a
specified type of debt security or currency at a specified future time and at a
specified price. Although such futures contracts by their terms call for actual
delivery or acceptance of debt securities or currency, in most cases the
contracts are closed out before the settlement date without the making or
taking of delivery.
OPTIONS ON FUTURES CONTRACTS--Options on futures contracts are similar to
options on securities or currency, except that an option on a futures contract
gives the purchaser the right, in return for the premium, to assume a position
in a futures contract (a long position if the option is a call and a short
position if the option is a put), rather than to purchase or sell a security or
currency, at a specified price at any time during the option term. Upon
exercise of the option, the delivery of the futures position to the holder of
the option will be accompanied by delivery of the accumulated balance that
represents the amount by which the market price of the futures contract
exceeds, in the case of a call, or is less than, in the case of a put, the
exercise price of the option on the future. The writer of an option, upon
exercise, will assume a short position in the case of a call and a long
position in the case of a put.
FORWARD CURRENCY CONTRACTS--A forward currency contract involves an
obligation to purchase or sell a specific currency at a specified future date,
which may be any fixed number of days from the contract date agreed upon by the
parties, at a price set at the time the contract is entered into.
-------------
Prospectus Page 23
<PAGE>
Application Form
THE PAINEWEBBER
MUTUAL FUNDS [_][_] - [_][_][_][_][_] - [_][_]
PaineWebber Account No.
- --------------------------------------------------------------------------------
INSTRUCTIONS DO NOT USE THIS FORM IF YOU WOULD LIKE YOUR ACCOUNT SERVICED
THROUGH PAINEWEBBER. INSTEAD, CALL YOUR PAINEWEBBER INVESTMENT
EXECUTIVE (OR YOUR LOCAL PAINEWEBBER OFFICE TO OPEN AN
ACCOUNT).
ALSO, DO NOT USE THIS FORM TO OPEN A Return this completed form
RETIREMENT PLAN ACCOUNT. FOR to:
RETIREMENT PLAN FORMS OR FOR PFPC Inc.
ASSISTANCE IN COMPLETING THIS FORM P.O. Box 8950
CONTACT PFPC INC. AT 1-800-647-1568. Wilmington, Delaware 19899
ATTN: PaineWebber Mutual
Funds
PLEASE PRINT
- --------------------------------------------------------------------------------
1 INITIAL INVESTMENT ($1,000 MINIMUM)
ENCLOSED IS A CHECK FOR:
$____(payable to PaineWebber Atlas Global Growth Fund) to pur-
chase Class A [_] Class B [_] or Class D [_] shares
2 ACCOUNT REGISTRATION
Not valid 1. Individual / /
without ------------- --------------- ------------
signature and First Name Last Name MI Soc. Sec. No.
Soc. Sec. or
Tax ID #
- --As joint 2. Joint Tenancy / /
tenants, use ----------- --------------- ------------
Lines 1 and 2 First Name Last Name MI Soc. Sec. No.
- --As custodian ("Joint Tenants with Rights of Survivorship"
for a minor, unless otherwise specified)
use Lines 1
and 3 3. Gifts to Minors / /
- --In the name -------------------------- ------------
of a Minor's Name Soc. Sec. No.
corporation,
trust or other
organization or Under the _________________ Uniform Gifts / Uniform Transfers
any fiduciary State of Resi- to Minors Act to Minors Act
capacity, use dence of Minor
Line 4
4. Other Registrations
------------------------ --------------
Name Tax Ident. No.
5. If Trust, Date of Trust Instrument: ________________________
3 ADDRESS
---------------------------- U.S. Citizen [_] YES [_] NO*
Street
---------------------------- ----------------------------
City State Zip Code *Country of Citizenship
4 DISTRIBUTION OPTIONS See Prospectus
Please select one of the following:
[_] Reinvest both dividends and capital gain distributions in
additional shares
[_] Pay dividends to my address above; reinvest capital gain
distributions
[_] Pay both dividends and capital gain distributions in cash
to my address above
[_] Reinvest dividends and pay capital gain distributions in
cash to my address above
NOTE: If a selection is not made, both dividends and capi-
tal gain distributions will be paid in additional Fund
shares of the same Class.
<PAGE>
5 SPECIAL OPTIONS (For More Information--Check Appropriate Box)
[_] Automatic Investment Plan [_] Prototype IRA Application
[_] Systematic Withdrawal Plan
6 RIGHTS OF ACCUMULATION--CLASS A SHARES (See Prospectus)
Indicate here any other account(s) in the group of funds that would
qualify for the cumulative quantity discount as outlined in the
Prospectus.
--------------------- ----------- ---------------------
Fund Name Account No. Registered Owner
--------------------- ----------- ---------------------
Fund Name Account No. Registered Owner
--------------------- ----------- ---------------------
Fund Name Account No. Registered Owner
7 PLEASE INDICATE BELOW IF YOU ARE AFFILIATED WITH PAINEWEBBER
"Affiliated" persons are defined as officers, directors/trustees and
employees of the PaineWebber funds, PaineWebber or its affiliates,
and their parents, spouses and children.
-------------------------------------------------
Nature of Relationship
8 SIGNATURE (S) AND TAX CERTIFICATION (S)
I warrant that I have full authority and am of legal age to purchase
shares of the Fund and have received and read a current Prospectus of
the Fund and agree to its terms. The Fund and its Transfer Agent will
not be liable for acting upon instructions or inquiries believed
genuine. Under penalties of perjury, I certify that (1) my taxpayer
identification number provided in this application is correct and (2)
I am not subject to backup withholding because (i) I have not been
notified that I am subject to backup withholding as a result of
failure to report interest or dividends or (ii) the IRS has notified
me that I am no longer subject to backup withholding (strike out
clause (2) if incorrect).
------------------------- ------------------------- ----------
Individual (or Custodian) Joint Registrant (if any) Date
------------------------- ------------------------- ----------
Corporate Officer, Part- Title Date
ner, Trustee, etc.
9 INVESTMENT EXECUTIVE IDENTIFICATION (To Be Completed By Invest-
ment Executive Only)
---------------------------- ----------------------------
Broker No./Name Branch Wire Code
( )
---------------------------- ----------------------------
Branch Address Telephone
10 CORRESPONDENT FIRM IDENTIFICATION (To Be Completed By Correspon-
dent Firm Only)
---------------------------- ----------------------------
Name Address
---------------------------- ----------------------------
MAIL COMPLETED FORM TO YOUR PAINEWEBBER INVESTMENT EXECU-
TIVE OR CORRESPONDENT FIRM OR TO: PFPC INC., P.O. BOX
8950, WILMINGTON, DELAWARE 19899.
<PAGE>
Shares of the Fund can be exchanged for shares of the following other
PaineWebber Mutual Funds:
PAINEWEBBER INCOME FUNDS
. Global Income Fund
. High Income Fund
. Investment Grade Income Fund
. Short-Term U.S. Government Income Fund
. Short-Term U.S. Government Income Fund for Credit Unions
. Strategic Income Fund
. U.S. Government Income Fund
PAINEWEBBER TAX-FREE INCOME FUNDS
. California Tax-Free Income Fund
. Municipal High Income Fund
. National Tax-Free Income Fund
. New York Tax-Free Income Fund
PAINEWEBBER GROWTH FUNDS
. Blue Chip Growth Fund
. Capital Appreciation Fund
. Communications & Technology Growth Fund
. Europe Growth Fund
. Growth Fund
. Regional Financial Growth Fund
. Small Cap Value Fund
PAINEWEBBER GROWTH AND INCOME FUNDS
. Asset Allocation Fund
. Dividend Growth Fund
. Global Energy Fund
. Global Growth and Income Fund
. Utility Income Fund
PAINEWEBBER MONEY MARKET FUND
---------------
A prospectus containing more complete information for any of the above funds,
including charges and expenses, can be obtained from a PaineWebber investment
executive or correspondent firm. Read it carefully before investing.
(C) 1995 PaineWebber Incorporated
LOGO Recycled Paper
PaineWebber
Atlas Global Growth
Fund
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND
OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND
OR ITS DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.
PROSPECTUS
January 1, 1995
