PAINEWEBBER ATLAS GLOBAL GROWTH FUND
Supplement to Prospectus Dated January 1, 1995
The board of trustees of PaineWebber Atlas Fund ("Trust") has
approved a Plan of Reorganization and Termination ("Reorganization") for
submission to the shareholders of its sole series, PaineWebber Atlas
Global Growth Fund ("Fund"), at a special meeting to be held July 14,
1995. If the proposed Reorganization is approved and implemented, all the
Fund's assets will be acquired and its liabilities assumed by Mitchell
Hutchins/Kidder, Peabody Global Equity Fund ("MH/KP Global Equity Fund")
in a tax-free reorganization. As a result of the Reorganization, the two
funds' assets would be combined and each Fund shareholder would, on the
closing date of the transaction, receive a number of full and fractional
shares of the corre-sponding Class of shares of MH/KP Global Equity Fund
having an aggregate value equal to the value of the shareholder's holdings
in the Fund. MH/KP Global Equity Fund is a series of Mitchell
Hutchins/Kidder, Peabody Investment Trust, an open-end management
investment company organized as a Massachusetts business trust. There can
be no assurance that the Fund's shareholders will approve the
Reorganization.
In addition, the Trust's board of trustees has approved the
submission to the Fund's shareholders of a proposal to approve a new sub-
advisory agreement with GE Investment Management Incorporated for the
Fund.
The meeting of Fund shareholders to consider the proposed
Reorganization and sub-advisory agreement will be held on July 14, 1995.
If the Reorganization is approved, sales of all Classes of Fund shares
will cease on July 28, 1995, so that Fund shares will no longer be
available for purchase or exchange starting on July 28, 1995 through the
closing date of the Reorganization. Redemptions of Fund shares and
exchanges of Fund shares for shares of another PaineWebber or Mitchell
Hutchins/Kidder, Peabody mutual fund ("exchange redemptions") may be
effected through the closing date of the Reorganization. Effective
immediately, the $5.00 service fee on exchanges will be waived on all
exchange redemptions.
Dated: May 16, 1995
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