<PAGE>
As filed with the Securities and Exchange Commission on May 11, 1995.
1933 Act: Registration No. 33-2524
1940 Act: Registration No. 811-4448
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 23 [ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 18
(Check appropriate box or boxes.)
PAINEWEBBER MASTER SERIES, INC.
(Exact name of registrant as specified in charter)
1285 Avenue of the Americas
New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 713-2712
DIANNE E. O'DONNELL, Esq.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
(Name and address of agent for service)
Copies to:
ELINOR W. GAMMON, Esq.
LINDA L. RITTENHOUSE, Esq.
Kirkpatrick & Lockhart
South Lobby - 9th Floor
1800 M Street, N.W.
Washington, D.C. 20036-5891
Telephone: (202) 778-9000
It is proposed that this filing will become effective:
[_____] Immediately upon filing pursuant to Rule 485(b)
[_____] On _________________ pursuant to Rule 485(b)
[__X__] 60 days after filing pursuant to Rule 485 (a)(i)
[_____] On _________________ pursuant to Rule 485 (a)(i)
[_____] 75 days after filing pursuant to Rule 485(a)(ii)
[_____] On _________________ pursuant to Rule 485(a)(ii)
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
for its most recent fiscal year on April 27, 1995.
<PAGE>
PaineWebber Master Series, Inc.
Contents of Registration Statement
This registration statement consists of the following papers and
documents:
Cover Sheet
Contents of Registration Statement
Cross Reference Sheets
Class A, B, and D shares of:
PaineWebber Blue Chip Growth Fund
Part A - Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
<PAGE>
PaineWebber Master Series, Inc.
Class A, B, and D Shares of:
PaineWebber Blue Chip Growth Fund
Form N-1A Cross Reference Sheet
<TABLE>
<CAPTION>
Part A Item No.
and Caption Prospectus Caption
--------------- ------------------
<S> <C> <C>
1. Cover Page............. Cover Page
2. Synopsis............... Prospectus Summary
3. Condensed Financial
Information............ Financial Information; Performance Information
4. General Description of
Registrant............. Prospectus Summary; Investment Objective and
Policies; General Information
5. Management of the Fund.. Management; General Information
6. Capital Stock and
Other Securities........ Cover Page; Conversion of Class B Shares;
Dividends and Taxes; General Information
7. Purchase of Securities
Being Offered........... Purchases; Exchanges; Other Services and
Information; Management; Valuation of Shares
8. Redemption or
Repurchase.............. Redemptions; Other Services and Information
9. Pending Legal
Proceedings............. Not Applicable
<CAPTION>
Part B Item No. Statement of Additional
and Caption Information Caption
--------------- -----------------------
<S> <C> <C>
10. Cover Page............. Cover Page
11. Table of Contents...... Table of Contents
12. General Information
and History............. Other Information
13. Investment Objective and
Policies................ Investment Policies and Restrictions; Hedging
and Related Income Strategies; Portfolio
Transactions
14. Management of the Fund.. Directors and Officers
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
15. Control Persons and
Principal Holders of
Securities.............. Directors and Officers
16. Investment Advisory and
Other Services.......... Investment Advisory and
Distribution Arrangements
17. Brokerage Allocation.... Portfolio Transactions
18. Capital Stock and Other
Securities.............. Conversion of Class B Shares; Other
Information
19. Purchase, Redemption
and Pricing of Securi-
ties Being Offered...... Reduced Sales Charges; Additional Exchange and
Redemption Information; and Other Services;
Valuation of Shares
20. Tax Status.............. Taxes
21. Underwriters............ Investment Advisory and Distribution
Arrangements
22. Calculation of
Performance Data......... Performance Information
23. Financial Statements..... Financial Statements
</TABLE>
<PAGE>
PAINEWEBBER BLUE CHIP
GROWTH FUND
1285 Avenue of the Americas
New York, New York 10019
. Professional Management The Fund is a series of PaineWebber
Master Series, Inc. ("Corporation").
. Portfolio Diversification This Prospectus concisely sets forth
information about the Fund a pro-
. Dividend and Capital Gain spective investor should know before
Reinvestment investing. Please retain this Pro-
spectus for future reference. A
. Flexible PricingSM Statement of Additional Information
dated July , 1995 (which is incor-
. Low Minimum Investment porated by reference herein) has
been filed with the Securities and
. Automatic Investment Plan Exchange Commission. The Statement
of Additional Information can be ob-
. Systematic Withdrawal Plan tained without charge, and further
inquiries can be made, by contacting
. Exchange Privileges the Fund, your PaineWebber
investment executive or
. Suitable for Retirement Plans PaineWebber's correspondent firms or
by calling toll-free 1-800-647-1568.
----------------
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 OF-FENSE.
PROSPECTIVE WISCONSIN INVESTORS SHOULD NOTE THAT THE FUND MAY INVEST UP TO 10%
OF ITS NET ASSETS IN RESTRICTED SECURITIES (OTHER THAN RULE 144A SECU-RITIES
DETERMINED TO BE LIQUID BY THE CORPORATION'S BOARD OF DIRECTORS). INVESTMENT IN
RESTRICTED SECURITIES (OTHER THAN SUCH RULE 144A SECURI-TIES) 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.
----------------
The date of this Prospectus is July , 1995.
PaineWebber Mutual Funds
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTA-
TIONS 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 THEIR 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 SUMMARY
See the body of the Prospectus for more information on the topics discussed
in this summary.
The Fund: PaineWebber Blue Chip Growth Fund ("Fund") is a diversified
series of PaineWebber Master Series, Inc. ("Corporation"),
an open-end management investment company.
The board of directors of the Corporation has approved a
proposed Plan of Reorganization and Termination ("Reorgani-
zation") for submission to the Fund's shareholders at a
special meeting to be held on July , 1995. If the proposed
Reorganization is approved and implemented, the Fund's as-
sets would be acquired and its liabilities assumed by
PaineWebber Growth Fund, a series of another open-end man-
agement investment company. As a result of the Reorganiza-
tion, each Fund shareholder would receive a number of full
and fractional shares of the corresponding Class of
PaineWebber Growth Fund shares having an aggregate value
equal to the value of the shareholder's holdings in the
Fund. See "General Information."
Investment Capital appreciation; invests primarily in equity securi-
Objective and ties of large, established U.S. companies.
Policies:
Total Net Assets
at June ,
1995: $ million
Investment
Adviser: Mitchell Hutchins Asset Management Inc. ("Mitchell
Hutchins"), an asset management subsidiary of PaineWebber
Incorporated ("PaineWebber" or "PW"), manages over $36.9
billion in assets. See "Management."
Purchases: Shares of common stock are available exclusively through
PaineWebber and its correspondent firms for investors who
are clients of PaineWebber or those firms ("PaineWebber
clients") and, for other investors, through PFPC Inc., the
Funds' transfer agent ("Transfer Agent").
Flexible Pricing Investors may select Class A, Class B or Class D shares,
System: each with a public offering price that reflects different
sales charges and expense levels. See "Flexible Pricing
System," "Purchases," "Redemptions" and "Conversion of
Class B Shares."
2
<PAGE>
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 deferred
sales charge of 5% of redemption proceeds is imposed on
certain redemptions made within six years of date of pur-
chase). 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 contingent
deferred sales charge. Class D shares pay higher ongoing
expenses than Class A shares and do not convert into an-
other Class.
Exchanges: Shares may be exchanged for shares of the corresponding
Class of most PaineWebber and Mitchell Hutchins/Kidder,
Peabody ("MH/KP") 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 dis-
tributed 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 first purchase; $100 for subsequent purchases.
Other Features: Automatic investment plan Quantity discounts on initial
Class A Shares 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 equity securities of large,
established U.S. companies and is designed for investors who are seeking capi-
tal appreciation. The Fund has its own suitability considerations and risk fac-
tors, as summarized below and described in more detail under "Investment Objec-
tive and Risk Factors." 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 in-
vestment objective, and the Fund's net asset value will fluctuate based upon
changes in the value of its portfolio securities. Certain investment grade debt
securities in which the Fund may invest have speculative characteristics. The
Fund's use of options and futures instruments also entails special risks.
3
<PAGE>
EXPENSES OF INVESTING IN THE FUND. The following tables are intended to as-
sist investors in understanding the expenses associated with investing in the
Fund.
SHAREHOLDER TRANSACTION EXPENSES(1)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
------- ------- -------
<S> <C> <C> <C>
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
</TABLE>
ANNUAL FUND OPERATING EXPENSES(2)
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
------- ------- -------
<S> <C> <C> <C>
Management fees......................................... 0.75% 0.75% 0.75%
12b-1 fees(3)........................................... 0.25 1.00 1.00
Other expenses.......................................... 0. 0. 0.
---- ---- ----
To l operating expenses................................ % % %
==== ==== ====
</TABLE>
- -------
(1) Sales charge waivers are available for Class A and Class B shares, re-
duced sales charge purchase plans are available for Class A shares and exchange
fee waivers are available for all three Classes. The maximum 5% contingent de-
ferred 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. All expenses are those actu-
ally incurred for the fiscal year ended February 28, 1995.
(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...................................... 0.25% 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 (includ-
ing distribution fees) than the economic equivalent of the maximum front-end
sales charge permitted by the National Association of Securities Dealers, Inc.
4
<PAGE>
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 THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
Class A Shares(1)......... $ $ $ $
Class B Shares:
Assuming a complete re-
demption at end of pe-
riod(2)(3)............. $ $ $ $
Assuming no redemp-
tion(3)................ $ $ $ $
Class D Shares............ $ $ $ $
</TABLE>
- -------
(1)Assumes deduction at the time of purchase of the maximum 4.5% initial sales
charge.
(2)Assumes deduction at the time of redemption of the maximum applicable con-
tingent deferred sales charge.
(3) Ten-year figures assume conversion of Class B shares to Class A shares at
end of sixth year.
This Example assumes that all dividends and other distributions are rein-
vested and that the percentage amounts listed under Annual Fund Operating Ex-
penses 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 Securi-
ties and Exchange Commission ("SEC") applicable to all mutual funds; the as-
sumed 5% annual return is not a prediction of, and does not represent, the pro-
jected or actual performance of any Class of the Fund's shares.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EX-
PENSES, 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.
5
<PAGE>
FINANCIAL HIGHLIGHTS
The tables on the following pages 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 February 28, 1995, which are incor-
porated by reference into the Statement of Additional Information. The finan-
cial statements and notes, and the financial information appearing in the ta-
bles below insofar as it relates to each of the five years in the period ended
February 28, 1995, have been audited by Price Waterhouse LLP, independent ac-
countants, whose report thereon is included in the Annual Report to Sharehold-
ers. Further information about the Fund's performance is also included in the
Annual Report to Shareholders, which may be obtained without charge.
6
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
7
<PAGE>
<TABLE>
<CAPTION>
CLASS A CLASS B
------------------------------------- ----------------------
FOR THE
PERIOD
FOR THE YEARS ENDED JULY 1, FOR THE YEARS ENDED
FEBRUARY 28, 1991+ TO FEBRUARY 28 OR 29,
---------------------- FEBRUARY 29, ----------------------
1995 1994 1993 1992 1995 1994 1993
---- ------- ------- ------------- ---- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, begin-
ning of period......... $ 15.56 $ 16.78 $14.40 $ 15.34 $ 16.71
--- ------- ------- ------ --- ------- -------
Income from investment
operations
Net investment income
(loss)................ -- 0.02 0.02 (0.27) (0.21)
Net realized and
unrealized gains
(loss) from investment
transactions.......... 1.97 0.81 2.40 2.08 0.89
--- ------- ------- ------ --- ------- -------
Total income (loss) from
investment operations.. 1.97 0.83 2.42 1.81 0.68
--- ------- ------- ------ --- ------- -------
Less dividends and other
distributions
Dividends from net in-
vestment income....... -- -- -- -- --
Distributions from net
realized gains on
investments........... (1.82) (2.05) (0.04) (1.82) (2.05)
--- ------- ------- ------ --- ------- -------
Total distributions..... (1.82) (2.05) (0.04) (1.82) (2.05)
--- ------- ------- ------ --- ------- -------
Net asset value, end of
period................. $ 15.71 $ 15.56 $16.78 $ 15.33 $ 15.34
=== ======= ======= ====== === ======= =======
Total investment re-
turn(1)................ 12.89 % 5.15% 16.82% 12.00 % 4.25 %
=== ======= ======= ====== === ======= =======
Ratios/Supplemental Da-
ta:
Net assets, end of pe-
riod (000's omitted)... $60,204 $46,371 $1,561 $43,622 $61,100
Ratio of expenses to av-
erage net assets....... 1.32 % 1.26% 1.18%* 2.10 % 2.02 %
Ratio of net investment
income (loss) to
average net assets..... (0.01)% 0.07% 0.44%* (0.78)% (0.57)%
Portfolio turnover rate. 24.84 % 41.07% 34.05% 24.84 % 41.07 %
</TABLE>
- -------
* Annualized.
** Dividends in excess of net investment income for financial reporting pur-
poses represent amounts required to be distributed under the minimum distri-
bution requirements of the Internal Revenue Code.
+ Commencement of offering of shares.
(1) Total investment return is calculated assuming a $1,000 investment in Fund
shares on the first day of each period reported, reinvestment of all divi-
dends and capital gains distributions at net asset value on the payable
dates, and a sale at net asset value on the last day of each period report-
ed. The figures do not include sales charges; results of Class A and Class
B shares would be lower if sales charges were included. Total investment
returns for periods of less than one year have not been annualized.
(2) For the year ended February 28, 1989, Mitchell Hutchins waived approxi-
mately $2,300 of the Fund's advisory and administration fees. If such
waiver had not been made, the presentation of the ratio of expenses to av-
erage net assets and the ratio of net investment income to average net as-
sets would have been unchanged. During the period from July 18, 1986 (com-
mencement of issuance of Class B shares) to February 28, 1987, PaineWebber
waived approximately $95,000 and $10,000 of the Fund's advisory and admin-
istration and service fees, respectively. If such waivers had not been
made, the annualized ratio of expenses to average net assets and the
annualized ratio of net investment income to average net assets would have
been 2.33% and 0.77%, respectively.
8
<PAGE>
<TABLE>
<CAPTION>
CLASS B CLASS D
- ------------------------------------------------------------------- -----------
FOR THE FOR THE
PERIOD FOR THE PERIOD
FOR THE YEARS ENDED JULY 18, YEAR ENDED JULY 2,
FEBRUARY 28 OR 29, 1986+ TO FEBRUARY 28 1992+ TO
- ---------------------------------------------------- FEBRUARY 28, ----------- FEBRUARY 28,
1992 1991 1990 1989 1988 1987 1995 1994 1993
- -------- -------- ------- ------- ------- ------------ ---- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 14.32 $ 13.01 $ 11.63 $ 10.04 $ 11.28 $ 10.00 $15.48 $15.51
- -------- -------- ------- ------- ------- -------- --- ------ ------
(0.07) -- -- (0.02) -- 0.05 (0.05) (0.03)
2.50 1.35 1.38 1.61 (1.16) 1.23 1.89 2.05
- -------- -------- ------- ------- ------- -------- --- ------ ------
2.43 1.35 1.38 1.59 (1.16) 1.28 1.84 2.02
- -------- -------- ------- ------- ------- -------- --- ------ ------
-- (0.04)** -- -- (0.05) -- -- --
(0.04) -- -- -- (0.03) -- (1.82) (2.05)
- -------- -------- ------- ------- ------- -------- --- ------ ------
(0.04) (0.04) -- -- (0.08) -- (1.82) (2.05)
- -------- -------- ------- ------- ------- -------- --- ------ ------
$ 16.71 $ 14.32 $ 13.01 $ 11.63 $ 10.04 $ 11.28 $15.50 $15.48
======== ======== ======= ======= ======= ======== === ====== ======
16.93% 10.43% 11.87% 15.84% (10.36)% 20.67% 12.10% 13.22%
======== ======== ======= ======= ======= ======== === ====== ======
$112,897 $101,573 $91,758 $72,899 $98,979 $115,013 $4,030 $1,228
2.19% 2.15% 1.87% 2.21%(2) 2.05% 2.13%*(2) 2.08% 2.01%*
(0.43)% 0.01% 0.01% (0.16)%(2) 0.03% 0.97%*(2) (0.79)% (0.78)%*
34.05% 24.47% 43.22% 38.00% 96.70% 56.32% 24.84% 41.07%
</TABLE>
9
<PAGE>
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
------------ ------------------------ -----------------
<S> <C> <C> <C>
CLASS A Maximum initial sales Service fee of 0.25% Initial sales charge
charge of 4.5% of the waived or reduced for
public offering price certain purchases
CLASS B Maximum contingent Service fee of 0.25%; Shares convert to Class A
deferred sales charge of distribution fee of 0.75% shares approximately six
5% of redemption years after issuance
proceeds; declines to
zero after six years
CLASS D None Service fee of 0.25%; --
distribution fee of 0.75%
</TABLE>
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 de-
scribed 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 ini-
tial sales charge, not all of a Class A shareholder's purchase price is in-
vested 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 a 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.
10
<PAGE>
The entire initial sales charge on Class A shares is waived for certain eli-
gible 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 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. An-
nual 12b-1 distribution fees are a form of asset-based sales charge. An in-
vestor 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 Class B or Class D shares and the 4.5% maximum initial sales charge
on the 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 shares of the Fund 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
shares of the Fund 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 re-
demption of Class B shares, such an investor would generally pay lower cumula-
tive 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 as-
set 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 the cumulative expenses an investor would pay over
time on a hypothetical investment in each Class of Fund shares, assuming an an-
nual return of 5%.
OTHER INFORMATION
PaineWebber investment executives may receive different levels of compensa-
tion for selling one particular Class of Fund shares rather than another. In-
vestors should understand that distribution fees and initial and contingent de-
ferred sales charges all are intended to compensate Mitchell Hutchins for dis-
tribution services.
See "Purchases," "Redemptions" and "Management" for a more complete descrip-
tion of the initial and contingent deferred sales charges, service fees and
distribution fees for the three Classes of shares. See also "Conversion of
Class B Shares," "Dividends and Taxes," "Valuation of Shares" and "General In-
formation" for other differences among the three Classes.
INVESTMENT OBJECTIVE AND
POLICIES
INVESTMENT OBJECTIVE AND PRIMARY INVESTMENTS
The Fund's investment objective is capital appreciation. The Fund seeks to
achieve this objective by investing primarily in equity securities of large,
established U.S. companies with a market capitalization of at least $300 mil-
lion.
11
<PAGE>
There can be no assurance that the Fund will achieve its investment objec-
tive. The Fund's net asset value will fluctuate based upon changes in the value
of its portfolio securities. The Fund's investment objective and certain in-
vestment limitations, as described in the Statement of Additional Information,
are fundamental policies and may not be changed without shareholder approval.
All other investment policies may be changed by the Corporation's board of di-
rectors without shareholder approval.
At least 65% of the Fund's assets normally are invested in equity securities
of large, established U.S. companies with a market capitalization of at least
$300 million. In selecting equity securities for the Fund, Mitchell Hutchins
purchases stocks it considers to be "blue chip," after taking into account all
those factors that it believes will affect potential for capital appreciation,
including but not limited to each issuer's current and anticipated revenues,
earnings and cash flow, the condition of its balance sheet, the strength of its
industry and its competitive position within that industry. The Fund may invest
up to 35% of its assets in other equity securities, including stocks of compa-
nies with lower market capitalization levels, convertible securities, invest-
ment grade debt securities of U.S. companies and debt obligations and mortgage-
backed securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities. Investment grade bonds are those bonds that, at the time of
purchase, have been assigned one of the four highest grades by S&P or Moody's,
comparably rated by another NRSRO or, if unrated, have been determined by
Mitchell Hutchins to be of comparable quality. The Fund also may invest up to
25% of its assets in U.S. dollar-denominated securities of foreign issuers that
are traded on recognized U.S. exchanges or in the U.S. over-the-counter ("OTC")
market. The Fund may seek to reduce the risks associated with ownership of the
securities in which it invests through the use of options, futures contracts
and options on futures contracts.
Over the past 65 years, the total return of equity investments, as measured
by the Stan-dard & Poor's 500 Composite Stock Index ("S&P 500"), has exceeded
the inflation rate, as measured by the Consumer Price Index, as well as total
return on long-term Treasury bonds, long-term corporate bonds and short-term
Treasury bills. However, year-to-year fluctuations in each of these indices and
instruments have been significant, and total return for the S&P 500 for some
periods has been negative. Furthermore, there can be no assurance that this
trend will continue.
OTHER INVESTMENT POLICIES AND RISK FACTORS
U.S. GOVERNMENT SECURITIES. The U.S. government securities in which the Fund
may invest include direct obligations of the U.S. government (such as Treasury
bills, notes and bonds) and obligations issued or guaranteed by U.S. government
agencies and instrumentalities. The Fund may invest in U.S. government securi-
ties that are supported by the full faith and credit of the U.S. government,
such as securities issued by the Government National Mortgage Association
("Ginnie Mae"), securities that are supported primarily or solely by the cred-
itworthiness of the issuer, such as securities issued by the Resolution Funding
Corporation and the Tennessee Valley Authority, and securities that are sup-
ported primarily or solely by specific pools of assets and the creditworthiness
of a U.S. government-related issuer, such as mortgage-backed securities issued
by the Federal National Mortgage Association ("Fannie Mae") and the Federal
Home Loan Mortgage Corporation ("Freddie Mac").
Mortgage-backed securities represent direct or indirect participations in, or
are secured by and payable from, mortgage loans secured
12
<PAGE>
by real property and include single- and multi-class pass-through securities
and collateralized mortgage obligations ("CMOs"). The U.S. government mortgage-
backed securities in which the Fund may invest include mortgage-backed securi-
ties issued or guaranteed by Ginnie Mae, Fannie Mae, or Freddie Mac. For more
information concerning these mortgage-backed securities, see the Statement of
Additional Information.
CONVERTIBLE SECURITIES. The Fund may invest in convertible securities. A con-
vertible security is a bond, debenture, note, preferred stock or other security
that may be converted into or exchanged for a prescribed amount of common stock
of the same or a different issuer within a particular period of time at a spec-
ified price or formula. A convertible security entitles the holder to receive
interest paid or accrued on debt or dividends paid on preferred stock until the
convertible security matures or is redeemed, converted or exchanged. Convert-
ible securities have unique investment characteristics in that they generally
(1) have higher yields than common stocks, but lower yields than comparable
non-convertible securities, (2) are less subject to fluctuation in value than
the underlying stock because they have fixed income characteristics and (3)
provide the potential for capital appreciation if the market price of the un-
derlying common stock increases. While no securities investment is without some
risk, investments in convertible securities generally entail less risk than the
issuer's common stock, although the extent to which such risk is reduced de-
pends in large measure upon the degree to which the convertible security sells
above its value as a fixed income security.
RISK FACTORS. The investment income of the Fund is based on the income earned
on the securities it holds, less expenses incurred; thus, the Fund's investment
income may be expected to fluctuate in response to changes in such expenses or
income. For example, the investment income of the Fund may be affected if it
experiences a net inflow of new money that is then invested in securities whose
yield is higher or lower than that earned on then-current investments. General-
ly, the value of the debt securities held by the Fund, and thus its net asset
value per share, will rise when interest rates decline. Conversely, when inter-
est rates rise, the value of fixed income securities, and thus the Fund's net
asset value per share, may be expected to decline.
--RISKS OF MORTGAGE-BACKED SECURITIES. The yield characteristics of the mort-
gage-backed securities in which the Fund may invest differ from those of tradi-
tional debt securities. Among the major differences are that interest and prin-
cipal payments on mortgage-backed securities are made more frequently (usually
monthly), and that principal may be prepaid at any time because the underlying
mortgage loans or other assets generally may be prepaid at any time. As a re-
sult, if the Fund purchases these securities at a premium, a prepayment rate
that is faster than expected will reduce yield to maturity, while a prepayment
rate that is slower than expected will have the opposite effect of increasing
yield to maturity. Conversely, if the Fund purchases these securities at a dis-
count, faster than expected prepayments will increase, while slower than
expected prepayments will reduce, yield to maturity. Amounts available for re-
investment are likely to be greater during a period of declining interest rates
and, as a result, are likely to be reinvested at lower interest rates than dur-
ing a period of rising interest rates. Accelerated prepayments on securities
purchased by the Fund at a premium also impose a risk of loss of principal be-
cause the premium may not have been fully amortized at the time the principal
is repaid in full.
--RISKS OF DEBT SECURITIES. The Fund is permitted to purchase investment
grade debt
13
<PAGE>
securities. In selecting securities for the Fund, Mitchell Hutchins reviews and
monitors the creditworthiness of each issuer and issue and analyzes interest
rate trends and specific developments which may affect individual issuers, in
addition to relying on ratings assigned by S&P, Moody's or another NRSRO as in-
dicators of quality. Debt securities rated Baa by Moody's or BBB by S&P are in-
vestment grade, although Moody's considers securities rated Baa to have specu-
lative 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 grade debt securi-
ties. 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.
Ratings of debt securities represent the rating agencies' 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 de-
termining whether the Fund should continue to hold the security but is not re-
quired to dispose of it. Credit ratings attempt to evaluate the safety of prin-
cipal 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 securi-
ty. 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. See the Statement of Additional In-
formation for more information about S&P's and Moody's ratings.
FOREIGN SECURITIES. The Fund may invest up to 25% of its assets in U.S. dol-
lar-denominated securities of foreign issuers that are traded on recognized
U.S. exchanges or in the U.S. OTC market. These investments may involve special
risks arising both from political and economic developments abroad and differ-
ences between foreign and U.S. regulatory systems. These risks may include ex-
propriation, confiscatory taxation, withholding taxes on dividends and inter-
est, limitations on the use or transfer of Fund assets and political or social
instability or diplomatic developments. Moreover, individual foreign economies
may differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross national product, rate of inflation, capital reinvestment, re-
source self-sufficiency and balance of payments position. Securities of many
foreign companies may be less liquid and their prices more volatile than secu-
rities of comparable U.S. companies.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements. Repur-
chase agreements are transactions in which the Fund purchases securities from a
bank or recognized securities dealer and simultaneously commits to resell the
securities to the bank or dealer at an agreed-upon date and price reflecting a
market rate of interest unrelated to the coupon rate or maturity of the pur-
chased securities. Repurchase agreements carry certain risks not associated
with direct investments in securities, including possible decline in the market
value of the underlying securities and delays and costs to the Fund if the
other party to the repurchase agreement becomes insolvent. The Fund intends to
enter into repurchase agreements only with banks and dealers in transactions
believed by Mitchell Hutchins to present minimum credit risks in accordance
with guidelines established by the Corporation's board of directors.
HEDGING STRATEGIES. The Fund may attempt to reduce the overall risk of its
investments (hedge) by using options (both exchange-
14
<PAGE>
traded and over-the-counter) and futures contracts. The Fund's ability to use
these instruments may be limited by market conditions, regulatory limits and
tax considerations. Appendix A to this Prospectus describes the hedging in-
struments that the Fund may use and the Statement of Additional Information
contains further information on these strategies.
The Fund may write (sell) covered put and call options, buy put and call op-
tions, buy and write stock index futures contracts and interest rate futures
contracts and buy put and call options or write covered put and call options
on such futures contracts. Because the Fund intends to use options and futures
for hedging purposes, the Fund may enter into options and futures that approx-
imate (but do not exceed) the full value of its portfolio.
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 strategy for the Fund, the Fund would be in a better position
if it had not hedged at all. The use of these strategies involves certain spe-
cial risks, including (1) the fact that skills needed to use hedging instru-
ments are different from those needed to select the Fund's securities, (2)
possible imperfect correlation, or even no correlation, between price move-
ments 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 pos-
sible 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 devel-
oped. The Fund may use these instruments and techniques to the extent consis-
tent with its investment objective and regulatory and federal tax considera-
tions.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Fund may purchase debt se-
curities, including mortgage-backed securities on a "when-issued basis" or may
purchase or sell securities for delayed delivery. In such transactions, deliv-
ery of the securities occurs beyond normal settlement periods, but the Fund
generally would not pay for such securities or start earning interest on them
until they are delivered. However, when the Fund undertakes a when-issued or
delayed delivery commitment, it immediately assumes the risks of ownership,
including the risk of price fluctuation. Failure to deliver a security pur-
chased by the Fund on a when-issued or delayed delivery basis may result in
the Fund's incurring a loss or missing an opportunity to make an alternative
investment. Depending on market conditions, the Fund's when-issued and delayed
delivery purchase commitments could cause its net asset value per share to be
more volatile, because such securities may increase the amount by which its
total assets, including the value of when-issued and delayed-delivery securi-
ties held by the Fund, exceed its net assets.
ILLIQUID SECURITIES. The Fund may invest up to 10% of its net assets in il-
liquid 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
15
<PAGE>
by the Corporation's board of directors). 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 securi-
ties and the ability to liquidate an investment to satisfy share redemption or-
ders. 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.
OTHER INFORMATION. When Mitchell Hutchins believes unusual circumstances war-
rant a defensive posture, the Fund temporarily may commit all or a portion of
its assets to cash or money market instruments, including repurchase agree-
ments. The Fund also may engage in short sales of securities "against the box"
to defer realization of gains or losses for tax or other purposes and may bor-
row money for temporary purposes, but not in excess of 10% of its total assets.
PURCHASES
GENERAL. Class A shares are sold to investors subject to an initial sales
charge. Class B shares 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 Trans-
fer Agent. Investors may contact a local PaineWebber office to open an account.
The minimum initial investment is $1,000, and the minimum for additional pur-
chases is $100. These minimums may be waived or reduced for investments by em-
ployees of PaineWebber or its affiliates, certain pension plans and retirement
accounts and participants in the Fund's automatic investment plan. Purchase or-
ders will be priced at the net asset value per share next determined (see "Val-
uation 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. Invest-
ment executives and correspondent firms are responsible for transmitting pur-
chase 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 of-
fices. A "Business Day" is any day, Monday through Friday, on which the New
York Stock Exchange, Inc. ("NYSE") is open for business.
16
<PAGE>
PURCHASES THROUGH THE TRANSFER AGENT. Investors who are not PaineWebber cli-
ents 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 table
below.
Mitchell Hutchins may at times agree to reallow a higher discount to
PaineWebber, as exclusive dealer for the Fund's shares, than those shown in the
table below. To the extent PaineWebber or any dealer receives 90% or more of
the sales charge, it may be deemed an "underwriter" under the 1933 Act.
INITIAL SALES CHARGE SCHEDULE--CLASS A SHARES
<TABLE>
<CAPTION>
SALES CHARGE AS A PERCENTAGE OF
---------------------------------------- DISCOUNT TO SELECTED
OFFERING NET AMOUNT INVESTED DEALERS AS A PERCENTAGE OF
AMOUNT OF PURCHASE PRICE (NET ASSET VALUE) OFFERING 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.
SALES CHARGE WAIVERS--CLASS A SHARES. Class A shares are available without a
sales charge through exchanges for Class A shares of most other PaineWebber and
MH/KP mutual funds. See "Exchanges." In addition, Class A shares may be pur-
chased without a sales charge, and exchanges of any Class of shares made with-
out the $5.00 exchange fee, by employees, directors and officers of PaineWebber
or its affiliates, directors or trustees and officers of any PaineWebber or
MH/KP fund, their spouses, parents and children and advisory clients of Mitch-
ell 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 bro-
kerage 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
17
<PAGE>
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 or MH/KP 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 a Fund in-
vestor 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 or MH/KP mutual funds.
An "eligible group of related Fund investors" includes an individual, the in-
dividual'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 eli-
gible group of individuals for the benefit of the individual and/or the indi-
vidual'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 Infor-
mation 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, howev-
er, 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 dis-
tributions or (3) shares redeemed more than six years after their purchase.
Otherwise, redemptions of Class B shares will be subject to a contingent de-
ferred 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:
<TABLE>
<CAPTION>
CONTINGENT DEFERRED
SALES CHARGE AS A
PERCENTAGE OF NET
ASSET VALUE AT
REDEMPTION DURING 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
18
<PAGE>
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 hold-
ing 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 im-
posed 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, realized on the redemption. The amount of any contin-
gent 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 con-
nection 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 survi-
vorship. 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 un-
der Section 403(b) of the Internal Revenue Code following attainment of age 59
1/2; any total or partial redemption resulting from a distribution following
retirement in the case of a tax-qualified retirement plan; and a redemption re-
sulting from a tax-free return of an excess contribution to an IRA.
Contingent deferred sales charge waivers will be granted subject to confirma-
tion (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 sharehold-
er's status or holdings, as the case may be.
PURCHASES OF CLASS D SHARES. The public offering price of the Class D shares
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
the PaineWebber and MH/KP mutual funds listed below, 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 de-
ferred sales charge is imposed on the shares being disposed of, through an ex-
change. However, contingent deferred sales charges may apply to redemptions of
Class B shares acquired through an exchange. Class B shares of MH/KP mutual
funds differ from those of PaineWebber mutual funds. Class B shares of MH/KP
mutual funds are equivalent to Class D shares of PaineWeber mutual funds. Thus,
contingent deferred sales charges are not applicable to redemptions of the
Class B shares of MH/KP mutual funds. 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.
19
<PAGE>
Exchanges are permitted between the Funds and with other PaineWebber MH/KP
mutual funds, including:
Income Funds
. MH/KP ADJUSTABLE RATE GOVERNMENT FUND
. MH/KP GLOBAL FIXED INCOME FUND
. MH/KP GOVERNMENT INCOME FUND
. MH/KP INTERMEDIATE FIXED INCOME FUND
. PW GLOBAL INCOME FUND
. PW HIGH INCOME FUND
. PW INVESTMENT GRADE INCOME FUND
. PW SHORT-TERM U.S. GOVERNMENT INCOME FUND
. PW SHORT-TERM U.S. GOVERNMENT INCOME FUND FOR CREDIT UNIONS
. PW STRATEGIC INCOME FUND
. PW U.S. GOVERNMENT INCOME FUND
Tax-Free Income Funds
. MH/KP MUNICIPAL BOND FUND
. PW CALIFORNIA TAX-FREE INCOME FUND
. PW MUNICIPAL HIGH INCOME FUND
. PW NATIONAL TAX-FREE INCOME FUND
. PW NEW YORK TAX-FREE INCOME FUND
Growth Funds
. MH/KP EMERGING MARKETS EQUITY FUND
. MH/KP GLOBAL EQUITY FUND
. MH/KP SMALL CAP GROWTH FUND
. PW ATLAS GLOBAL GROWTH FUND
. PW CAPITAL APPRECIATION FUND
. PW COMMUNICATIONS & TECHNOLOGY GROWTH FUND
. PW EUROPE GROWTH FUND
. PW GROWTH FUND
. PW REGIONAL FINANCIAL GROWTH FUND
. PW SMALL CAP VALUE FUND
Growth and Income Funds
. MH/KP ASSET ALLOCATION FUND
. MH/KP EQUITY INCOME FUND
. PW ASSET ALLOCATION FUND
. PW GLOBAL ENERGY FUND
. PW GLOBAL GROWTH AND INCOME FUND
. PW GROWTH AND INCOME FUND
. PW UTILITY INCOME FUND
PaineWebber Money Market Fund
PaineWebber clients must place exchange orders through their PaineWebber in-
vestment executives or correspondent firms unless the shares to be exchanged
are held in certificated form. Shareholders who are not PaineWebber clients or
who hold their shares in certificated form must place exchange orders in writ-
ing 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 or-
der 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 settle-
ment date has passed and payment for such shares has been made.
OTHER EXCHANGE INFORMATION. This exchange privilege may be modified or termi-
nated 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 avail
20
<PAGE>
able only in those jurisdictions where the sale of the PaineWebber and MH/KP
fund shares to be acquired may be legally made. Before making any exchange,
shareholders should contact their PaineWebber investment executives or corre-
spondent firms or the Transfer Agent to obtain more information and prospec-
tuses of the PaineWebber and MH/KP 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 Trans-
fer Agent. If a redeeming shareholder owns shares of more than one Class, the
shares will be redeemed in the following order unless the shareholder specifi-
cally 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
shareholder. PaineWebber investment executives and correspondent firms are re-
sponsible 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 re-
quests 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 or-
der." "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 a
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 com-
pany or member of a recognized stock exchange, (3) other supporting legal docu-
ments for estates, trusts, guardianships, custodianships, partnerships and cor-
porations and (4) duly endorsed share certificates, if any. Shareholders are
responsible for ensuring that a request for redemption is received in "good or-
der."
ADDITIONAL INFORMATION ON REDEMPTIONS. A shareholder who holds non-certifi-
cated Fund
21
<PAGE>
shares may have redemption proceeds of $1 million or more wired to the share-
holder'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 exec-
utive 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 ac-
counts, the Fund reserves the right to redeem all Fund shares in any share-
holder 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 re-
duction in net asset value per share.
Shareholders who have redeemed Class A shares may reinstate their Fund ac-
count without a sales charge up to the dollar amount redeemed by purchasing
Class A Fund shares within 365 days of the redemption. To take advantage of
this reinstatement privilege, shareholders must notify their PaineWebber in-
vestment executive or correspondent firm at the time the privilege is exer-
cised.
CONVERSION OF CLASS B SHARES
A shareholder's Class B shares will automatically convert to Class A shares
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 conver-
sion 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.
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 aver-
aging." 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
22
<PAGE>
period. Of course, investing through the automatic investment plan does not as-
sure a profit or protect against loss in declining markets. Additionally, since
the automatic investment plan involves continuous investing regardless of price
levels, an investor should consider his or her financial ability to continue
purchases through periods of low price levels.
SYSTEMATIC WITHDRAWAL PLAN. Shareholders who own Class A or Class D shares
with a value of $5,000 or more or non-certificated Class B shares with a value
of $20,000 or more may have PaineWebber redeem a portion of their shares month-
ly, quarterly or semi-annually under the systematic withdrawal plan. No contin-
gent 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 may not withdraw an amount ex-
ceeding 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 ac-
quired after the election to participate in the systematic withdrawal plan),
less aggregate redemptions made other than pursuant to the systematic with-
drawal 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 Fund shares concurrently with withdrawals are ordinar-
ily 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 es-
tablishing 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 normally 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.
DIVIDENDS AND TAXES
DIVIDENDS. The Fund pays an annual dividend from its net investment income
and net short-term capital gain, if any. Net investment income includes accrued
interest and discount, less amortization of premium and accrued expenses. Sub-
stantially all of the Fund's net capital gain (the excess of net long-term cap-
ital gain over net short-term capital loss), if any, also is distributed at
least annually. The Fund may make additional distributions if necessary to
avoid income or excise taxes.
Dividends and other distributions paid on all Classes of Fund shares are cal-
culated at the same time and in the same manner. Dividends on Class B and Class
D shares are expected to be lower than those for the Class A shares because of
the higher expenses resulting from the
23
<PAGE>
distribution fees borne by 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 re-
quested cash payments. Shareholders who wish to receive dividends and/or capi-
tal 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 appro-
priate 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 and net short-term capital gain)
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 Fund shares) generally are taxable to shareholders as or-
dinary income. Distributions of the Fund's net capital gain (whether paid in
cash or in additional Fund 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 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)
that year and 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 distribu-
tions 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 also is 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 redeem-
ing shareholder, depending upon whether the redemption proceeds payable to the
shareholder are more or less than the shareholder's adjusted basis for the re-
deemed shares (which normally includes any initial sales charge paid on Class A
shares). An exchange of Fund shares for shares of another PaineWebber or MH/KP
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 or MH/KP 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 will be increased, or
loss decreased, by the amount of the sales charge paid when the shares were ac-
quired, and that amount will increase the basis of the PaineWebber or MH/KP
fund shares subsequently acquired. In addition, if Fund shares are purchased
within 30 days before or after redeeming Fund shares (regardless of Class) at a
loss, that loss will not be deductible to the extent the redemption proceeds
are reinvested and will increase the basis of the newly purchased shares.
No gain or loss will be recognized to a shareholder as a result of a conver-
sion of Class B shares into Class A shares.
24
<PAGE>
The foregoing is only a summary of some of the important federal tax consid-
erations 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. Prospec-
tive shareholders are urged to consult their tax advisers.
VALUATION OF SHARES
The net asset value of the Fund's shares fluctuates and is determined sepa-
rately 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 Corporation's board of directors. 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 directors determines that this does not represent
fair value.
MANAGEMENT
The Corporation's board of directors, as part of its overall management re-
sponsibility, oversees various organizations responsible for the Fund's day-to-
day management. Mitchell Hutchins, the Fund's investment adviser and adminis-
trator makes and implements all investment decisions and supervises all aspects
of the Fund's operations. Mitchell Hutchins receives a monthly fee for these
services at the annual rate of 0.75% of the Fund's average daily net assets.
The investment advisory fees paid by the Fund are higher than those paid by
most investment companies, but Mitchell Hutchins believes the fees are compara-
ble to advisory fees paid by funds with similar investment objectives and poli-
cies.
The Fund also pays PaineWebber an annual fee of $4.00 per active shareholder
ac- count held at PaineWebber for certain services not provided by the Transfer
Agent. The Fund incurs other expenses and, for the fiscal year ended February
28, 1995, the Fund's total expenses for its Class A, Class B and Class D
shares, respectively, stated as a percentage of average net assets were as fol-
lows: %, % and %.
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 Paine Webber Group Inc., a publicly owned financial services
holding company. As of May 31, 1995, Mitchell Hutchins was adviser or sub-ad-
viser of investment companies with separate portfolios and aggregate as-
sets of over $ billion.
Karen L. Finkel is primarily responsible for the day-to-day management of the
Blue Chip Growth Fund's portfolio. Mrs. Finkel is a vice president of the Cor-
poration and a first vice president of Mitchell Hutchins. She has held her Fund
responsibilities since January 1991 and has been employed by Mitchell Hutchins
as a portfolio manager for the last five years.
Other members of Mitchell Hutchins' domestic equity and domestic fixed income
investments groups provide input on market
25
<PAGE>
outlook, interest rate forecasts, investment research and other considerations
pertaining to the Funds' investments.
Mitchell Hutchins investment personnel may engage in securities transactions
for their own accounts pursuant to a code of ethics which establishes proce-
dures for personal investing and restricts certain transactions.
DISTRIBUTION ARRANGEMENTS. Mitchell Hutchins is the distributor of Fund
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, 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 0.25% of the average daily net assets of
each Class of shares. The Fund pays Mitchell Hutchins monthly distribution fees
at the annual rate of 0.75% of the average daily net assets of the Class B
shares and the 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
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 execu-
tives to compensate them for shareholder servicing that they perform and re-
tains 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, commu-
nications 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, adver-
tising and printing and distributing prospectuses and other shareholder materi-
als 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 em-
ployee 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 one or more 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 for its sales commissions
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 con-
tracts pertaining to each Class of shares ("Distribution Contracts") obligate
the Fund to pay service
26
<PAGE>
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, the Fund will not be obligated to pay more than those fees and, if Mitch-
ell 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 of the Fund's Plans,
the directors will review the Plan and Mitchell Hutchins' corresponding ex-
penses for each Class separately from the Plans and corresponding expenses for
the other two Classes.
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 com-
pound 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 reflects deduction of the Fund's maximum initial sales charge at the
time of purchase, and standardized return for the Class B shares reflects de-
duction of the applicable contingent deferred sales charge imposed on a redemp-
tion 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 re-
turn calculations assume reinvestment of dividends and other distributions.
The Fund may use other total return presentations in conjunction with stan-
dardized 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 and yield information reflects past performance and does not nec-
essarily indicate future results. Investment return and principal values will
fluctuate, and proceeds upon redemption may be more or less than a sharehold-
er's cost.
GENERAL INFORMATION
PROPOSED REORGANIZATION. The Corporation's board of directors has approved a
proposed Reorganization for submission to the Fund's shareholders at a special
meeting to be held on July , 1995. If the proposed Reorganization is approved
and implemented, the Fund's assets will be acquired and its liabilities assumed
by PaineWebber Growth Fund, a series of PaineWebber Olympus Fund, another open-
end management investment company organized as a business trust under the laws
of the Commonwealth of Massachusetts. As a result of the Reorganization, the
two funds' assets would be combined and each Fund shareholder would, on the
closing date of the transaction, receive a number of full and fractional shares
of the corresponding class of shares of PaineWebber Growth Fund having an ag-
gregate value equal to the value of the shareholder's holdings in the Fund.
Following the Reorganization, the Fund would have neither assets, liabilities
or shareholders, and it would be terminated as soon as practicable.
27
<PAGE>
There can be no assurance that the Fund's shareholders will approve the Reor-
ganization. If the Reorganization is approved, purchases of all Classes of Fund
shares will cease on July , 1995, so that fund shares will no longer be avail-
able for purchase or redemption starting on July , 1995. Redemptions of Fund
shares and exchanges of Fund shares for shares of another PaineWebber or Mitch-
ell Hutchins/Kidder, Peabody mutual fund ("exchange redemptions") may be ef-
fected through the closing date of the Reorganization. Effective , 1995,
the $5.00 service fee on exchange will be waived on all exchange redemptions.
Further information concerning the proposed Reorganization is contained in a
prospectus/proxy statement that has been filed with the SEC and sent to the
Fund's shareholders of record as of , 1995, the record date for the special
meeting of Fund shareholders.
ORGANIZATION. The Corporation is registered with the SEC as a diversified,
open-end management investment company and was incorporated in Maryland on Oc-
tober 29, 1985. The Corporation commenced operations as an investment company
on March 27, 1986. The Corporation has authority to issue 10 billion shares of
common stock of separate series, par value $.001 per share; three billion of
these shares are classified as shares of the Fund, and the remaining shares are
classified as shares of the Corporation's other series.
The shares of common stock of the Fund are divided into three Classes, desig-
nated Class A shares, Class B shares and Class D shares. Each Class represents
interests in the same assets of each Fund. The Classes differ as follows: (1)
each Class of shares has exclusive voting rights on matters 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 automati-
cally convert to Class A shares approximately six years after is-suance; (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; and (5) each Class may bear differing amounts of certain Class-specific
expenses. The Corporation's board of directors does not anticipate that there
will be any conflicts among the interests of the holders of the different Clas-
ses of shares. On an ongoing basis, the board of directors will consider
whether any such conflict exists and, if so, take appropriate action.
The Corporation does not hold annual shareholder meetings. There will nor-
mally be no meetings of shareholders to elect directors unless fewer than a ma-
jority of the directors holding office have been elected by shareholders.
Shareholders of record holding at least two-thirds of the outstanding shares of
the Corporation may remove a director by votes cast in person or by proxy at a
meeting called for that purpose. The directors are required to call a meeting
of shareholders for the purpose of voting upon the question of removal of any
director when so requested in writing by the shareholders of record holding at
least 10% of the Corporation'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 three
Classes, dividends and liquidation proceeds of Class B and Class D shares are
likely to be lower than for the Class A shares. The shares of each series of
the Corporation will be voted separately except when an aggregate vote of all
series is required by the Investment Company Act of 1940.
28
<PAGE>
To avoid additional operating costs and for investor convenience, the Fund no
longer issues 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. PNC Bank, National Association, whose principal
business address is Broad & Chestnut Streets, Land Title Bldg., Philadelphia,
Pennsylvania 19101, serves as custodian of the Fund's assets. PFPC Inc., a
subsidiary of PNC Bank, National Association, whose principal business 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.
29
<PAGE>
APPENDIX A
THE FUND MAY USE THE FOLLOWING HEDGING INSTRUMENTS:
Options on Equity and Debt Securities. 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 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 against payment of the exercise price.
A put option is a similar contract which gives its purchaser, in return for a
premium, the right to sell the underlying security at a specified price during
the term of the option. 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 at the exercise price.
Options on Stock Indices. An index assigns relative values to the securities
included in the index and fluctuates with changes in the market values of such
securities. Index options operate in the same way as more traditional options
except that exercises of index options are effected with cash payment and do
not involve delivery of securities. Thus, upon exercise of an index option, the
purchaser will realize, and the writer will pay, an amount based on the differ-
ence between the exercise price and the closing price of the 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 trad-
ing 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. Gener-
ally, contracts are closed out prior to the expiration date of the contract.
Interest Rate Futures Contracts. An interest rate futures contract is a bi-
lateral agreement pursuant to which one party agrees to make, and the other
party agrees to accept, delivery of the specified type of debt security called
for in the contract at a specified future time and at a specified price. Al-
though interest rate futures contracts by their terms call for actual delivery
or acceptance of debt securities, 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 op-
tions on securities, except that an option on a futures contract gives the pur-
chaser the right, in return for a premium paid, 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, at a spec-
ified 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 accom-
panied 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.
A-1
<PAGE>
[This page intentionally left blank]
<PAGE>
<TABLE>
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 Return this completed form
OPEN A RETIREMENT PLAN ACCOUNT. to: PFPC Inc. P.O. Box 8950
FOR RETIREMENT PLAN FORMS OR FOR Wilmington, DE 19899
ASSISTANCE IN COMPLETING THIS ATTN: PaineWebber Mutual
FORM CONTACT PFPC INC. AT Funds
1-800-647-1568.
PLEASE PRINT
- -------------------------------------------------------------------------------------------
<S> <C>
-----------------------------------------------------------------------
[1] INITIAL INVESTMENT ($1,000 MINIMUM)
-----------------------------------------------------------------------
ENCLOSED IS A CHECK FOR:
$ _______ (payable to PaineWebber Blue Chip Growth Fund) to pur-
chase Class A [_] or Class B [_] or Class D [_] shares.
(Check one Class; if no Class is specified Class A shares will
be purchased)
A SEPARATE CHECK IS REQUIRED FOR YOUR INVESTMENT IN EACH FUND.
-----------------------------------------------------------------------
[2] ACCOUNT REGISTRATION
-----------------------------------------------------------------------
Not valid 1. Individual / /
without ------------------ ------------------ ------------------
signature and First Name Last Name MI Soc. Sec. No.
Soc. Sec. or
Tax ID # on 2. Joint Tenancy / /
accompanying --------------- ------------------ ------------------
Form W-9. First Name Last Name MI Soc. Sec. No.
- --As joint ("Joint Tenants with Rights of Survivorship"
tenants, use unless otherwise specified)
Lines 1 and 2.
- --As 3. Gifts to Minors / /
custodian -------------------------------- ------------------
for a minor, Minor's Name Soc. Sec. No.
use Lines 1
and 3. Under the Uniform Gifts Uniform Transfers
- --In the name -------------------------------------- to Minors Act / to Minors Act
of a State of Residence of Minor
corporation,
trust or 4. Other Registrations
other ---------------------------- ------------------
organization Name Tax Ident. No.
or any
fiduciary 5. If Trust, Date of Trust Instrument:
capacity, use ---------------------
Line 4.
-----------------------------------------------------------------------
[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 capital gain distributions will
be paid in additional Fund shares of the same Class.
</TABLE>
<PAGE>
------------------------------------------------------------------------
[5] SPECIAL OPTIONS (For More Information--Check Appropriate Box)
------------------------------------------------------------------------
[_] Prototype IRA Application [_] Automatic Investment Plan
[_] 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
------------------------------------------------------------------------
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, Partner, Title Date
Trustee, etc.
------------------------------------------------------------------------
[9] INVESTMENT EXECUTIVE IDENTIFICATION (To be Completed By Investment
Executive Only)
------------------------------------------------------------------------
------------------------------------ ------------------------------
Broker No./Name Branch Wire Code
( )
------------------------------------ ------------------------------
Branch Address Telephone
------------------------------------------------------------------------
[10] CORRESPONDENT FIRM IDENTIFICATION (To Be Completed By Correspondent
Firm Only)
------------------------------------------------------------------------
------------------------------------ ------------------------------
Name Address
------------------------------------
MAIL COMPLETED FORM TO YOUR PAINEWEBBER INVESTMENT EXECUTIVE OR
CORRESPONDENT FIRM OR TO: PFPC INC., P.O. BOX 8950, WILMINGTON, DELAWARE
19899.
<PAGE>
Shares of the Funds can be exchanged for shares of the following PaineWebber
("PW") and Mitchell Hutchins/Kidder, Peabody ("MH/KP") Mutual Funds:
INCOME FUNDS
.MH/KP Adjustable Rate Government Fund
.MH/KP Global Fixed Income Fund
.MH/KP Government Income Fund
.MH/KP Intermediate Fixed Income Fund
.PW Global Income Fund
.PW High Income Fund
.PW Investment Grade Income Fund
.PW Short-Term U.S. Government Income Fund
.PW Short-Term U.S. Government
Income Fund for Credit Unions
.PW Strategic Income Fund
.PW U.S. Government Income Fund
TAX-FREE INCOME FUNDS
.MH/KP Municipal Bond Fund
.PW California Tax-Free Income Fund
.PW Municipal High Income Fund
.PW National Tax-Free Income Fund
.PW New York Tax-Free Income Fund
GROWTH FUNDS
.MH/KP Emerging Markets Equity Fund
.MH/KP Global Equity Fund
.MH/KP Small Cap Growth Fund
.PW Atlas Global Growth Fund
.PW Capital Appreciation Fund
.PW Communications & Technology Growth Fund
.PW Europe Growth Fund
.PW Growth Fund
.PW Regional Financial Growth Fund
.PW Small Cap Value Fund
GROWTH AND INCOME FUNDS
.MH/KP Asset Allocation Fund
.MH/KP Equity Income Fund
.PW Asset Allocation Fund
.PW Global Energy Fund
.PW Global Growth and Income Fund
.PW Growth and Income Fund
.PW 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 the prospectus carefully before
investing.
(C) 1995 PaineWebber Incorporated
[RECYCLED PAPER LOGO Recycled
APPEARS HERE] Paper
PAINEWEBBER
BLUE CHIP GROWTH FUND
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary......................................................... 2
Financial Highlights....................................................... 6
Flexible Pricing System.................................................... 10
Investment Objective and Policies.......................................... 11
Purchases ................................................................. 16
Exchanges.................................................................. 19
Redemptions................................................................ 21
Conversion of Class B Shares............................................... 22
Other Services and Information............................................. 22
Dividends and Taxes........................................................ 23
Valuation of Shares........................................................ 25
Management................................................................. 25
Performance Information.................................................... 27
General Information........................................................ 27
Appendix A................................................................. A-1
</TABLE>
PROSPECTUS
July , 1995
- -------------------------
<PAGE>
PAINEWEBBER BLUE CHIP GROWTH FUND
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
STATEMENT OF ADDITIONAL INFORMATION
PaineWebber Blue Chip Growth Fund ("Fund") is a diversified series of
PaineWebber Master Series, Inc. ("Corporation"), a professionally managed
mutual fund. The Fund seeks capital appreciation by investing primarily in
equity securities of large, established U.S. companies. The Fund's investment
adviser, administrator and distributor is Mitchell Hutchins Asset Management
Inc. ("Mitchell Hutchins"), a wholly owned subsidiary of PaineWebber
Incorporated ("PaineWebber"). As distributor for the Fund, Mitchell Hutchins
has appointed PaineWebber to serve as the exclusive dealer for the sale of Fund
shares. This Statement of Additional Information is not a prospectus and should
be read only in conjunction with the Fund's current Prospectus, dated July ,
1995. A copy of the Prospectus may be obtained by calling any PaineWebber
investment executive or correspondent firm or by calling toll-free 1-800-647-
1568. This Statement of Additional Information is dated July , 1995.
INVESTMENT POLICIES AND RESTRICTIONS
The following supplements the information contained in the Prospectus
concerning the Fund's investment policies and limitations.
YIELD FACTORS AND RATINGS. Standard & Poor's Ratings Group ("S&P") and
Moody's Investors Service, Inc. ("Moody's") are private services that provide
ratings of the credit quality of debt obligations. A description of the range
of ratings assigned to debt obligations by Moody's and S&P is included in
Appendix A to this Statement of Additional Information. The Fund may use these
ratings in determining whether to purchase, sell or hold a security. These
ratings represent Moody's and S&P's opinions as to the quality of the debt
obligations that they undertake to rate. It should be emphasized, however, that
ratings are general and are not absolute standards of quality. Consequently,
debt obligations with the same maturity, interest rate and rating may have
different market prices. Subsequent to its purchase by the Fund, an issue of
debt obligations may cease to be rated or its rating may be reduced below the
minimum rating required for purchase by the Fund. Mitchell Hutchins will
consider such an event in determining whether the Fund should continue to hold
the obligation but is not required to dispose of it.
In addition to ratings assigned to individual bond issues, Mitchell Hutchins
will analyze interest rate trends and developments that may affect individual
issuers, including factors such as liquidity, profitability and asset quality.
The yields on bonds and other debt securities in which the Fund invests are
dependent on a variety of factors, including general money market conditions,
general conditions in the bond market, the financial condition of the issuer,
the size of the offering, the maturity of the obligation and its rating. There
is a wide variation in the quality of bonds, both within a particular
classification and between classifications. An issuer's obligations under its
bonds are subject to the provisions of bankruptcy, insolvency and other laws
affecting the rights and
<PAGE>
remedies of bond holders or other creditors of an issuer; litigation or other
conditions may also adversely affect the power or ability of issuers to meet
their obligations for the payment of interest and principal on their bonds.
MORTGAGE-BACKED SECURITIES. The U.S. government securities in which the Fund
may invest include mortgage-backed securities issued or guaranteed by the
Government National Mortgage Association ("Ginnie Mae"), the Federal National
Mortgage Association ("Fannie Mae") or the Federal Home Loan Mortgage
Corporation ("Freddie Mac").
Ginnie Mae guarantees certain mortgage pass-through certificates ("Ginnie Mae
certificates") that are issued by private issuers, generally originators of and
investors in mortgage loans, including savings associations, mortgage bankers,
commercial banks, investment bankers and special purpose entities
(collectively, "Private Mortgage Lenders") and that represent ownership
interests in individual pools of residential mortgage loans. These securities
are designed to provide monthly payments of interest and principal to the
investor. Timely payment of interest and principal is backed by the full faith
and credit of the U.S. government. Each mortgagor's monthly payments to his
lending institution on his residential mortgage are "passed through" to
certificateholders such as a Fund. Mortgage pools consist of whole mortgage
loans or participations in loans. The terms and characteristics of the mortgage
instruments are generally uniform within a pool but may vary among pools.
Lending institutions that originate mortgages for the pools are subject to
certain standards, including credit and other underwriting criteria for
individual mortgages included in the pools.
Fannie Mae facilitates a national secondary market in residential mortgage
loans insured or guaranteed by U.S. government agencies and in privately
insured or uninsured residential mortgage loans (sometimes referred to as
"conventional mortgage loans" or "conventional loans") through its mortgage
purchase and mortgage-backed securities sales activities. Fannie Mae issues
guaranteed mortgage pass-through certificates ("Fannie Mae certificates"),
which represent pro rata shares of all interest and principal payments made and
owed on the underlying pools. Fannie Mae guarantees timely payment of interest
and principal on Fannie Mae certificates. The Fannie Mae guarantee is not
backed by the full faith and credit of the U.S. government.
Freddie Mac also facilitates a national secondary market for conventional
residential and U.S. government-issued mortgage loans through its mortgage
purchase and mortgage-backed securities sales activities. Freddie Mac issues
two types of mortgage pass-through securities: mortgage participation
certificates ("PCs") and guaranteed mortgage certificates ("GMCs"). Each PC
represents a pro rata share of all interest and principal payments made and
owed on the underlying pool. Freddie Mac generally guarantees timely monthly
payment of interest on PCs and the ultimate payment of principal, but it also
has a PC program under which it guarantees timely payment of both principal and
interest. GMCs also represent a pro rata interest in a pool of mortgages. These
instruments, however, pay interest semi-annually and return principal once a
year in guaranteed minimum payments. The Freddie Mac guarantee is not backed by
the full faith and credit of the U.S. government.
ADJUSTABLE RATE AND FLOATING RATE MORTGAGE-BACKED SECURITIES. The Fund may
invest in adjustable rate mortgage ("ARM") and floating rate mortgage-backed
securities. Because the interest rates on ARM and floating rate mortgage-backed
securities are reset in response to changes in a specified market index, the
values of such securities tend to be less sensitive to interest rate
2
<PAGE>
fluctuations than the values of fixed-rate securities. As a result, during
periods of rising interest rates, ARMs generally do not decrease in value as
much as fixed rate securities. Conversely, during periods of declining rates,
ARMs generally do not increase in value as much as fixed rate securities. ARM
mortgage-backed securities represent a right to receive interest payments at a
rate that is adjusted to reflect the interest earned on a pool of ARMs. ARMs
generally provide that the borrower's mortgage interest rate may not be
adjusted above a specified lifetime maximum rate or, in some cases, below a
minimum lifetime rate. In addition, certain ARMs provide for limitations on the
maximum amount by which the mortgage interest rate may adjust for any single
adjustment period. ARMs also may provide for limitations on changes in the
maximum amount by which the borrower's monthly payment may adjust for any
single adjustment period. In the event that a monthly payment is not sufficient
to pay the interest accruing on the ARM, any such excess interest is added to
the mortgage loan ("negative amortization"), which is repaid through future
monthly payments. If the monthly payment exceeds the sum of the interest
accrued at the applicable mortgage interest rate and the principal payment that
would have been necessary to amortize the outstanding principal balance over
the remaining term of the loan, the excess reduces the principal balance of the
ARM. Borrowers under ARMs experiencing negative amortization may take longer to
build up their equity in the underlying property and may be more likely to
default.
The rates of interest payable on certain ARMs, and therefore on certain ARM
mortgage-backed securities, are based on indices, such as the one-year constant
maturity Treasury rate, that reflect changes in market interest rates. Others
are based on indices, such as the 11th District Federal Home Loan Bank Cost of
Funds index ("COFI"), that tend to lag behind changes in market interest rates.
The values of ARM mortgage-backed securities supported by ARMs that adjust
based on lagging indices tend to be somewhat more sensitive to interest rate
fluctuations than those reflecting current interest rate levels, although the
values of such ARM mortgage-backed securities still tend to be less sensitive
to interest rate fluctuations than fixed-rate securities.
Floating rate mortgage-backed securities are classes of mortgage-backed
securities that have been structured to represent the right to receive interest
payments at rates that fluctuate in accordance with an index but that generally
are supported by pools comprised of fixed-rate mortgage loans. As with ARM
mortgage-backed securities, interest rate adjustments on floating rate
mortgage-backed securities may be based on indices that lag behind market
interest rates. Interest rates on floating rate mortgage-backed securities
generally are adjusted monthly. Floating rate mortgage-backed securities are
subject to lifetime interest rate caps, but they generally are not subject to
limitations on monthly or other periodic changes in interest rates or monthly
payments.
SPECIAL CHARACTERISTICS OF MORTGAGE-BACKED SECURITIES. The yield
characteristics of mortgage-backed securities differ from those of traditional
debt securities. Among the major differences are that interest and principal
payments are made more frequently, usually monthly, and that principal may be
prepaid at any time because the underlying mortgage loans or other obligations
generally may be prepaid at any time. As a result, if the securities are
purchased at a premium, a prepayment rate that is faster than expected will
reduce yield to maturity, while a prepayment rate that is slower than expected
will have the opposite effect of increasing yield to maturity. Conversely, if
the securities are purchased at a discount, faster than expected prepayments
will increase, while slower than expected prepayments will reduce, yield to
maturity. Amounts available for reinvestment are likely to be greater during a
period of declining interest rates and are likely to be reinvested at lower
interest rates than during a period of rising interest rates. Accelerated
prepayments on
3
<PAGE>
securities purchased at a premium also impose a risk of loss of principal
because the premium may not have been fully amortized at the time the principal
is repaid in full.
Prepayments on a pool of mortgage loans are influenced by a variety of
economic, geographic, social and other factors, including changes in
mortgagors' housing needs, job transfers, unemployment, mortgagors' net equity
in the mortgaged properties and servicing decisions. Generally, however,
prepayments on fixed-rate mortgage loans will increase during a period of
falling interest rates and decrease during a period of rising interest rates.
Mortgage-backed securities may decrease in value as a result of increases in
interest rates and may benefit less than other fixed-income securities from
declining interest rates because of the risk of prepayment.
REPURCHASE AGREEMENTS. Repurchase agreements are transactions in which the
Fund purchases securities from a bank or recognized securities dealer and
simultaneously commits to resell the securities to the bank or dealer at an
agreed-upon date and price reflecting a market rate of interest unrelated to
the coupon rate or maturity of the purchased securities. The Fund maintains
custody of the underlying securities prior to their repurchase; thus, the
obligation of the bank or dealer to pay the repurchase price on the date agreed
to is, in effect, secured by such securities. If the value of such securities
is less than the repurchase price, plus any agreed-upon additional amount, the
other party to the agreement must provide additional collateral so that at all
times the collateral is at least equal to the repurchase price, plus any
agreed-upon additional amount. The difference between the total amount to be
received upon repurchase of the securities and the price that was paid by the
Fund upon their acquisition is accrued as interest and included in the Fund's
net investment income.
Repurchase agreements carry certain risks not associated with direct
investments in securities, including possible declines in the market value of
the underlying securities and delays and costs to a Fund if the other party to
a repurchase agreement becomes insolvent. The Fund intends to enter into
repurchase agreements only with banks and dealers in transactions believed by
Mitchell Hutchins to present minimal credit risks in accordance with guidelines
established by the Corporation's board of directors. Mitchell Hutchins will
review and monitor the creditworthiness of those institutions under the board's
general supervision.
REVERSE REPURCHASE AGREEMENTS. Although it has no intention of doing so
during the coming year, the Fund may enter into reverse repurchase agreements
with banks and securities dealers up to an aggregate value of not more than 5%
of its total assets. Such agreements involve the sale of securities held by the
Fund subject to the Fund's agreement to repurchase the securities at an agreed-
upon date and price reflecting a market rate of interest. Such agreements are
considered to be borrowings and may be entered into only for temporary or
emergency purposes. While a reverse repurchase agreement is outstanding, the
Fund's custodian segregates assets to cover the Fund's obligations under the
reverse repurchase agreement. See "Investment Policies and Restrictions--
Segregated Accounts."
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. A security purchased on a when-
issued or delayed delivery basis is recorded as an asset on the commitment date
and is subject to changes in market value, generally based upon changes in the
level of interest rates. Thus, fluctuation in the value of the security from
the time of the commitment date will affect the Fund's net asset value. When
the Fund commits to purchase securities on a when-issued or delayed delivery
basis, its custodian segregates assets to cover the amount of the commitment.
See "Investment Policies and
4
<PAGE>
Restrictions--Segregated Accounts." The Fund purchases when-issued securities
only with the intention of taking delivery, but may sell the right to acquire
the security prior to delivery if Mitchell Hutchins deems it advantageous to do
so, which may result in a gain or loss to the Fund.
ILLIQUID SECURITIES. The Fund may invest up to 10% of its net assets in
illiquid securities. The term "illiquid securities" for this purpose means
securities that cannot be disposed of within seven days in the ordinary course
of business at approximately the amount at which the Fund has valued the
securities and includes, among other things, purchased over-the-counter ("OTC")
options, repurchase agreements maturing in more than seven days and restricted
securities other than those Mitchell Hutchins has determined are liquid
pursuant to guidelines established by the Corporation's board of directors. The
assets used as cover for OTC options written by the Fund will be considered
illiquid unless the OTC options are sold to qualified dealers who agree that
the Fund may repurchase any OTC option it writes at a maximum price to be
calculated by a formula set forth in the option agreement. The cover for an OTC
option written subject to this procedure would be considered illiquid only to
the extent that the maximum repurchase price under the formula exceeds the
intrinsic value of the option. Illiquid restricted securities may be sold only
in privately negotiated transactions or in public offerings with respect to
which a registration statement is in effect under the Securities Act of 1933
("1933 Act"). Where registration is required, the Fund may be obligated to pay
all or part of the registration expenses and a considerable period may elapse
between the time of the decision to sell and the time the Fund may be permitted
to sell a security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to sell.
Not all restricted securities are illiquid. In recent years a large
institutional market has developed for certain securities that are not
registered under the 1933 Act, including private placements, repurchase
agreements, commercial paper, foreign securities and corporate bonds and notes.
These instruments are often restricted securities because the securities are
sold in transactions not requiring registration. Institutional investors
generally will not seek to sell these instruments to the general public, but
instead will often depend either on an efficient institutional market in which
such unregistered securities can be readily resold or on an issuer's ability to
honor a demand for repayment. Therefore, the fact that there are contractual or
legal restrictions on resale to the general public or certain institutions is
not dispositive of the liquidity of such investments.
Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
that might develop as a result of Rule 144A could provide both readily
ascertainable values for restricted securities and the ability to liquidate an
investment to satisfy share redemption orders. Such markets might include
automated systems for the trading, clearance and settlement of unregistered
securities of domestic and foreign issuers, such as the PORTAL System sponsored
by the National Association of Securities Dealers, Inc. 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 and the Fund might be unable to dispose of such
securities promptly or at favorable prices.
The board of directors has delegated the function of making day-to-day
determinations of liquidity to Mitchell Hutchins, pursuant to guidelines
approved by the board. Mitchell Hutchins takes into account a number of factors
in reaching liquidity decisions, including (1) the frequency of trades for the
security, (2) the number of dealers that make quotes for the security, (3) the
number
5
<PAGE>
of dealers that have undertaken to make a market in the security, (4) the
number of other potential purchasers and (5) the nature of the security and how
trading is effected (e.g., the time needed to sell the security, how offers are
solicited and the mechanics of transfer). Mitchell Hutchins will monitor the
liquidity of restricted securities in the Fund's portfolio and report
periodically on such decisions to the board of directors.
SPECIAL CONSIDERATIONS RELATING TO FOREIGN SECURITIES. To the extent the Fund
holds securities of foreign issuers, such securities may not be registered with
the Securities and Exchange Commission ("SEC"), nor are the issuers thereof
subject to its reporting requirements. Accordingly, there may be less publicly
available information concerning foreign issuers of securities held by the Fund
than is available concerning U.S. companies. Foreign companies are not
generally subject to uniform accounting, auditing and financial reporting
standards or to other regulatory requirements comparable to those applicable to
U.S. companies.
The Fund invests in securities of foreign issuers only if such securities are
traded in the U.S. securities markets directly or through American Depository
Receipts ("ADRs"). Generally, ADRs, in registered form, are denominated in U.S.
dollars and are designed for use in the U.S. securities markets. ADRs are
receipts typically issued by a U.S. bank or trust company evidencing ownership
of the underlying securities. For purposes of the Fund's investment policies,
ADRs are deemed to have the same classification as the underlying securities
they represent. Thus, an ADR evidencing ownership of common stock will be
treated as common stock.
Investment income on certain foreign securities in which the Fund may invest
may be subject to foreign withholding or other taxes that could reduce the
return on these securities. Tax treaties between the United States and foreign
countries, however, may reduce or eliminate the amount of foreign taxes to
which the Fund would be subject.
CONVERTIBLE SECURITIES. The Fund is permitted to invest in convertible
securities. A convertible security is a bond, debenture, note, preferred stock
or other security that may be converted into or exchanged for a prescribed
amount of common stock of the same or a different issuer within a particular
period of time at a specified price or formula. A convertible security entitles
the holder to receive interest paid or accrued on debt or the dividend paid on
preferred stock until the convertible security matures or is redeemed,
converted or exchanged. Before conversion, convertible securities have
characteristics similar to non-convertible debt securities in that they
ordinarily provide a stable stream of income with generally higher yields than
those of common stocks of the same or similar issuers. Convertible securities
rank senior to common stock in a corporation's capital structure but are
usually subordinated to comparable non-convertible securities. While no
securities investment is without some risk, investments in convertible
securities generally entail less risk than the issuer's common stock, although
the extent to which such risk is reduced depends in large measure upon the
degree to which the convertible security sells above its value as a fixed
income security. Convertible securities have unique investment characteristics
in that they generally (1) have higher yields than common stocks, but lower
yields than comparable non-convertible securities, (2) are less subject to
fluctuation in value than the underlying stock because they have fixed income
characteristics and (3) provide the potential for capital appreciation if the
market price of the underlying common stock increases.
The value of a convertible security is a function of its "investment value"
(determined by its yield comparison with the yields of other securities of
comparable maturity and quality that do not
6
<PAGE>
have a conversion privilege) and its "conversion value" (the security's worth,
at market value, if converted into the underlying common stock). The
investment value of a convertible security is influenced by changes in
interest rates, with investment value declining as interest rates increase and
increasing as interest rates decline. The credit standing of the issuer and
other factors also may have an effect on the convertible security's investment
value. The conversion value of a convertible security is determined by the
market price of the underlying common stock. If the conversion value is low
relative to the investment value, the price of the convertible security is
governed principally by its investment value and generally the conversion
value decreases as the convertible security approaches maturity. To the extent
the market price of the underlying common stock approaches or exceeds the
conversion price, the price of the convertible security will be increasingly
influenced by its conversion value. In addition, a convertible security
generally will sell at a premium over its conversion value determined by the
extent to which investors place value on the right to acquire the underlying
common stock while holding a fixed income security.
SHORT SALES "AGAINST THE BOX". As indicated in the Prospectus, the Fund may
engage in short sales of securities it owns or has the right to acquire at no
added cost through conversion or exchange of other securities it owns (short
sales "against the box") to defer realization of gains or losses for tax or
other purposes. To make delivery to the purchaser in a short sale, the
executing broker borrows the securities being sold short on behalf of the
Fund, and the Fund is obligated to replace the securities borrowed at a date
in the future. When the Fund sells short, it will establish a margin account
with the broker effecting the short sale, and will deposit collateral with the
broker. In addition, the Fund will maintain with its custodian, in a
segregated account, the securities that could be used to cover the short sale.
The Fund will incur transaction costs, including interest expense, in
connection with opening, maintaining and closing short sales against the box.
The Fund might make a short sale "against the box" in order to hedge against
market risks when Mitchell Hutchins believes that the price of a security may
decline, thereby causing a decline in the value of a security owned by the
Fund or a security convertible into or exchangeable for a security owned by
the Fund, or when Mitchell Hutchins wants to sell a security that the Fund
owns at a current price, but also wishes to defer recognition of gain or loss
for federal income tax purposes. In such case, any loss in the Fund's long
position after the short sale should be reduced by a gain in the short
position. Conversely, any gain in the long position should be reduced by a
loss in the short position. The extent to which gains or losses in the long
position are reduced will depend upon the amount of the securities sold short
relative to the amount of the securities the Fund owns, either directly or
indirectly, and in the case where the Fund owns convertible securities,
changes in the investment values or conversion premiums of such securities.
SEGREGATED ACCOUNTS. When the Fund enters into certain transactions that
involve obligations to make future payments to third parties, including the
purchase of securities on a when-issued or delayed delivery basis or reverse
repurchase agreements, the Fund will maintain with an approved custodian in a
segregated account cash, U.S. government securities or other liquid high-grade
debt securities, marked to market daily, in an amount at least equal to the
Fund's obligation or commitment under such transactions. As described below
under "Hedging Strategies," segregated accounts may also be required in
connection with certain transactions involving options or futures contacts.
LENDING OF PORTFOLIO SECURITIES. The Fund is authorized to lend up to 10% of
the total value of its portfolio securities, to broker-dealers or
institutional investors Mitchell Hutchins deems qualified, but only when the
borrower maintains with the Fund's custodian bank collateral either in cash or
money market instruments, marked to market daily, in an amount at least equal
to the market value of the securities loaned plus accrued interest and
dividends. In determining whether
7
<PAGE>
to lend securities to a particular broker-dealer or institutional investor,
Mitchell Hutchins will consider, and during the period of the loan will
monitor, all relevant facts and circumstances, including the creditworthiness
of the borrower. The Fund will retain authority to terminate any loans at any
time. The Fund may pay reasonable administrative and custodial fees in
connection with a loan and may pay a negotiated portion of the interest earned
on the cash or equivalent collateral to the borrower or placing broker. The
Fund will receive reasonable interest on the loan or a flat fee from the
borrower and amounts equivalent to any dividends, interest or other
distributions on the securities loaned. The Fund will regain record ownership
of securities loaned in order to exercise beneficial rights, such as voting
rights, subscription rights, and rights to dividends, interest, or other
distributions, when regaining such rights is considered to be in the Fund's
interest. The Fund does not intend to lend portfolio securities in the coming
year.
INVESTMENT LIMITATIONS
The Fund may not (1) issue senior securities or borrow money, except from
banks for temporary purposes and except for reverse repurchase agreements, and
then in an aggregate amount not in excess of 10% of the total asset value of
the Fund at the time of such borrowing; provided further that the Fund will not
purchase securities while borrowings (including reverse repurchase agreements)
in excess of 5% of the total asset value of the Fund are outstanding; (2) make
an investment in any one industry if the investment would cause the value of
such investments at the time of purchase in such industry to be 25% or more of
the total assets of the Fund taken at market value; (3) purchase securities of
any one issuer if as a result more than 5% of the Fund's total assets would be
invested in such issuer or the Fund would own or hold 10% of the outstanding
securities of that issuer, except that up to 25% of the Fund's total assets may
be invested without regard to this limitation and provided that this limitation
does not apply to securities issued or guaranteed by the U.S. government, its
agencies and instrumentalities; (4) purchase securities on margin except for
short-term credit necessary for clearance of portfolio transactions and except
that the Fund may make margin deposits in connection with its use of options,
futures contracts and options on futures contracts; (5) underwrite securities
of other issuers, except to the extent that, in connection with the disposition
of portfolio securities, the Fund may be deemed an underwriter under federal
securities laws; (6) make short sales of securities or maintain a short
position except that the Fund may (a) make short sales and may maintain short
positions in connection with its use of options, futures contracts and options
on futures contracts and (b) sell short "'against the box;" (7) purchase or
sell real estate, provided that the Fund may invest in securities secured by
real estate or interests therein or issued by companies which invest in real
estate or interests therein; (8) purchase or sell commodities or commodity
contracts except that the Fund may purchase or sell stock index futures and
interest rate futures and options thereon for hedging purposes; (9) invest in
oil, gas or mineral-related programs or leases; (10) make loans, except through
loans of portfolio securities and except through repurchase agreements,
provided that for purposes of this restriction the acquisition of bonds,
debentures, or other corporate debt securities and investment in government
obligations, short-term commercial paper, certificates of deposit and bankers'
acceptances shall not be deemed to be the making of a loan; or (11) purchase
any securities issued by any other investment company, except by purchase in
the open market where no commission or profit, other than a customary broker's
commission, is earned by any sponsor or dealer associated with the investment
company whose shares are acquired as a result of such purchase, provided that
such securities in the aggregate at the time of purchase do not represent more
than 10% of the total assets of the Fund and except in connection, with the
merger, consolidation or acquisition of all the securities or assets of such an
issuer.
8
<PAGE>
The foregoing fundamental investment limitations cannot be changed without
the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares of the Fund or (2) 67% or more of the shares present at a shareholders'
meeting if more than 50% of the outstanding shares are represented at the
meeting in person or by proxy. If a percentage restriction is adhered to at the
time of an investment or transaction, a later increase or decrease in
percentage resulting from a change in values of portfolio securities or amount
of total assets will not be considered a violation of any of the foregoing
limitations.
The following investment restrictions may be changed by the vote of the
Corporation's board of directors without shareholder approval. The Fund may not
(1) purchase or retain the securities of any issuer if, to the knowledge of the
Fund's management, the officers and directors of the Corporation and Mitchell
Hutchins (each owning beneficially more than 1/2 of 1% of the outstanding
securities of the issuer) own in the aggregate more than 5% of the securities
of such issuer; (2) make investments in warrants, if such investments, valued
at the lower of cost or market, exceed 5% of the value of the Fund's net
assets, which amount may include warrants that are not listed on the New York
Stock Exchange, Inc. ("NYSE") or the American Stock Exchange, Inc. ("AMEX"),
provided that such unlisted warrants, valued at the lower of cost or market, do
not exceed 2% of the Fund's net assets, and further provided that this
restriction does not apply to warrants attached to, or sold as a unit with,
other securities; (3) invest more than 10% of its net assets in illiquid
securities, a term which means securities that cannot be disposed of within
seven days in the ordinary course of business at approximately the amount at
which the Fund has valued the securities and includes, among other things,
repurchase agreements maturing in more than seven days; (4) purchase any
security if as a result more than 5% of the value of the Fund's total assets
would be invested in securities of companies that together with any
predecessors have been in continuous operation for less than three years; or
(5) invest more than 35% of its total assets in debt securities rated Ba or
lower by Moody's or BB or lower by S&P, comparably rated by another NRSRO or
determined by Mitchell Hutchins to be of comparable quality. This non-
fundamental policy (5) can be changed only upon 30 days' advance notice to
shareholders.
The Fund will continue to interpret fundamental investment limitation (7) to
prohibit investment in real estate limited partnerships.
HEDGING STRATEGIES
As discussed in the Prospectus, Mitchell Hutchins may use a variety of
financial instruments ("Hedging Instruments"), including certain options,
futures contracts (sometimes referred to as "futures") and options on futures
contracts, to attempt to hedge the portfolio of the Fund. The particular
Hedging Instruments are described in Appendix A to the Prospectus.
Hedging strategies can be broadly categorized as "short hedges" and "long
hedges." A short hedge is a purchase or sale of a Hedging Instrument intended
partially or fully to offset potential declines in the value of one or more
investments held in the Fund's portfolio. Thus, in a short hedge the Fund takes
a position in a Hedging Instrument whose price is expected to move in the
opposite direction of the price of the investment being hedged. For example,
the Fund might purchase a put option on a security to hedge against a potential
decline in the value of that security. If the price of the security declined
below the exercise price of the put, the Fund could exercise the put and thus
limit its loss below the exercise price to the premium paid plus transaction
costs. In the alternative, because the value of the put option can be expected
to increase as the value of the
9
<PAGE>
underlying security declines, the Fund might be able to close out the put
option and realize a gain to offset the decline in the value of the security.
Conversely, a long hedge is a purchase or sale of a Hedging Instrument
intended partially or fully to offset potential increases in the acquisition
cost of one or more investments that the Fund intends to acquire. Thus, in a
long hedge the Fund takes a position in a Hedging Instrument whose price is
expected to move in the same direction as the price of the prospective
investment being hedged. For example, the Fund might purchase a call option on
a security it intends to purchase in order to hedge against an increase in the
cost of the security. If the price of the security increased above the
exercise price of the call, the Fund could exercise the call and thus limit
its acquisition cost to the exercise price plus the premium paid and
transaction costs. Alternatively, the Fund might be able to offset the price
increase by closing out an appreciated call option and realizing a gain.
Hedging Instruments on securities generally are used to hedge against price
movements in one or more particular securities positions that the Fund owns or
intends to acquire. Hedging Instruments on stock indices, in contrast,
generally are used to hedge against price movements in broad equity market
sectors in which the Fund has invested or expects to invest. Hedging
Instruments on debt securities may be used to hedge either individual
securities or broad fixed income market sectors.
The use of Hedging Instruments is subject to applicable regulations of the
SEC, the several options and futures exchanges upon which they are traded, the
Commodity Futures Trading Commission ("CFTC") and various state regulatory
authorities. In addition, the Fund's ability to use Hedging Instruments will
be limited by tax considerations. See "Taxes."
In addition to the products, strategies and risks described below and in the
Prospectus, Mitchell Hutchins expects to discover additional opportunities in
connection with options, futures contracts and other hedging techniques. These
new opportunities may become available as Mitchell Hutchins develops new
techniques, as regulatory authorities broaden the range of permitted
transactions and as new options, futures contracts or other techniques are
developed. Mitchell Hutchins may utilize these opportunities to the extent
that they are consistent with the Fund's investment objective and permitted by
the Fund's investment limitations and applicable regulatory authorities. The
Fund's Prospectus or Statement of Additional Information will be supplemented
to the extent that new products or techniques involve materially different
risks than those described below or in the Prospectus.
SPECIAL RISKS OF HEDGING STRATEGIES. The use of Hedging Instruments involves
special considerations and risks, as described below. Risks pertaining to
particular Hedging Instruments are described in the sections that follow.
(1) Successful use of most Hedging Instruments depends upon Mitchell
Hutchins' ability to predict movements of the overall securities and interest
rate markets, which requires different skills than predicting changes in the
prices of individual securities. While Mitchell Hutchins is experienced in the
use of Hedging Instruments, there can be no assurance that any particular
hedging strategy adopted will succeed.
(2) There might be imperfect correlation, or even no correlation, between
price movements of a Hedging Instrument and price movements of the investments
being hedged. For example, if the value of a Hedging Instrument used in a
short hedge increased by less than the decline in value
10
<PAGE>
of the hedged investment, the hedge would not be fully successful. Such a lack
of correlation might occur due to factors unrelated to the value of the
investments being hedged, such as speculative or other pressures on the
markets in which Hedging Instruments are traded. The effectiveness of hedges
using Hedging Instruments on indices will depend on the degree of correlation
between price movements in the index and price movements in the securities
being hedged.
(3) Hedging strategies, if successful, can reduce risk of loss by wholly or
partially offsetting the negative effect of unfavorable price movements in the
investments being hedged. However, hedging strategies can also reduce
opportunity for gain by offsetting the positive effect of favorable price
movements in the hedged investments. For example, if the Fund entered in a
short hedge because Mitchell Hutchins projected a decline in the price of a
security in the Fund's portfolio, and the price of that security increased
instead, the gain from that increase might be wholly or partially offset by a
decline in the price of the Hedging Instrument. Moreover, if the price of the
Hedging Instrument declined by more than the increase in the price of the
security, the Fund could suffer a loss. In either such case, the Fund would
have been in a better position had it not hedged at all.
(4) As described below, the Fund might be required to maintain assets as
"cover," maintain segregated accounts or make margin payments when it takes
positions in Hedging Instruments involving obligations to third parties (i.e.,
Hedging Instruments other than purchased options). If the Fund were unable to
close out its positions in such Hedging Instruments, it might be required to
continue to maintain such assets or accounts or make such payments until the
position expired or matured. These requirements might impair the Fund's
ability to sell a portfolio security or make an investment at a time when it
would otherwise be favorable to do so, or require that the Fund sell a
portfolio security at a disadvantageous time. The Fund's ability to close out
a position in a Hedging Instrument prior to expiration or maturity depends on
the existence of a liquid secondary market or, in the absence of such a
market, the ability and willingness of a contra party to enter into a
transaction closing out the position. Therefore, there is no assurance that
any hedging position can be closed out at a time and price that is favorable
to the Fund.
COVER FOR HEDGING STRATEGIES. Transactions using Hedging Instruments, other
than purchased options, expose the Fund to an obligation to another party. The
Fund will not enter into any such transactions unless it owns either (1) an
offsetting ("covered") position in securities or other options or futures
contracts or (2) cash and short-term liquid debt securities, with a value
sufficient at all times to cover its potential obligations to the extent not
covered as provided in (1) above. The Fund will comply with SEC guidelines
regarding cover for hedging transactions and will, if the guidelines so
require, set aside cash, U.S. government securities or other liquid, high-
grade debt securities in a segregated account with its custodian in the
prescribed amount.
Assets used as cover or held in a segregated account cannot be sold while
the position in the corresponding Hedging Instrument is open, unless they are
replaced with similar assets. As a result, the commitment of a large portion
of the Fund's assets to cover or segregated accounts could impede portfolio
management or the Fund's ability to meet redemption requests or other current
obligations.
OPTIONS. The Fund may purchase put and call options, and write (sell)
covered put and call options on debt securities, equity securities and stock
indices. The purchase of call options serves as a long hedge, and the purchase
of put options serves as a short hedge. Writing covered put options serves as
a limited long hedge because increases in the value of the hedged instrument
would be offset to the extent of the premium received for writing the option.
However, if the market price of the
11
<PAGE>
security underlying a covered put option declines to less than the exercise
price of the option, minus the premium received, the Fund would expect to
suffer a loss. Writing covered call options serves as a limited short hedge,
because declines in the value of the hedged investment would be offset to the
extent of the premium received for writing the option. However, if the
security appreciates to a price higher than the exercise price of the call
option, it can be expected that the option will be exercised and the Fund will
be obligated to sell the security at less than its market value. The
securities or other assets used as cover for options written by the Fund would
be considered illiquid to the extent described under "Investment Policies and
Restrictions--Illiquid Securities."
The value of an option position will reflect, among other things, the
current market value of the underlying investment, the time remaining until
expiration, the relationship of the exercise price to the market price of the
underlying investment, the historical price volatility of the underlying
investment and general market conditions. Options normally have expiration
dates of up to nine months. Options that expire unexercised have no value.
The Fund may effectively terminate its right or obligation under an option
by entering into a closing transaction. For example, the Fund may terminate
its obligation under a call or put option that it had written by purchasing an
identical call or put option; this is known as a closing purchase transaction.
Conversely, the Fund may terminate a position in a put or call option it had
purchased by writing an identical put or call option; this is known as a
closing sale transaction. Closing transactions permit the Fund to realize
profits or limit losses on an option position prior to its exercise or
expiration.
The Fund may purchase or write both exchange-traded and OTC options.
Currently, many options on equity securities are exchange-traded. Exchange
markets for options on debt securities exist but are relatively new, and these
instruments are primarily traded on the OTC market. Exchange-traded options in
the United States are issued by a clearing organization affiliated with the
exchange on which the option is listed which, in effect, guarantees completion
of every exchange-traded option transaction. In contrast, OTC options are
contracts between the Fund and its contra party (usually a securities dealer
or a bank) with no clearing organization guarantee. Thus, when the Fund
purchases or writes an OTC option, it relies on the contra party to make or
take delivery of the underlying investment upon exercise of the option.
Failure by the contra party to do so would result in the loss of any premium
paid by the Fund as well as the loss of any expected benefit of the
transaction. The Fund will enter into OTC option transactions only with contra
parties that have a net worth of at least $20 million.
Generally, the OTC debt options used by the Fund are European-style options.
This means that the option is only exercisable immediately prior to its
expiration. This is in contrast to American-style options, which are
exercisable at any time prior to the expiration date of the option.
The Fund's ability to establish and close out positions in exchange-listed
options depends on the existence of a liquid market. The Fund intends to
purchase or write only those exchange-traded options for which there appears
to be a liquid secondary market. However, there can be no assurance that such
a market will exist at any particular time. Closing transactions can be made
for OTC options only by negotiating directly with the contra party, or by a
transaction in the secondary market if any such market exists. Although the
Fund will enter into OTC options only with contra parties that are expected to
be capable of entering into closing transactions with the Fund, there is no
assurance that the Fund will in fact be able to close out an OTC option
position at a favorable
12
<PAGE>
price prior to expiration. In the event of insolvency of the contra party, the
Fund might be unable to close out an OTC option position at any time prior to
its expiration.
If the Fund were unable to effect a closing transaction for an option it had
purchased, it would have to exercise the option to realize any profit. The
inability to enter into a closing purchase transition for a covered call
option written by the Fund could cause material losses because the Fund would
be unable to sell the investment used as cover for the written option until
the option expires or is exercised.
GUIDELINES FOR OPTIONS. The Fund's use of options is governed by the
following guidelines, which can be changed by the Corporation's board of
directors without shareholder vote:
(1) The Fund may purchase a put or call option, including any straddles or
spreads, only if the value of its premium, when aggregated with the premiums
on all other options held by the Fund, does not exceed 5% of the Fund's total
assets.
(2) The aggregate value of securities underlying put options written by the
Fund, determined as of the date the put options are written, will not exceed
50% of the Fund's net assets.
(3) The aggregate premiums paid on all options (including options on
securities and stock indices and options on futures contracts) purchased by
the Fund that are held at any time will not exceed 20% of the Fund's net
assets.
FUTURES. The purchase of futures or call options thereon can serve as a long
hedge, and the sale of futures or the purchase of put options thereon can
serve as a short hedge. Writing covered call options on futures contracts can
serve as a limited short hedge, and writing covered put options on futures
contracts can serve as a limited long hedge, using a strategy similar to that
used for writing covered options on securities or indices.
No price is paid upon entering into a futures contract. Instead, at the
inception of a futures contract the Fund is required to deposit in a
segregated account with its custodian, in the name of the futures broker
through whom the transaction was effected, "initial margin" consisting of
cash, U.S. government securities or other liquid, high-grade debt securities,
in an amount generally equal to 10% or less of the contract value. Margin must
also be deposited when writing a call option on a futures contract, in
accordance with applicable exchange rules. Unlike margin in securities
transactions, initial margin on futures contracts does not represent a
borrowing, but rather is in the nature of a performance bond or good-faith
deposit that is returned to the Fund at the termination of the transaction if
all contractual obligations have been satisfied. Under certain circumstances,
such as periods of high volatility, the Fund may be required by an exchange to
increase the level of its initial margin payment, and initial margin
requirements might be increased generally in the future by regulatory action.
Subsequent "variation margin" payments are made to and from the futures
broker daily as the value of the futures position varies, a process known as
"marking to market." Variation margin does not involve borrowing, but rather
represents a daily settlement of the Fund's obligations to or from a futures
broker. When the Fund purchases an option on a future, the premium paid plus
transaction costs is all that is at risk. In contrast, when the Fund purchases
or sells a futures contract or writes a put or call option thereon, it is
subject to daily variation margin calls that could be substantial in the event
of adverse price movements. If the Fund has insufficient cash to meet daily
variation margin requirements, it might need to sell securities at a time when
such sales are disadvantageous.
13
<PAGE>
Holders and writers of futures positions and options on futures can enter
into offsetting closing transactions, similar to closing transactions on
options, by selling or purchasing, respectively, an instrument identical to the
instrument held or written. Positions in futures and options on futures may be
closed only on an exchange or board of trade that provides a secondary market.
The Fund intends to enter into futures transactions only on exchanges or boards
of trade where there appears to be a liquid secondary market.
Under certain circumstances, futures exchanges may establish daily limits on
the amount that the price of a future or related option can vary from the
previous day's settlement price; once that limit is reached, no trades may be
made that day at a price beyond the limit. Daily price limits do not limit
potential losses because prices could move to the daily limit for several
consecutive days with little or no trading, thereby preventing liquidation of
unfavorable positions.
If the Fund were unable to liquidate a futures or related options position
due to the absence of a liquid secondary market or the imposition of price
limits, it could incur substantial losses. The Fund would continue to be
subject to market risk with respect to the position. In addition, except in the
case of purchased options, the Fund would continue to be required to make daily
variation margin payments and might be required to maintain the position being
hedged by the future or option or to maintain cash or securities in a
segregated account.
Certain characteristics of the futures market might increase the risk that
movements in the prices of futures contracts or related options might not
correlate perfectly with movements in the prices of the investments being
hedged. For example, all participants in the futures and related options
markets are subject to daily variation margin calls and might be compelled to
liquidate futures or related options positions whose prices are moving
unfavorably to avoid being subject to further calls. These liquidations could
increase price volatility of the instruments and distort the normal price
relationship between the futures or options and the investments being hedged.
Also, because initial margin deposit requirements in the futures market are
less onerous than margin requirements in the securities markets, there might be
increased participation by speculators in the futures markets. This
participation also might cause temporary price distortions. In addition,
activities of large traders in both futures and securities markets involving
arbitrage, "program trading" and other investment strategies might result in
temporary price distortions.
GUIDELINES FOR FUTURES AND RELATED OPTIONS. The Fund's use of futures and
related options is governed by the following guidelines, which can be changed
by the Corporation's board of directors without shareholder vote:
1. To the extent the Fund enters into futures contracts and options on
futures positions that are not for bona fide hedging purposes (as defined by
the CFTC), the aggregate initial margin and premiums on those positions
(excluding the amount by which options are "in-the-money") may not exceed 5% of
the Fund's net assets.
2. The aggregate premiums paid on all options (including options on
securities and stock indices and options on futures contracts) purchased by the
Fund that are held at any time will not exceed 20% of the Fund's net assets.
3. The aggregate margin deposits on all futures contracts and options thereon
held at any time by the Fund will not exceed 5% of the Fund's total assets.
14
<PAGE>
DIRECTORS AND OFFICERS
The directors and executive officers of the Corporation, their business
addresses and principal occupations during the past five years are:
<TABLE>
<CAPTION>
POSITION BUSINESS EXPERIENCE;
NAME AND ADDRESS*; AGE WITH THE CORPORATION OTHER DIRECTORSHIPS
---------------------- -------------------- --------------------
<S> <C> <C>
E. Garrett Bewkes, Jr.; Director and Chairman of Mr. Bewkes is a director of Paine
68** the Board Webber Group Inc. ("PW Group")
(holding company of PaineWebber and
Mitchell Hutchins) and a consultant
to PW Group. Prior to 1988, he was
chairman of the board, president
and chief executive officer of
American Bakeries Company. Mr.
Bewkes is also a director of Inter-
state Bakeries Corporation and
NaPro BioTherapeutics, Inc. and a
director or trustee of 26 other in-
vestment companies for which Mitch-
ell Hutchins or PaineWebber serves
as investment adviser.
Meyer Feldberg; 52 Director Mr. Feldberg is Dean and Professor
Columbia University of Management of the Graduate
101 Uris Hall School of Business, Columbia Uni-
New York, New York 10027 versity. Prior to 1989, he was
president of the Illinois Institute
of Technology. Dean Feldberg is
also a director of AMSCO Interna-
tional Inc., Federated Department
Stores Inc., Inco Homes Corporation
and New World Communications Group
Incorporated and he is a director
or trustee of 18 other investment
companies for which Mitchell
Hutchins or PaineWebber serves as
an investment adviser.
George W. Gowen; 65 Director Mr. Gowen is a partner in the law
666 Third Avenue firm of Dunnington, Bartholow &
New York, New York 10017 Miller. Prior to May 1994 he was a
partner in the law firm of Fryer,
Ross & Gowen. Mr. Gowen is also a
director of Columbia Real Estate
Investments, Inc. and a director or
trustee of 16 other investment com-
panies for which Mitchell Hutchins
or PaineWebber serves as investment
adviser.
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
POSITION BUSINESS EXPERIENCE;
NAME AND ADDRESS*; AGE WITH THE CORPORATION OTHER DIRECTORSHIPS
---------------------- -------------------- --------------------
<S> <C> <C>
Frederic V. Malek; 58 Director Mr. Malek is chairman of Thayer Cap-
901 15th Street, N.W. ital Partners (investment bank) and
Suite 300 a co-chairman and director of CB
Washington, D.C. 20005 Commercial Group Inc. (real es-
tate). From January 1992 to Novem-
ber 1992, he was campaign manager
of Bush-Quayle '92. From 1990 to
1992, he was vice chairman and,
from 1989 to 1990, he was president
of Northwest Airlines Inc., NWA
Inc. (holding company of Northwest
Airlines Inc.) and Wings Holdings
Inc. (holding company of NWA Inc.).
Prior to 1989, he was employed by
the Marriott Corporation (hotels,
restaurants, airline catering and
contract feeding), where he most
recently was an executive vice
president and president of Marriott
Hotels and Resorts. Mr. Malek is
also a director of American Manage-
ment Systems, Inc., Automatic Data
Processing, Inc., Avis, Inc., FPL
Group, Inc., ICF International,
Manor Care, Inc., National Educa-
tion Corporation and Northwest Air-
lines Inc. and a director or
trustee of 16 other investment com-
panies for which Mitchell Hutchins
or PaineWebber serves as investment
adviser.
Frank P. L. Minard; 49** Director Mr. Minard is chairman of the board
of Mitchell Hutchins, chairman of
the board of Mitchell Hutchins In-
stitutional Investors Inc. and a
director of PaineWebber. Prior to
1993, Mr. Minard was managing di-
rector of Oppenheimer Capital in
New York and Director of Oppen-
heimer Capi- tal Ltd. in London.
Mr. Minard is also a director or
trustee of 19 other investment com-
panies for which Mitchell Hutchins
or PaineWebber serves as investment
adviser.
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
POSITION BUSINESS EXPERIENCE;
NAME AND ADDRESS*; AGE WITH THE CORPORATION OTHER DIRECTORSHIPS
---------------------- -------------------- --------------------
<S> <C> <C>
Judith Davidson Moyers; Director Mrs. Moyers is president of Public
59 Affairs Television, Inc., an educa-
Public Affairs Televi- tional consultant and a home econo-
sion mist. Mrs. Moyers is also a direc-
356 W. 58th Street tor of Ogden Corporation and a di-
New York, New York 10019 rector or trustee of 16 other in-
vestment companies for which Mitch-
ell Hutchins or PaineWebber serves
as investment adviser.
Thomas F. Murray; 84 Director Mr. Murray is a real estate and fi-
400 Park Avenue nancial consultant. Mr. Murray is
New York, New York 10022 also a director and chairman of
American Continental Properties,
Inc., a trustee of Prudential Re-
alty Trust, and a director or
trustee of 16 other investment com-
panies for which Mitchell Hutchins
or PaineWebber serves as investment
adviser.
Margo N. Alexander President Ms. Alexander is president, chief
executive officer and a director of
Mitchell Hutchins. Prior to January
1995, Ms. Alexander was an execu-
tive vice president of PaineWebber.
Ms. Alexander is also president of
26 other investment companies for
which Mitchell Hutchins or
PaineWebber serves as investment
adviser.
Teresa M. Boyle; 36 Vice President Ms. Boyle is a first vice president
and manager--advisory administra-
tion of Mitchell Hutchins. Prior to
November 1993, she was compliance
manager of Hyperion Capital Manage-
ment, Inc., an investment advisory
firm. Prior to April 1993, Ms.
Boyle was a vice president and man-
ager-- legal administration of
Mitchell Hutchins. Ms. Boyle is
also a vice president of 39 other
investment companies for which
Mitchell Hutchins or PaineWebber
serves as investment adviser.
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
POSITION BUSINESS EXPERIENCE;
NAME AND ADDRESS*; AGE WITH THE CORPORATION OTHER DIRECTORSHIPS
---------------------- -------------------- --------------------
<S> <C> <C>
Joan L. Cohen; 30 Vice President and Ms. Cohen is a vice president and
Assistant Secretary attorney of Mitchell Hutchins.
Prior to December 1993, she was an
associate at the law firm of Seward
& Kissel. Ms. Cohen is also a vice
president
and assistant secretary of 26 other
investment companies for which
Mitchell Hutchins or PaineWebber
serves as investment adviser.
Karen L. Finkel; 37 Vice President Mrs. Finkel is a first vice presi-
dent and portfolio manager of
Mitchell Hutchins. Mrs. Finkel is
also a vice president of one other
investment companies for which
Mitchell Hutchins serves as invest-
ment
adviser.
Ellen R. Harris; 48 Vice President Ms. Harris is chief domestic equity
strategist and , a managing direc-
tor of Mitchell Hutchins. Ms. Har-
ris is also a vice president of 19
other investment companies for
which Mitchell Hutchins or
PaineWebber serves as investment
adviser.
Ann E. Moran; 37 Vice President Ms. Moran is a vice president of
and Assistant Treasurer Mitchell Hutchins. Ms. Moran is
also a vice president and assistant
treasurer of 39 other investment
companies for which Mitchell
Hutchins or PaineWebber serves as
investment adviser.
Dianne E. O'Donnell; 42 Vice President and Ms. O'Donnell is a senior vice pres-
Secretary ident and senior associate general
counsel of Mitchell Hutchins. Ms.
O'Donnell is also a vice president
and secretary of 39 other invest-
ment companies for which Mitchell
Hutchins or PaineWebber serves as
investment adviser.
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
POSITION BUSINESS EXPERIENCE;
NAME AND ADDRESS*; AGE WITH THE CORPORATION OTHER DIRECTORSHIPS
- ---------------------- -------------------- --------------------
<S> <C> <C>
Victoria E. Schonfeld; Vice President Ms. Schonfeld is a managing director
44 and general counsel of Mitchell
Hutchins. From April 1990 to May
1994, she was a partner in the New
York office of the law firm of Ar-
nold & Porter. Prior to April 1990,
she was a partner in the law firm
of Shereff, Friedman, Hoffman &
Goodman. Ms. Schonfeld is also a
vice president of 39 other invest-
ment companies for which Mitchell
Hutchins or PaineWebber serves as
investment adviser.
Paul H. Schubert; 32 Vice President Mr. Schubert is a vice president of
and Assistant Treasurer Mitchell Hutchins. From August 1992
to August 1994, he was a vice pres-
ident of BlackRock Financial Man-
agement, L.P. Prior to August 1992,
he was an audit manager with Ernst
& Young LLP. Mr. Schubert is also a
vice president and assistant trea-
surer of other investment compa-
nies for which Mitchell Hutchins or
PaineWebber serves as investment
adviser.
Martha J. Slezak; 32 Vice President Ms. Slezak is a vice president of
and Assistant Treasurer Mitchell Hutchins. From September
1991 to April 1992, she was a
fundraising director for a U.S.
Senate campaign. Prior to September
1991, she was a tax manager with
Arthur Andersen & Co. LLP. Ms.
Slezak is also a vice president and
assistant treasurer of 39 other in-
vestment companies for which Mitch-
ell Hutchins or PaineWebber serves
as investment adviser.
Julian F. Sluyters; 34 Vice President and Mr. Sluyters is a senior vice presi-
Treasurer dent and the director of the mutual
fund finance division of Mitchell
Hutchins. Prior to 1991, he was an
audit senior manager with Ernst &
Young LLP. Mr. Sluyters is also a
vice president and treasurer of 39
other investment companies for
which Mitchell Hutchins or
PaineWebber serves as investment
adviser.
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS*; POSITION BUSINESS EXPERIENCE;
AGE WITH THE CORPORATION OTHER DIRECTORSHIPS
------------------ -------------------- --------------------
<S> <C> <C>
Gregory K. Todd; 38 Vice President and Mr. Todd is a first vice president
Assistant Secretary and associate general counsel of
Mitchell Hutchins. Prior to 1993,
he was a partner in the law firm of
Shereff, Friedman, Hoffman &
Goodman. Mr. Todd is also a vice
president and assistant secretary
of 39 other investment companies
for which Mitchell Hutchins or
PaineWebber serve as investment ad-
viser.
</TABLE>
- --------
* Unless otherwise indicated, the business address of each listed person is
1285 Avenue of the Americas, New York, New York 10019.
** Messrs. Bewkes, Guenther and Minard are "interested persons" of the
Corporation as defined in the Investment Company Act of 1940 ("1940 Act") by
virtue of their positions with PW Group, Mitchell Hutchins and/or
PaineWebber.
The Corporation pays directors who are not interested persons of the
Corporation $4,000 annually and $250 per meeting of the board or any committee
thereof. Directors are reimbursed for any expenses incurred in attending
meetings of the board of directors or any committee thereof. Directors and
officers of the Corporation own in the aggregate less than 1% of the shares of
each Fund. Because PaineWebber and Mitchell Hutchins perform substantially all
of the services necessary for the operation of the Corporation and the Funds,
the Corporation requires no employees. No officer, director or employee of
PaineWebber or Mitchell Hutchins presently receives any compensation from the
Corporation for acting as director or officer.
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
BENEFITS ESTIMATED COMPENSATION
AGGREGATE ACCRUED AS PART ANNUAL FROM THE
COMPENSATION OF THE BENEFITS CORPORATION
FROM THE CORPORATION'S UPON AND THE
NAME OF PERSON, POSITION CORPORATION* EXPENSES RETIREMENT COMPLEX+
- ------------------------ ------------ --------------- ---------- ------------
<S> <C> <C> <C> <C>
E. Garrett Bewkes, Jr. ... -- -- -- --
Director and Chairman of
the Board of Directors
Meyer Feldberg............ -- -- -- --
Director
George W. Gowen........... -- -- -- --
Director
Frederic V. Malek......... -- -- -- --
Director
Frank P.L. Minard......... -- -- -- --
Director
Judith Davidson Moyers.... -- -- -- --
Director
Thomas F. Murray.......... -- -- -- --
Director
</TABLE>
- --------
* Represents fees paid to each director during the fiscal year ended February
28, 1995.
+ Represents total compensation paid to each director during the calendar year
ended December 31, 1994.
20
<PAGE>
INVESTMENT ADVISORY AND DISTRIBUTION ARRANGEMENTS
INVESTMENT ADVISORY ARRANGEMENTS. Mitchell Hutchins acts as the investment
adviser and administrator of the Fund pursuant to a contract with the
Corporation dated August 4, 1988 ("Advisory Contract"). Under the Advisory
Contract, the Fund pays Mitchell Hutchins an annual fee, computed daily and
paid monthly, according to the schedule set forth below:
<TABLE>
<CAPTION>
Annual
AVERAGE DAILY NET ASSETS Rate
------------------------ ------
<S> <C>
Up to $500 million................................................... 0.750%
In excess of $500 million up to $1.0 billion......................... 0.725
In excess of $1.0 billion up to $1.5 billion......................... 0.700
In excess of $1.5 billion up to $2.0 billion......................... 0.675
Over $2.0 billion.................................................... 0.650
</TABLE>
During the fiscal years ended February 28, 1995, February 28, 1994 and
February 28, 1993, respectively, the Corporation paid (or accrued) to Mitchell
Hutchins investment advisory and administrative fees of $ , $812,552 and
$790,245 with respect to the Fund.
Under a service agreement with the Corporation that is reviewed by the
Corporation's board of directors annually, PaineWebber provides certain
services to the Fund not otherwise provided by the Fund's transfer agent.
Pursuant to the service agreement, during the fiscal years ended February 28,
1995, February 28, 1994, and February 28, 1993, respectively, PaineWebber
earned fees in the amounts of $ , $46,868 and $50,449 with respect to the
Fund.
Under the terms of the Advisory Contract, the Fund bears all expenses
incurred in its operation that are not specifically assumed by Mitchell
Hutchins. General expenses of the Corporation not readily identifiable as
belonging to the Fund or to the Corporation's other series are allocated among
series by or under the direction of the board of directors in such manner as
the board deems to be fair and equitable. Expenses borne by the Fund include
the following (or the Fund's share of the following): (1) the cost (including
brokerage commissions) of securities purchased or sold by the Fund and any
losses incurred in connection therewith; (2) fees payable to and expenses
incurred on behalf of the Fund by Mitchell Hutchins; (3) organizational
expenses; (4) filing fees and expenses relating to the registration and
qualification of the Fund's shares and the Corporation under federal and state
securities laws and maintenance of such registrations and qualifications; (5)
fees and salaries payable to directors who are not interested persons of the
Corporation or Mitchell Hutchins; (6) all expenses incurred in connection with
the directors' services, including travel expenses; (7) taxes (including any
income or franchise taxes) and governmental fees; (8) costs of any liability,
uncollectible items of deposit and other insurance or fidelity bonds; (9) any
costs, expenses or losses arising out of a liability of or claim for damages or
other relief asserted against the Corporation or the Fund for violation of any
law; (10) legal, accounting and auditing expenses, including legal fees of
special counsel for the independent directors; (11) charges of custodians,
transfer agents and other agents; (12) costs of preparing share certificates;
(13) expenses of setting in type and printing prospectuses and supplements
thereto, statements of additional information and supplements thereto, reports
and proxy materials for existing shareholders, and costs of mailing such
materials to existing shareholders; (14) any extraordinary expenses (including
fees and disbursements of counsel) incurred by the Corporation or the Fund;
(15) fees, voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; (16) costs of mailing
21
<PAGE>
and tabulating proxies and costs of meetings of shareholders, the board and any
committees thereof; (17) the cost of investment company literature and other
publications provided to directors and officers; and (18) costs of mailing,
stationery and communications equipment.
As required by state regulation, Mitchell Hutchins will reimburse the Fund if
and to the extent that the aggregate operating expenses of the Fund exceed
applicable limits in any fiscal year. Currently the most restrictive such limit
applicable to the Fund is 2.5% of the first $30 million of the Fund's average
daily net assets, 2.0% of the next $70 million of its average daily net assets
and 1.5% of its average daily net assets in excess of $100 million. Certain
expenses, such as brokerage commissions, distribution fees, taxes, interest,
certain expenses attributable to investing outside the United States and
extraordinary items, are excluded from this limitation. For the fiscal years
ended February 28, 1995, February 28, 1994 and February 28, 1993, no
reimbursements were required pursuant to such limitations for the Fund.
Under the Advisory Contract, Mitchell Hutchins will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the performance of the Advisory Contract, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part
of Mitchell Hutchins in the performance of its duties or from reckless
disregard of its duties and obligations thereunder. The Advisory Contract
terminates automatically upon assignment and is terminable at any time without
penalty by the Corporation's board of directors or by vote of the holders of a
majority of the Fund's outstanding voting securities on 60 days' written notice
to Mitchell Hutchins, or by Mitchell Hutchins on 60 days' written notice to the
Corporation.
The following table shows the approximate net assets as of May 31, 1995,
sorted by category of investment objective, of the investment companies as to
which Mitchell Hutchins serves as adviser or sub-adviser. An investment company
may fall into more than one of the categories below.
<TABLE>
<CAPTION>
INVESTMENT CATEGORY Net Assets ($ mil)
------------------- ------------------
<S> <C>
Domestic (excluding Money Market)...................... $
Global.................................................
Equity/Balanced........................................
Fixed Income (excluding Money Market)..................
Taxable Fixed Income.................................
Tax-Free Fixed Income................................
Money Market Funds.....................................
</TABLE>
Mitchell Hutchins personnel may invest in securities for their own accounts
pursuant to a code of ethics that describes the fiduciary duty owed to
shareholders of other PaineWebber and Mitchell Hutchins/Kidder Peabody
("MH/KP") funds and other Mitchell Hutchins' advisory accounts by all Mitchell
Hutchins' directors, officers and employees, establishes procedures for
personal investing and restricts certain transactions. For example, employee
accounts generally must be maintained at PaineWebber, personal trades in most
securities require pre-clearance and short-term trading and participation in
initial public offerings generally are prohibited. In addition, the code of
ethics puts restrictions on the timing of personal investing in relation to
trades by PaineWebber and MH/KP funds and other Mitchell Hutchins advisory
clients.
DISTRIBUTION ARRANGEMENTS. Mitchell Hutchins acts as the distributor of the
Class A, Class B and Class D shares of the Fund under separate distribution
contracts with the Corporation dated
22
<PAGE>
July 7, 1993 (collectively, "Distribution Contracts") that require Mitchell
Hutchins to use its best efforts, consistent with its other businesses, to sell
shares of the Fund. Shares of the Fund are offered continuously. Under separate
exclusive dealer agreements between Mitchell Hutchins and PaineWebber dated
July 7, 1993 relating to the Class A, Class B and Class D shares of the Fund
(collectively, "Exclusive Dealer Agreements"), PaineWebber and its
correspondent firms sell the Fund's shares.
Under separate plans of distribution pertaining to the Class A, Class B and
Class D shares of the Fund adopted by the Corporation in the manner prescribed
under Rule 12b-1 under the 1940 Act ("Class A Plan," "Class B Plan" and "Class
D Plan," collectively, "Plans"), the Fund pays Mitchell Hutchins a service fee,
accrued daily and payable monthly, at the annual rate of 0.25% of the average
daily net assets of each Class of shares. Under the Class B Plan, the Fund pays
Mitchell Hutchins a distribution fee, accrued daily and payable monthly, at the
annual rate of 0.75% of the average daily net assets of the Class B shares.
Under the Class D Plan, the Fund pays Mitchell Hutchins a distribution fee,
accrued daily and payable monthly, at the annual rate of 0.75% of the average
daily net assets of the Class D shares.
Among other things, each Plan provides that (1) Mitchell Hutchins will submit
to the Corporation's board of directors at least quarterly, and the directors
will review, reports regarding all amounts expended under the Plan and the
purposes for which such expenditures were made, (2) the Plan will continue in
effect only so long as it is approved at least annually, and any material
amendment thereto is approved, by the Corporation's board of directors,
including those directors who are not "interested persons" of the Corporation
and who have no direct or indirect financial interest in the operation of the
Plan or any agreement related to the Plan, acting in person at a meeting called
for that purpose, (3) payments by a Fund under the Plan shall not be materially
increased without the affirmative vote of the holders of a majority of the
outstanding shares of the relevant Class and (4) while the Plan remains in
effect, the selection and nomination of directors who are not "interested
persons" of the Corporation shall be committed to the discretion of the
directors who are not interested persons of the Corporation.
In reporting amounts expended under the Plans to the directors, Mitchell
Hutchins will allocate expenses attributable to the sale of each Class of Fund
shares to such Class based on the ratio of sales of shares of such Class to the
sales of all three Classes of shares. The fees paid by one Class of Fund shares
will not be used to subsidize the sale of any other Class of Fund shares.
For the fiscal year ended February 28, 1995, the Fund paid (or accrued) the
following fees to Mitchell Hutchins under the Class A, Class B and Class D
Plans:
<TABLE>
<CAPTION>
<S> <C>
Class A................................................................... $
Class B...................................................................
Class D...................................................................
</TABLE>
23
<PAGE>
Mitchell Hutchins estimates that it and its parent corporation, PaineWebber,
incurred the following shareholder service-related and distribution-related
expenses with respect to the Fund during the fiscal year ended February 28,
1995:
CLASS A
<TABLE>
<S> <C>
Marketing and advertising................................................. $
Amortization of commissions...............................................
Printing of prospectuses and statements of additional information.........
Branch network costs allocated and interest expense.......................
Service fees paid to PaineWebber investment executives....................
CLASS B
Marketing and advertising................................................. $
Amortization of commissions...............................................
Printing of prospectuses and statements of additional information.........
Branch network costs allocated and interest expense.......................
Service fees paid to PaineWebber investment executives....................
CLASS D
Marketing and advertising................................................. $
Amortization of commissions...............................................
Printing of prospectuses and statements of additional information.........
Branch network costs allocated and interest expense.......................
Service fees paid to PaineWebber investment executives....................
</TABLE>
"Marketing and advertising" includes various internal costs allocated by
Mitchell Hutchins to its efforts at distributing Fund shares. These internal
costs encompass office rent, salaries and other overhead expenses of various
departments and areas of operations of Mitchell Hutchins. "Branch network costs
allocated and interest expense" consist of an allocated portion of the expenses
of various PaineWebber departments involved in the distribution of each Fund's
shares, including the PaineWebber retail branch system.
In approving the Fund's overall Flexible PricingSM system of distribution,
the Corporation's board of directors considered several factors, including that
implementation of Flexible Pricing would (1) enable investors to choose the
purchasing option best suited to their individual situation, thereby
encouraging current shareholders to make additional investments in the Fund and
attracting new investors and assets to the Fund to the benefit of the Fund and
its shareholders; (2) facilitate distribution of the Fund's shares; and (3)
maintain the competitive position of the Fund in relation to other funds that
have implemented or are seeking to implement similar distribution arrangements.
In approving the Class A Plan for the Fund, the directors considered all the
features of the distribution system, including (1) the conditions under which
initial sales charges would be imposed and the amount of such charges, (2)
Mitchell Hutchins' belief that the initial sales charge combined with a service
fee would be attractive to PaineWebber investment executives and correspondent
firms, resulting in a greater growth of the Fund than might otherwise be the
case, (3) the advantages to the shareholders of economies of scale resulting
from growth in the Fund's assets and potential
24
<PAGE>
continued growth, (4) the services provided to the Fund and its shareholders by
Mitchell Hutchins, (5) the services provided by PaineWebber pursuant to its
Exclusive Dealer Agreement with Mitchell Hutchins and (6) Mitchell Hutchins'
shareholder service-related expenses and costs.
In approving the Class B Plan for the Fund, the directors considered all the
features of the distribution system, including (1) the conditions under which
contingent deferred sales charges would be imposed and the amount of such
charges, (2) the advantage to investors in having no initial sales charges
deducted from the Fund's purchase payments and instead having the entire amount
of their purchase payments immediately invested in Fund shares, (3) Mitchell
Hutchins' belief that the ability of PaineWebber investment executives and
correspondent firms to receive sales commissions when Class B shares are sold
and continuing service fees thereafter while their customers invest their
entire purchase payments immediately in Class B shares would prove attractive
to the investment executives and correspondent firms, resulting in greater
growth of the Fund than might otherwise be the case, (4) the advantages to the
shareholders of economies of scale resulting from growth in the Fund's assets
and potential continued growth, (5) the services provided to the Fund and its
shareholders by Mitchell Hutchins, (6) the services provided by PaineWebber
pursuant to its Exclusive Dealer Agreement with Mitchell Hutchins and (7)
Mitchell Hutchins' shareholder service- and distribution-related expenses and
costs. The directors also recognized that Mitchell Hutchins' willingness to
compensate PaineWebber and its investment executives, without the concomitant
receipt by Mitchell Hutchins of initial sales charges, was conditioned upon its
expectation of being compensated under the Class B Plan.
In approving the Class D Plan for the Fund, the directors considered all the
features of the distribution system, including (1) the advantage to investors
in having no initial sales charges deducted from the Fund's purchase payments
and instead having the entire amount of their purchase payments immediately
invested in Fund shares, (2) the advantage to investors in being free from
contingent deferred sales charges upon redemption and paying for distribution
on an ongoing basis, (3) Mitchell Hutchins' belief that the ability of
PaineWebber investment executives and correspondent firms to receive sales
compensation for their sales of Class D shares on an ongoing basis, along with
continuing service fees, while their customers invest their entire purchase
payments immediately in Class D shares and do not face contingent deferred
sales charges, would prove attractive to the investment executives and
correspondent firms, resulting in greater growth to the Fund than might
otherwise be the case, (4) the advantages to the shareholders of economies of
scale resulting from growth in the Fund's assets and potential continued
growth, (5) the services provided to the Fund and its shareholders by Mitchell
Hutchins, (6) the services provided by PaineWebber pursuant to its Exclusive
Dealer Agreement with Mitchell Hutchins and (7) Mitchell Hutchins' shareholder
service- and distribution-related expenses and costs. The directors also
recognized that Mitchell Hutchins' willingness to compensate PaineWebber and
its investment executives, without the concomitant receipt by Mitchell Hutchins
of initial sales charges or contingent deferred sales charges upon redemption,
was conditioned upon its expectation of being compensated under the Class D
Plan.
With respect to each Plan, the directors considered all compensation that
Mitchell Hutchins would receive under the Plan and the Distribution Contract,
including service fees and, as applicable, initial sales charges, distribution
fees and contingent deferred sales charges. The directors also considered the
benefits that would accrue to Mitchell Hutchins under each Plan in that
Mitchell Hutchins would receive service, distribution and advisory fees that
are calculated
25
<PAGE>
based upon a percentage of the average net assets of the Fund, which fees would
increase if the Plan were successful and the Funds attained and maintained
significant asset levels.
Under the Distribution Contract between the Corporation and Mitchell Hutchins
for the Class A shares, Mitchell Hutchins earned the following approximate
amounts of initial sales charges and retained the following approximate
amounts, net of concessions to PaineWebber as exclusive dealer:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
JULY 1, 1991 (COMMENCEMENT OF FEBRUARY 28,
OFFERING OF CLASS A SHARES) ----------------------
TO FEBRUARY 29, 1992 1993 1994 1995
----------------------------- ------ ------- -------
<S> <C> <C> <C> <C>
Earned.................. $34,642 $7,895 $38,961 $
Retained................ 2,196 1,853 2,243
</TABLE>
For the fiscal years ended February 28, 1993, February 28, 1994 and February
28, 1995, Mitchell Hutchins earned and retained the following contingent
deferred sales charges paid upon certain redemptions of Class B shares:
<TABLE>
<S> <C>
1993............................................................. $131,333
1994............................................................. 117,324
1995.............................................................
</TABLE>
PORTFOLIO TRANSACTIONS
Subject to policies established by the board of directors, Mitchell Hutchins
is responsible for the execution of the Fund's portfolio transactions and the
allocation of brokerage transactions. In executing portfolio transactions,
Mitchell Hutchins seeks to obtain the best net results for the Fund, taking
into account such factors as price (including the applicable brokerage
commission or dealer spread), size of order, difficulty of execution and
operational facilities of the firm involved. Generally, bonds are traded on the
OTC market on a "net" basis without a stated commission through dealers acting
for their own account and not as brokers. Prices paid to dealers in principal
transactions generally include a "spread," which is the difference between the
prices at which the dealer is willing to purchase and sell a specific security
at the time. For the fiscal years ended February 28, 1995, February 28, 1994
and February 28, 1993, the Fund paid $ , $77,665 and $378,996,
respectively, in aggregate brokerage commissions.
The Fund has no obligation to deal with any broker or group of brokers in the
execution of portfolio transactions. The Fund contemplates that, consistent
with the policy of obtaining the best net results, brokerage transactions may
be conducted through Mitchell Hutchins or its affiliates, including
PaineWebber. The Corporation's board of directors has adopted procedures in
conformity with Rule 17e-1 under the 1940 Act to ensure that all brokerage
commissions paid to Mitchell Hutchins and its affiliates are reasonable and
fair. Specific provisions in the Advisory Contract authorize Mitchell Hutchins
and any of its affiliates that are members of a national securities exchange to
effect portfolio transactions for the Fund on such exchange and to retain
compensation in connection with such transactions. Any such transactions will
be effected and related
26
<PAGE>
compensation paid only in accordance with applicable SEC regulations. For the
fiscal year ended February 28, 1995, the Fund paid $ in brokerage
commissions to PaineWebber, which represented % of the total brokerage
commissions paid by that Fund and % of the aggregate dollar amount of
transactions involving the payment of commissions. For the fiscal years ended
February 28, 1993 and February 28, 1993, the Fund paid $6,657 and $0,
respectively, in brokerage commissions to PaineWebber.
Transactions in futures contracts are executed through futures commission
merchants ("FCMs"), who receive brokerage commissions for their services. The
Fund's procedures in selecting FCMs to execute the Fund's transactions in
futures contracts, including procedures permitting the use of Mitchell Hutchins
and its affiliates, are similar to those in effect with respect to brokerage
transactions in securities.
Consistent with the interest of the Fund and subject to the review of the
board of directors, Mitchell Hutchins may cause the Fund to purchase and sell
portfolio securities through brokers who provide the Fund with research,
analysis, advice and similar services. In return for such services, the Fund
may pay to those brokers a higher commission than may be charged by other
brokers, provided that Mitchell Hutchins determines in good faith that such
commission is reasonable in terms either of that particular transaction or of
the overall responsibility of Mitchell Hutchins to the Fund and its other
clients and that the total commissions paid by the Fund will be reasonable in
relation to the benefits to the Fund over the long term. Research services
furnished by brokers through which the Fund effects securities transactions may
be used by Mitchell Hutchins in advising other funds or accounts and,
conversely, research services furnished to Mitchell Hutchins by brokers in
connection with other funds or accounts Mitchell Hutchins advises may be used
by Mitchell Hutchins in advising the Fund. Information and research received
from such brokers will be in addition to, and not in lieu of, the services
required to be performed by Mitchell Hutchins under the Advisory Contract. For
the fiscal year ended February 28, 1995, Mitchell Hutchins directed $ in
portfolio transactions to brokers chosen because they provided research
services, for which the Fund paid $ in commissions. The Fund may purchase
and sell portfolio securities to and from dealers who provide the Fund with
research services. Portfolio transactions will not be directed by the Fund to
dealers solely on the basis of research services provided. The Fund will not
purchase portfolio securities at a higher price or sell such securities at a
lower price in connection with transactions effected with a dealer, acting as
principal, who furnishes research services to Mitchell Hutchins than would be
the case if no weight were given by Mitchell Hutchins to the dealer's
furnishing of such services. Research services furnished by the dealers through
which or with which the Fund effects securities transactions may be used by
Mitchell Hutchins in advising other funds or accounts it advises and,
conversely, research services furnished to Mitchell Hutchins in connection with
other funds or accounts that Mitchell Hutchins advises may be used in advising
the Fund.
Investment decisions for the Fund and for other investment accounts managed
by Mitchell Hutchins are made independently of each other in light of differing
considerations for the various accounts. However, the same investment decision
may occasionally be made for the Fund and one or more of such accounts. In such
cases, simultaneous transactions are inevitable. Purchases or sales are then
averaged as to price and allocated between the Fund and such other account(s)
as to amount according to a formula deemed equitable to the Fund and such other
account(s). While in some cases this practice could have a detrimental effect
upon the price or value of the security as
27
<PAGE>
far as the Fund is concerned or upon its ability to complete its entire order,
in other cases it is believed that coordination and the ability to participate
in volume transactions will be beneficial to the Fund.
The Fund will not purchase securities in underwritings in which Mitchell
Hutchins or any of its affiliates is a member of the underwriting or selling
group, except pursuant to procedures adopted by the Corporation's board of
directors pursuant to Rule 10f-3 under the 1940 Act. Among other things, these
procedures require that the commission or spread paid in connection with such a
purchase be reasonable and fair, that the purchase be at not more than the
public offering price prior to the end of the first business day after the date
of the public offering and that Mitchell Hutchins or any affiliate thereof not
participate in or benefit from the sale to the Fund.
PORTFOLIO TURNOVER. The portfolio turnover rate is calculated by dividing the
lesser of the Fund's annual sales or purchases of portfolio securities
(exclusive of purchases or sales of securities whose maturities at the time of
acquisition were one year or less) by the monthly average value of the
securities in the portfolio during the year. For the fiscal years ended
February 28, 1995 and February 28, 1994, the portfolio turnover rates for the
Fund was % and 24.84%.
REDUCED SALES CHARGES, ADDITIONAL EXCHANGE AND REDEMPTION INFORMATION AND OTHER
SERVICES
COMBINED PURCHASE PRIVILEGE--CLASS A SHARES. Investors and eligible groups of
related Fund investors may combine purchases of Class A shares of the Fund with
concurrent purchases of Class A shares of any other PaineWebber mutual fund and
thus take advantage of the reduced sales charges for Class A shares indicated
in the tables of sales charges in the Prospectus. The sales charge payable on
the purchase of Class A shares of the Funds and Class A shares of such other
funds will be at the rates applicable to the total amount of the combined
concurrent purchases.
An "eligible group of related Fund investors" can consist of any combination
of the following:
(a) an individual, that individual's spouse, parents and children;
(b) an individual and his or her Individual Retirement Account ("IRA");
(c) an individual (or eligible group of individuals) and any company
controlled by the individual(s) (a person, entity or group that holds 25%
or more of the outstanding voting securities of a corporation will be
deemed to control the corporation, and a partnership will be deemed to be
controlled by each of its general partners);
(d) an individual (or eligible group of individuals) and one or more
employee benefit plans of a company controlled by the individual(s);
(e) an individual (or eligible group of individuals) and a trust created
by the individual(s), the beneficiaries of which are the individual and/or
the individual's spouse, parents or children;
(f) an individual and a Uniform Gifts to Minors Act/Uniform Transfers to
Minors Act account created by the individual or the individual's spouse; or
(g) an employer (or a group of related employers) and one or more
qualified retirement plans of such employer or employers (an employer
controlling, controlled by or under common control with another employer is
deemed related to that other employer).
28
<PAGE>
RIGHTS OF ACCUMULATION--CLASS A SHARES. Reduced sales charges are available
through a right of accumulation, under which investors and eligible groups of
related Fund investors (as defined above) are permitted to purchase Class A
shares of the Fund among related accounts at the offering price applicable to
the total of (1) the dollar amount then being purchased plus (2) an amount
equal to the then-current net asset value of the purchaser's combined holdings
of Class A Fund shares and Class A shares of any other PaineWebber mutual fund.
The purchaser must provide sufficient information to permit confirmation of his
or her holdings, and the acceptance of the purchase order is subject to such
confirmation. The right of accumulation may be amended or terminated at any
time.
WAIVERS OF SALES CHARGES--CLASS B SHARES. Among other circumstances, the
contingent deferred sales charge on Class B shares of the Fund is waived where
a total or partial redemption is made within one year following 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 on Class B shares is waived with respect
to redemptions of shares purchased prior to July 1, 1991 by officers, directors
(or trustees) or employees of the Corporation, Mitchell Hutchins or their
affiliates (or their spouses and children under age 21). The contingent
deferred sales charge will be reduced by 50% with respect to redemptions of
Class B shares that represent shares purchased prior to July 1, 1991 with a net
asset value at time of purchase of at least $1 million.
ADDITIONAL EXCHANGE AND REDEMPTION INFORMATION. As discussed in the
Prospectus, eligible shares of the Fund may be exchanged for shares of the
corresponding Class of most other PaineWebber mutual funds. Shareholders will
receive at least 60 days' notice of any termination or material modification of
the exchange offer, except no notice need be given of an amendment whose only
material effect is to reduce the exchange fee and no notice need be given if,
under extraordinary circumstances, either redemptions are suspended under the
circumstances described below or the Fund temporarily delays or ceases the
sales of its shares because it is unable to invest amounts effectively in
accordance with the Fund's investment objective, policies and restrictions.
If conditions exist which make cash payments undesirable, each Fund reserves
the right to honor any request for redemption by making payment in whole or in
part in securities chosen by the Fund and valued in the same way as they would
be valued for purposes of computing the Fund's net asset value. Any such
redemption in kind will be made with readily marketable securities, to the
extent available. If payment is made in securities, a shareholder may incur
brokerage expenses in converting those securities into cash. The Corporation
has elected, however, to be governed by Rule 18f-1 under the 1940 Act, under
which the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Fund during any 90-day period for
one shareholder. This election is irrevocable unless the SEC permits its
withdrawal. The Fund may suspend redemption privileges or postpone the date of
payment during any period (1) when the NYSE is closed or trading on the NYSE is
restricted as determined by the SEC, (2) when an emergency exists, as defined
by the SEC, that makes it not reasonably practicable for the Fund to dispose of
securities owned by it or fairly to determine the value of its assets, or (3)
as the SEC may otherwise permit. The redemption price may be more or less than
the shareholder's cost, depending on the market value of the Fund's portfolio
at the time.
29
<PAGE>
SYSTEMATIC WITHDRAWAL PLAN. On or about the 15th of each month for monthly
plans and on or about the 15th of the months selected for quarterly or semi-
annual plans, PaineWebber will arrange for redemption by the Fund of sufficient
Fund shares to provide the withdrawal payment specified by participants in the
Fund's systematic withdrawal plan. The payment generally is mailed
approximately five business days after the redemption date. Withdrawal payments
should not be considered dividends, but redemption proceeds, with the tax
consequences described under "Dividends and Taxes" in the Prospectus. If
periodic withdrawals continually exceed reinvested dividends, a shareholder's
investment may be correspondingly reduced. A shareholder may change the amount
of the systematic withdrawal or terminate participation in the systematic
withdrawal plan at any time without charge or penalty by written instructions
with signatures guaranteed to PaineWebber or PFPC Inc. ("Transfer Agent").
Instructions to participate in the plan, change the withdrawal amount or
terminate participation in the plan will not be effective until five days after
written instructions with signatures guaranteed are received by the Transfer
Agent. Shareholders may request the forms needed to establish a systematic
withdrawal plan from their PaineWebber investment executives, correspondent
firms or the Transfer Agent at 1-800-647-1568.
REINSTATEMENT PRIVILEGE--CLASS A SHARES. As described in the Prospectus,
shareholders who have redeemed Class A shares of the Fund may reinstate their
account without a sales charge. Shareholders may exercise the reinstatement
privilege by notifying the Transfer Agent of such desire and forwarding a check
for the amount to be purchased within 365 days after the date of redemption.
The reinstatement will be made at the net asset value per share next computed
after the notice of reinstatement and check are received. The amount of a
purchase under this reinstatement privilege cannot exceed the amount of the
redemption proceeds. Gain on a redemption is taxable regardless of whether the
reinstatement privilege is exercised; however, a loss arising out of a
redemption will not be deductible to the extent the redemption proceeds are
reinvested, if the reinstatement privilege is exercised within 30 days after
redemption, and an adjustment will be made to the shareholder's tax basis for
the shares acquired pursuant to the reinstatement privilege. Gain or loss on a
redemption also will be adjusted for federal income tax purposes by the amount
of any sales charge paid on Class A shares, under the circumstances and to the
extent described in "Dividends and Taxes" in the Prospectus.
PAINEWEBBER RMA RESOURCE ACCUMULATION PLANSM;
PAINEWEBBER RESOURCE MANAGEMENT ACCOUNT(R) (RMA(R))
Shares of the PaineWebber mutual funds (each a "PW Fund" and, collectively,
the "PW Funds") are available for purchase through the RMA Resource
Accumulation Plan ("Plan") by customers of PaineWebber and its correspondent
firms who maintain Resource Management Accounts ("RMA accountholders"). The
Plan allows an RMA accountholder to continually invest in one or more of the PW
Funds at regular intervals, with payment for shares purchased automatically
deducted from the client's RMA account. The client may elect to invest at
monthly or quarterly intervals and may elect either to invest a fixed dollar
amount (minimum $100 per period) or to purchase a fixed number of shares. A
client can elect to have Plan purchases executed on the first or fifteenth day
of the month. Settlement occurs five business days after the trade date, and
the purchase price of the shares is withdrawn from the investor's RMA account
on the settlement date from the following sources and in the following order:
uninvested cash balances, balances in RMA money market funds, or margin
borrowing power, if applicable to the account.
30
<PAGE>
To participate in the Plan, an investor must be an RMA accountholder, must
have made an initial purchase of the shares of each PW Fund selected for
investment under the Plan (meeting applicable minimum investment requirements)
and must complete and submit the RMA Resource Accumulation Plan Client
Agreement and Instruction Form available from PaineWebber. The investor must
have received a current prospectus for each PW Fund selected prior to enrolling
in the Plan. Information about mutual fund positions and outstanding
instructions under the Plan are noted on the RMA accountholder's account
statement. Instructions under the Plan may be changed at any time, but may take
up to two weeks to become effective.
The terms of the Plan or an RMA accountholder's participation in the Plan,
may be modified or terminated at any time. It is anticipated that, in the
future, shares of other PW Funds and/or mutual funds other than the PW Funds
may be offered through the Plan.
Periodic Investing and Dollar Cost Averaging.
Periodic investing in the PW Funds or other mutual funds, whether through the
Plan or otherwise, helps investors establish and maintain a disciplined
approach to accumulating assets over time, de-emphasizing the importance of
timing the market's highs and lows. Periodic investing also permits an investor
to take advantage of "dollar cost averaging." By investing a fixed amount in
mutual fund shares at established intervals, an investor purchases more shares
when the price is lower and fewer shares when the price is higher, thereby
increasing his or her earning potential. Of course, dollar cost averaging does
not guarantee a profit or protect against a loss in a declining market, and an
investor should consider his or her financial ability to continue investing
through periods of low share prices. However, over time, dollar cost averaging
generally results in a lower average original investment cost than if an
investor invested a larger dollar amount in a mutual fund at one time.
PaineWebber's Resource Management Account.
In order to enroll in the Plan, an investor must have opened an RMA account
with PaineWebber or one of its correspondent firms. The RMA account is
PaineWebber's comprehensive asset management account and offers investors a
number of features, including the following:
. monthly Premier account statements that itemize all account activity,
including investment transactions, checking activity and Gold MasterCard(R)
transactions during the period, and provide unrealized and realized gain
and loss estimates for most securities held in the account;
. comprehensive preliminary 9-month and year-end summary statements that
provide information on account activity for use in tax planning and tax
return preparation;
. automatic "sweep" of uninvested cash into the RMA accountholder's choice of
one of the five RMA money market funds--RMA Money Market Portfolio, RMA
U.S. Government Portfolio, RMA Tax-Free Fund, RMA California Municipal
Money Fund and RMA New York Municipal Money Fund. Each money market fund
attempts to maintain a stable price per share of $1.00, although there can
be no assurance that it will be able to do so. Investments in the money
market funds are not insured or guaranteed by the U.S. government;
. check writing, with no per-check usage charge, no minimum amount on checks
and no maximum number of checks that can be written. RMA accountholders can
code their checks to classify expenditures. All canceled checks are
returned each month;
31
<PAGE>
. Gold MasterCard, with or without a line of credit, which provides RMA
accountholders with direct access to their accounts and can be used with
automatic teller machines worldwide. Purchases on the Gold MasterCard are
debited to the RMA account once monthly, permitting accountholders to
remain invested for a longer period of time;
. 24-hour access to account information through toll-free numbers, and more
detailed personal assistance during business hours from the RMA Service
Center;
. expanded account protection to $25 million in the event of the liquidation
of PaineWebber. This protection does not apply to shares of the RMA money
market funds or the PW Funds because those shares are held at the transfer
agent and not through PaineWebber; and
. automatic direct deposit of checks into your RMA account and automatic
withdrawals from the account.
The annual account fee for an RMA account is $85, which includes the Gold
MasterCard, with an additional fee of $40 if the investor selects an optional
line of credit with the Gold MasterCard.
CONVERSION OF CLASS B SHARES
Class B shares of the Fund will automatically convert to Class A shares,
based on the relative net asset values of each of the Classes, as of the close
of business on the first Business Day (as defined below) of the month in which
the sixth anniversary of the initial issuance of such Class B shares of the
Fund occurs. For the purpose of calculating the holding period required for
conversion of Class B shares, the date of initial issuance shall mean (1) the
date on which such Class B shares were issued, or (2) for Class B shares
obtained through an exchange, or a series of exchanges, the date on which the
original Class B shares were issued. For purposes of conversion to Class A,
Class B shares purchased through the reinvestment of dividends and other
distributions paid in respect of Class B shares will be held in a separate sub-
account. Each time any Class B shares in the shareholder's regular account
(other than those in the sub-account) convert to Class A, a pro rata portion of
the Class B shares in the sub-account will also convert to Class A. The portion
will be determined by the ratio that the shareholder's Class B shares
converting to Class A bears to the shareholder's total Class B shares not
acquired through dividends and other distributions.
The availability of the conversion feature is subject to (1) the continuing
applicability of a ruling of the Internal Revenue Service that the dividends
and other distributions paid on Class A and Class B shares will not result in
"preferential dividends" under the Internal Revenue Code and (2) the continuing
availability of an opinion of counsel to the effect that the conversion of
shares does not constitute a taxable event. If the conversion feature ceased to
be available, the Class B shares of each Fund would not be converted and would
continue to be subject to the higher ongoing expenses of the Class B shares
beyond six years from the date of purchase. Mitchell Hutchins has no reason to
believe that these conditions for the availability of the conversion feature
will not continue to be met.
VALUATION OF SHARES
The Fund determines the net asset value per share separately for each Class
of shares as of the close of regular trading (currently 4:00 p.m., eastern
time) on the NYSE on each Business Day, which is defined as each Monday through
Friday when the NYSE is open. Currently, the NYSE is
32
<PAGE>
closed on the observance of the following holidays: New Year's Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.
Securities that are listed on stock exchanges are valued at the last sale
price on the day the securities are being valued or, lacking any sales on such
day, at the last available bid price. In cases where securities are traded on
more than one exchange, the securities are generally valued on the exchange
considered by Mitchell Hutchins as the primary market. Securities traded in the
OTC market and listed on the National Association of Securities Dealers
Automatic Quotation System ("NASDAQ") are valued at the last available sale
price on NASDAQ at 4:00 p.m., eastern time; other OTC securities are valued at
the last bid price available prior to valuation.
Where market quotations are readily available, debt securities are valued
based upon those quotations, provided such quotations adequately reflect, in
Mitchell Hutchins' judgment, fair value of the security. Where such market
quotations are not readily available, such securities are valued based upon
appraisals received from a pricing service using a computerized matrix system,
or based upon appraisals derived from information concerning the security or
similar securities received from recognized dealers in those securities. All
other securities or assets will be valued at fair value as determined in good
faith by or under the direction of the Corporation's board of directors. The
amortized cost method of valuation generally is used to value debt obligations
with 60 days or less remaining to maturity, unless the Corporation's board of
directors determines that this does not represent fair value.
PERFORMANCE INFORMATION
The Fund's performance data quoted in advertising and other promotional
materials ("Performance Advertisements") represent past performance and are not
intended to indicate future performance. The investment return and principal
value of an investment will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost.
TOTAL RETURN. Average annual total return quotes ("Standardized Return") used
in the Fund's Performance Advertisements are calculated according to the
following formula:
<TABLE>
<C> <S>
P(1 + T)/n/ = ERV
where: P = a hypothetical initial payment of $1,000 to purchase shares of a
specified Class
T = average annual total return of shares of that Class
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of that period.
</TABLE>
Under the foregoing formula, the time periods used in Performance
Advertisements will be based on rolling calendar quarters, updated to the last
day of the most recent quarter prior to submission of the advertisement for
publication. Total return, or "T" in the formula above, is computed by finding
the average annual change in the value of an initial $1,000 investment over the
period. In calculating the ending redeemable value for Class A shares, the
Fund's maximum 4.5% initial sales charge is deducted from the initial $1,000
payment and, for Class B shares, the applicable contingent deferred sales
charge imposed on a redemption of Class B shares held for the period is
deducted. All dividends and other distributions are assumed to have been
reinvested at net asset value.
33
<PAGE>
The Fund also may refer in Performance Advertisements to total return
performance data that are not calculated according to the formula set forth
above ("Non-Standardized Return"). The Fund calculates Non-Standardized Return
for specified periods of time by assuming the investment of $1,000 in Fund
shares and assuming the reinvestment of all dividends and other distributions.
The rate of return is determined by subtracting the initial value of the
investment from the ending value and by dividing the remainder by the initial
value. Neither initial nor contingent deferred sales charges are taken into
account in calculating Non-Standardized Return; the inclusion of these charges
would reduce the return.
Both Standardized Return and Non-Standardized Return for Class B shares for
periods of over six years will reflect conversion of the Class B shares to
Class A shares at the end of the sixth year.
The following table shows performance information for the Class A, Class B
and Class D shares of the Fund for the periods indicated. All returns for
periods of more than one year are expressed as an average return.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
------- ------- -------
<S> <C> <C> <C>
Fiscal year ended February 28, 1995:
Standardized Return*............................... % % %
Non-Standardized Return............................ % % %
Five years ended February 28, 1995:
Standardized Return*............................... NA % NA
Non-Standardized Return............................ NA % NA
Inception** to February 28, 1995:
Standardized Return*............................... % % %
Non-Standardized Return............................ % % %
</TABLE>
- --------
* All Standardized Return figures for Class A shares reflect deduction of the
current maximum sales charge of 4.5%. All Standardized Return figures for
Class B shares reflect deduction of the applicable contingent deferred sales
charges imposed on a redemption of shares held for the period. Class D
shares do not impose an initial or a contingent deferred sales charge;
therefore, Non-Standardized Return is identical to Standardized Return.
** The inception dates for the Class A shares, Class B shares and Class D
shares of the Fund were July 1, 1991, July 18, 1986 and July 2, 1992,
respectively.
OTHER INFORMATION. In Performance Advertisements, the Fund may compare its
Standardized Return and/or its Non-Standardized Return with data published by
Lipper Analytical Services, Inc. ("Lipper") for growth funds; CDA Investment
Technologies, Inc. ("CDA"); Wiesenberger Investment Companies Service
("Wiesenberger"); Investment Company Data Inc. ("ICD"); or Morningstar Mutual
Funds ("Morningstar"); or with the performance of recognized stock and other
indexes, including (but not limited to) the Standard & Poor's 500 Composite
Stock Price Index, the Dow Jones Industrial Average, the Morgan Stanley
International Capital World Index, the Lehman Brothers 20+ Year Treasury Bond
Index, the Lehman Brothers Government/Corporate Bond Index, the Salomon
Brothers Non-U.S. World Government Bond Index, and changes in the Consumer
Price Index as published by the U.S. Department of Commerce. The Fund also may
refer in such materials to mutual fund performance rankings and other data,
such as comparative asset,
34
<PAGE>
expense and fee levels, published by Lipper, CDA, Wiesenberger, ICD or
Morningstar. Performance Advertisements also may refer to discussions of the
Fund and comparative mutual fund data and ratings reported in independent
periodicals, including (but not limited to) THE WALL STREET JOURNAL, MONEY
Magazine, FORBES, BUSINESS WEEK, FINANCIAL WORLD, BARRON'S, FORTUNE, THE NEW
YORK TIMES, THE CHICAGO TRIBUNE, THE WASHINGTON POST and THE KIPLINGER LETTERS.
Comparisons in Performance Advertisements may be in graphic form.
The Fund may include discussions or illustrations of the effects of
compounding in Performance Advertisements. "Compounding" refers to the fact
that, if dividends or other distributions on a Fund investment are reinvested
by being paid in additional Fund shares, any future income or capital
appreciation of the Fund would increase the value, not only of the original
Fund investment, but also of the additional Fund shares received through
reinvestment. As a result, the value of the Fund investment would increase more
quickly than if dividends or other distributions had been paid in cash.
The Fund may also compare its performance with the performance of bank
certificates of deposits (CDs) as measured by the CDA Investment Technologies,
Inc. Certificate of Deposit Index, the Bank Rate Monitor National Index and the
averages of yields of CDs of major banks published by Banxquote (R) Money
Markets. In comparing the Fund's performance to CD performance, investors
should keep in mind that bank CDs are insured in whole or in part by an agency
of the U.S. government and offer fixed principal and fixed or variable rates of
interest, and that bank CD yields may vary depending on the financial
institution offering the CD and prevailing interest rates. Fund shares are not
insured or guaranteed by the U.S. government and returns thereon and net asset
value will fluctuate. The debt securities held by the Fund generally have
longer maturities than most CDs and may reflect interest rate fluctuations for
longer term securities. An investment in the Fund involves greater risks than
an investment in either a money market fund or a CD.
TAXES
In order to continue to qualify for treatment as a regulated investment
company ("RIC") under the Internal Revenue Code, the Fund must distribute to
its shareholders for each taxable year at least 90% of its investment company
taxable income (consisting generally of net investment income and net short-
term capital gain) and must meet several additional requirements. These
requirements include the following: (1) the Fund must derive at least 90% of
its gross income each taxable year from dividends, interest, payments with
respect to securities loans and gains from the sale or other disposition of
securities, or other income (including gains from options or futures) derived
with respect to its business of investing in securities ("Income Requirement");
(2) the Fund must derive less than 30% of its gross income each taxable year
from the sale or other disposition of securities -- and options or futures --
held for less than three months ("Short-Short Limitation"); (3) at the close
of each quarter of the Fund's taxable year, at least 50% of the value of its
total assets must be represented by cash and cash items, U.S. government
securities, securities of other RICs and other securities, with these other
securities limited, in respect of any one issuer, to an amount that does not
exceed 5% of the value of the Fund's total assets and that does not represent
more than 10% of the outstanding voting securities of the issuer; and (4) at
the close of each quarter of the Fund's taxable year, not more than 25% of the
value of its total assets may be invested in securities (other than U.S.
government securities or the securities of other RICs) of any one issuer.
35
<PAGE>
Dividends and other distributions declared by the Fund in October, November
or December of any year and payable to shareholders of record on a date in any
of those months will be deemed to have been paid by the Fund and received by
the shareholders on December 31 of that year if the distributions are paid by
the Fund during the following January. Accordingly, those distributions will be
taxed to shareholders for the year in which that December 31 falls.
A portion of the dividends from the Fund's investment company taxable income
(whether paid in cash or in additional Fund shares) may be eligible for the
dividends-received deduction allowed to corporations. The eligible portion may
not exceed the aggregate dividends received by the Fund from U.S. corporations.
However, dividends received by a corporate shareholder and deducted by it
pursuant to the dividends-received deduction are subject indirectly to the
alternative minimum tax.
If Fund shares are sold at a loss after being held for six months or less,
the loss will be treated as long-term, instead of short-term, capital loss to
the extent of any capital gain distributions received on those shares.
Investors also should be aware that if shares are purchased shortly before the
record date for any distribution, the shareholder will pay full price for the
shares and receive some portion of the price back as a taxable dividend or
capital gain distribution.
The Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to
the extent it fails to distribute by the end of any calendar year substantially
all of its ordinary income for that year and capital gain net income for the
one-year period ending on October 31 of that year, plus certain other amounts.
The Fund may invest in the stock of "passive foreign investment companies"
("PFICs") if such stock is denominated in U.S. dollars and otherwise is a
permissible investment. A PFIC is a foreign corporation that, in general, meets
either of the following tests: (1) at least 75% of its gross income is passive
or (2) an average of at least 50% of its assets produce, or are held for the
production of, passive income. Under certain circumstances, the Fund will be
subject to federal income tax on a portion of any "excess distribution"
received on the stock of a PFIC or of any gain from disposition of such stock
(collectively "PFIC income"), plus interest thereon, even if the Fund
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Fund's investment company
taxable income and, accordingly, will not be taxable to it to the extent that
income is distributed to its shareholders. If the Fund invests in a PFIC and
elects to treat the PFIC as a "qualified electing fund," then in lieu of the
foregoing tax and interest obligation, the Fund will be required to include in
income each year its pro rata share of the qualified electing fund's annual
ordinary earnings and net capital gain (the excess of net long-term capital
gain over net short-term capital loss)--which would have to be distributed to
satisfy the Distribution Requirement and avoid imposition of the Excise Tax--
even if those earnings and gain are not distributed to the Fund. In most
instances it will be very difficult, if not impossible, to make this election
because of certain requirements thereof.
Pursuant to proposed regulations, open-end RICs, such as the Fund, would be
entitled to elect to "mark-to-market" their stock in certain PFICs. "Marking-
to-market," in this context, means recognizing as gain for each taxable year
the excess, as of the end of that year, of the fair market value of each such
PFIC's stock over the owner's adjusted basis in that stock (including mark-to-
market gain for each prior year for which an election was in effect).
36
<PAGE>
The use of hedging and option income strategies by the Fund, such as writing
(selling) and purchasing options and futures, involves complex rules that will
determine for income tax purposes the character and timing of recognition of
the gains and losses the Fund realizes in connection therewith. Income from
transactions in options and futures derived by the Fund with respect to its
business of investing in securities will qualify as permissible income under
the Income Requirement. However, income from the disposition of options and
futures will be subject to the Short-Short Limitation if they are held for less
than three months.
If the Fund satisfies certain requirements, any increase in value of a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether the Fund satisfies the
Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be included in gross income for purposes of that limitation. The
Fund will consider whether it should seek to qualify for this treatment for its
hedging transactions. To the extent the Fund does not qualify for this
treatment, it may be forced to defer the closing out of certain options and
futures beyond the time when it otherwise would be advantageous to do so, in
order for the Fund to continue to qualify as a RIC.
OTHER INFORMATION
Prior to July 1, 1991, the name of the Fund was "PaineWebber Master Growth
Fund."
The Corporation is authorized to issue Class C shares of the Fund in addition
to Class A, Class B and Class D shares, but the Corporation's board of
directors has no current intention of doing so. Class C shares, if issued,
would bear no service or distribution fees, would be sold with no initial sales
charge and would be redeemable at net asset value without the imposition of a
contingent deferred sales charge. Class C shares would be offered only to a
limited class of institutional purchasers.
CLASS-SPECIFIC EXPENSES. The Fund might determine to allocate certain of its
expenses (in addition to distribution fees) to the specific Classes of the
Fund's shares to which those expenses are attributable. For example, Class B
shares of the Funds bear higher transfer agency fees per shareholder account
than those borne by Class A or Class D shares. The higher fee is imposed due to
the higher costs incurred by the Transfer Agent in tracking shares subject to a
contingent deferred sales charge because, upon redemption, the duration of the
shareholder's investment must be determined in order to determine the
applicable charge. Moreover, the tracking and calculations required by the
automatic conversion feature of the Class B shares will cause the Transfer
Agent to incur additional costs. Although the transfer agency fee will differ
on a per account basis as stated above, the specific extent to which the
transfer agency fees will differ between the Classes as a percentage of net
assets is not certain, because the fee as a percentage of net assets will be
affected by the number of shareholder accounts in each Class and the relative
amounts of net assets in each Class.
COUNSEL. The law firm of Kirkpatrick & Lockhart LLP, 1800 M Street, N.W.,
Washington, D.C., 20036-5891, counsel to the Corporation, has passed upon the
legality of the shares offered by the Prospectus. Kirkpatrick & Lockhart LLP
also acts as counsel to PaineWebber and Mitchell Hutchins in connection with
other matters.
37
<PAGE>
INDEPENDENT ACCOUNTANTS. Price Waterhouse LLP, 1177 Avenue of the Americas,
New York, N.Y. 10036, serves as the Corporation's independent accountants.
FINANCIAL STATEMENTS
The Fund's Annual Report to Shareholders for the fiscal year ended February
28, 1995 is a separate document supplied with this Statement of Additional
Information, and the financial statements, accompanying notes and report of
independent accountants appearing therein are incorporated by reference in this
Statement of Additional Information.
38
<PAGE>
APPENDIX A
DESCRIPTION OF MOODY'S CORPORATE BOND RATINGS
Aaa. Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues; Aa. Bonds which are
rated Aa are judged to be of high quality by all standards. Together with the
Aaa group they comprise what are generally known as high grade bonds. They are
rated lower than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the long-
term risks appear somewhat larger than in Aaa securities; A. Bonds which are
rated A possess many favorable investment attributes and are to be considered
as upper medium grade obligations. Factors giving security to principal and
interest are considered adequate but elements may be present which suggest a
susceptibility to impairment sometime in the future; Baa. Bonds which are rated
Baa are considered as medium grade obligations, i.e., they are neither highly
protected nor poorly secured. Interest payments and principal security appear
adequate for the present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well; Ba. Bonds which are rated Ba are judged to have
speculative elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class; B. Bonds which are
rated B generally lack characteristics of the desirable investment. Assurance
of interest and principal payments or of maintenance of other terms of the
contract over any long period of time may be small.
Note: Moody's may apply numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.
DESCRIPTION OF S&P CORPORATE DEBT RATINGS
AAA. Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong; AA. Debt rated AA has a very
strong capacity to pay interest and repay principal and differs from the high-
est rated issues only in small degree; A. Debt rated A has a strong capacity
to pay interest and repay principal although it is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
debt in higher rated categories; BBB. Debt rated BBB is regarded as having ade-
quate capacity to pay interest and repay principal. Whereas it normally exhib-
its adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest
and repay principal for debt in this category than for debt in higher rated
categories; BB, B. Debt rated BB or B is regarded, on balance, as predomi-
nantly speculative with respect to capacity to pay interest and repay principal
in accordance with the terms of the obligation. BB
A-1
<PAGE>
indicates the lowest degree of speculation and B a somewhat higher degree of
speculation. While such debt will likely have some quality and protective char-
acteristics, these are outweighed by large uncertainties or major risk expo-
sures to adverse conditions.
Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
NR: "NR" indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.
DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS
PRIME-1. Issuers assigned this highest rating have a superior capacity for
repayment of short-term promissory obligations. Prime-1 repayment capacity will
normally be evidenced by the following characteristics: leading market
positions in well established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; well established access to
a range of financial markets and assured sources of alternate liquidity; PRIME-
2. Issuers assigned this rating have a strong capacity for repayment of short-
term promissory obligations. This will normally be evidenced by many of the
characteristics cited above but to a lesser degree. Earnings trends and
coverage ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS
A. Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety; A-1. This
designation indicates that the degree of safety regarding timely payment is
either overwhelming or very strong. Those issues determined to possess
overwhelming safety characteristics are denoted with a plus (+) sign
designation; A-2. Capacity for timely payment on issues with this designation
is strong. However, the relative degree of safety is not as high as for issues
designated A-1.
A-2
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THE PROSPECTUS OR IN THIS STATEMENT OF
ADDITIONAL INFORMATION IN CONNECTION WITH THE OFFERING MADE BY THE 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. THE PROSPECTUS
AND THIS STATEMENT OF ADDITIONAL INFORMATION DO NOT CONSTITUTE AN OFFERING BY
THE FUND OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE.
-----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Policies and Restrictions...................................... 1
Hedging Strategies........................................................ 9
Directors and Officers.................................................... 15
Investment Advisory and Distribution Arrangements......................... 21
Portfolio Transactions.................................................... 26
Reduced Sales Charges, Additional Exchange and Redemption Information and
Other Services........................................................... 28
Conversion of Class B Shares.............................................. 32
Valuation of Shares....................................................... 32
Performance Information................................................... 33
Taxes..................................................................... 35
Other Information......................................................... 37
Financial Statements...................................................... 38
Appendix A................................................................ A-1
</TABLE>
(C)1995 PAINEWEBBER INCORPORATED
[LOGO OF RECYCLED PAPER APPEARS HERE]
PaineWebber
Blue Chip Growth Fund
- --------------------------------------------------------------------------------
Statement of Additional Information
July , 1995
- --------------------------------------------------------------------------------
[LOGO OF PAINEWEBBER APPEARS HERE]
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements: (to be filed)
(b) Exhibits:
(1) Amended and Restated Articles of Incorporation
effective July 1, 1991 5/
(2) Amended By-Laws 1/
(3) Voting trust agreement - none
(4) Specimen security - none
(5) Investment Advisory and Administration Contract 2/
(6) (a) Distribution Contract with respect to Class A
shares 10/
(b) Distribution Contract with respect to Class B
shares 10/
(c) Distribution Contract with respect to Class D
shares 10/
(d) Exclusive Dealer Agreement with respect to Class
A shares 10/
(e) Exclusive Dealer Agreement with respect to Class
B shares 10/
(f) Exclusive Dealer Agreement with respect to Class
D shares 10/
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 3/
(9) (a) Transfer Agency Agreement 4/
(b) Service Contract 3/
(10) (a) Opinion and consent of Kirkpatrick & Lockhart,
counsel to the Registrant with respect to Class A
and Class B Shares 5/
(b) Opinion and consent of Kirkpatrick & Lockhart,
counsel to the Registrant with respect to Class D
Shares 7/
(11) Other opinions, appraisals, rulings and consents:
Accountant's Consent (to be filed)
(12) Financial statements omitted from prospectus - none
(13) Letter of investment intent 1/
(14) Prototype Retirement Plan 6/
(15) (a) Plan of Distribution pursuant to Rule 12b-1 with
respect to Class A Shares 7/
(b) Plan of Distribution pursuant to Rule 12b-1 with
respect to Class B Shares 7/
(c) Plan of Distribution pursuant to Rule 12b-1 with
respect to Class D Shares 8/
(16) (a) Schedule for Computation of Performance
<PAGE>
Quotations with respect to Class B Shares 5/
(b) Schedule for Computation of Performance
Quotations with respect to Class A Shares 7/
(c) Schedule for Computation of Performance
Quotations with respect to Class D Shares 9/
<PAGE>
____________________
1/ Incorporated by reference from Pre-Effective Amendment No. 2 to the
registration statement, SEC File No. 33-2524, filed March 11, 1986.
2/ Incorporated by reference from Post-Effective Amendment No. 8 to the
registration statement, SEC File No. 33-2524, filed April 28, 1989.
3/ Incorporated by reference from Post-Effective Amendment No. 11 to the
registration statement, SEC File No. 33-2524, filed June 29, 1990.
4/ Incorporated by reference from Post-Effective Amendment No. 13 to the
registration statement, SEC File No. 33-2524, filed May 3, 1991.
5/ Incorporated by reference from Post-Effective Amendment No. 14 to the
registration statement, SEC File No. 33-2524, filed June 27, 1991.
6/ Incorporated by reference from Post-Effective Amendment No. 20 to the
registration statement of PaineWebber Managed Investments Trust, SEC
File No. 2-91362, filed April 1, 1992.
7/ Incorporated by reference from Post-Effective Amendment No. 16 to the
registration statement, SEC File No. 33-2524, filed May 1, 1992.
8/ Incorporated by reference from Post-Effective Amendment No. 18 to the
registration statement, SEC File No. 33-2524, filed April 30, 1993.
9/ Incorporated by reference from Post-Effective Amendment No. 19 to
the registration statement, SEC File No. 33-2524, filed July 1, 1993.
10/ Incorporated by reference from Post-Effective Amendment No. 21 to the
registration statement, SEC File No. 33-2524, filed July 1, 1994.
Item 25. Persons Controlled by or under Common Control with Registrant
None
<PAGE>
Item 26. Number of Holders of Securities
Number of Record
Shareholders as of
Title of Class April 28, 1995
Shares of common stock
($.001 par value)
PaineWebber Asset Allocation Fund
- Class A shares 16,529
- Class B shares 4,115
- Class D Shares 839
PaineWebber Blue Chip Growth Fund
- Class A shares 5,289
- Class B shares 3,614
- Class D shares 443
PaineWebber Money Market Fund
- Class A shares 1,781
- Class B shares 2,220
- Class D shares 612
Item 27. Indemnification
Article Eleventh of the Amended and Restated Articles of Incorporation
provides that the directors and officers of the Registrant shall not be
liable to the Registrant or to any of its stockholders for monetary
damages to the maximum extent permitted by applicable law. Article
Eleventh also provides that any repeal or modification of Article Eleventh
or adoption, or modification of any other provision of the Articles or By-
Laws inconsistent with Article Eleventh shall not adversely affect any
limitation of liability of any director or officer of the Registrant with
respect to any act or failure to act which occurred prior to such repeal,
modification or adoption.
Article Eleventh of the Amended and Restated Articles of Incorporation and
Section 10.01 of Article X of the By-Laws provide that the Registrant
shall indemnify and advance expenses to its present and past directors,
officers, employees and agents, and any persons who are serving or have
served at the request of the Registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, or
enterprise, to the fullest extent permitted by law.
Section 10.02 of Article X of the By-Laws further provides that the
Registrant may purchase and maintain insurance on behalf of any person who
is or was a director, officer or employee of the Registrant, or is or was
serving at the request of the Registrant as a director, officer or
employee of a corporation, partnership, joint venture, trust or other
<PAGE>
enterprise against any liability asserted against him or out of his or her
status as such whether or not the Registrant would have the power to
indemnify him or her against such liability.
Section 9 of the Investment Advisory and Administration Contract provides
that Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins") shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by Registrant in connection with the matters to which the
Contract relates except for a loss resulting from willful misfeasance, bad
faith or gross negligence of Mitchell Hutchins in the performance of its
duties or from its reckless disregard of its obligations and duties under
the Contract. Section 9 further provides that any person, even though
also an officer, partner, employee or agent of Mitchell Hutchins, who may
be or become an officer, director, employee or agent of Registrant shall
be deemed, when rendering services to the Registrant or acting with
respect to any business of the Registrant, to be rendering such service to
or acting solely for the Registrant and not as an officer, partner,
employee, or agent or one under the control or direction of Mitchell
Hutchins even though paid by it.
Section 9 of each Distribution Contract provides that the Registrant will
indemnify Mitchell Hutchins and its officers, directors or controlling
persons against all liabilities arising from any alleged untrue statement
of material fact in the Registration Statement or from alleged omission to
state in the Registration Statement a material fact required to be stated
in it or necessary to make the statements in it, in light of the
circumstances under which they were made, not misleading, except insofar
as liability arises from untrue statements or omissions made in reliance
upon and in conformity with information furnished by Mitchell Hutchins to
the Registrant for use in the Registration Statement; and provided that
this indemnity agreement shall not protect any such persons against
liabilities arising by reason of their bad faith, gross negligence or
willful misfeasance; and shall not inure to the benefit of any such
persons unless a court of competent jurisdiction or controlling precedent
determines that such result is not against public policy as expressed in
the Securities Act of 1933. Section 9 of each Distribution Contract also
provides that Mitchell Hutchins agrees to indemnify, defend and hold the
Registrant, its officers and directors free and harmless of any claims
arising out of any alleged untrue statement or any alleged omission of
material fact contained in information furnished by Mitchell Hutchins for
use in the Registration Statement or arising out of an agreement between
Mitchell Hutchins and any retail dealer, or arising out of supplementary
literature or advertising used by Mitchell Hutchins in connection with
each Distribution Contract.
Section 9 of each Exclusive Dealer Agreement contains provisions similar
to Section 9 of each Distribution Contract, with respect to PaineWebber
Incorporated ("PaineWebber").
Section 7 of the Service Contract provides that PaineWebber shall be
indemnified and held harmless by the Registrant against all liabilities,
except those arising out of bad faith, gross negligence, willful
misfeasance or reckless disregard of its duties under the Service
Contract.
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be provided to directors, officer and
controlling persons of the Registrant, pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
connection with the successful defense of any action, suit or proceeding
or payment pursuant to any insurance policy) is asserted against the
Registrant by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
Mitchell Hutchins, a Delaware corporation, is a registered investment
adviser and is a wholly owned subsidiary of PaineWebber which is, in turn,
a wholly owned subsidiary of Paine Webber Group Inc. Mitchell Hutchins is
primarily engaged in the investment advisory business. Information as to
the officers and directors of Mitchell Hutchins is included in its Form
ADV filed on December 19, 1994, with the Securities and Exchange
Commission (registration number 801-13219) and is incorporated herein by
reference.
Item 29. Principal Underwriters
a) Mitchell Hutchins serves as principal underwriter and/or
investment adviser for the following investment companies:
ALL-AMERICAN TERM TRUST INC.
GLOBAL HIGH INCOME DOLLAR FUND INC.
GLOBAL INCOME PLUS FUND, INC.
GLOBAL SMALL CAP FUND INC.
MITCHELL HUTCHINS/KIDDER, PEABODY EQUITY INCOME FUND, INC.
MITCHELL HUTCHINS/KIDDER, PEABODY GOVERNMENT INCOME FUND, INC.
MITCHELL HUTCHINS/KIDDER, PEABODY INSTITUTIONAL SERIES TRUST
MITCHELL HUTCHINS/KIDDER, PEABODY INVESTMENT TRUST
MITCHELL HUTCHINS/KIDDER, PEABODY INVESTMENT TRUST II
MITCHELL HUTCHINS/KIDDER, PEABODY INVESTMENT TRUST III
PAINEWEBBER AMERICA FUND
PAINEWEBBER ATLAS FUND
PAINEWEBBER INVESTMENT SERIES
PAINEWEBBER MANAGED ASSETS TRUST
PAINEWEBBER MANAGED INVESTMENTS TRUST
PAINEWEBBER MASTER SERIES, INC.
<PAGE>
PAINEWEBBER MUNICIPAL SERIES
PAINEWEBBER MUTUAL FUND TRUST
PAINEWEBBER OLYMPUS FUND
PAINEWEBBER PREMIER HIGH INCOME TRUST INC.
PAINEWEBBER PREMIER INSURED MUNICIPAL INCOME FUND INC.
PAINEWEBBER PREMIER TAX-FREE INCOME FUND, INC.
PAINEWEBBER REGIONAL FINANCIAL GROWTH FUND INC.
PAINEWEBBER SECURITIES TRUST
PAINEWEBBER SERIES TRUST
STRATEGIC GLOBAL INCOME FUND INC.
TRIPLE A AND GOVERNMENT SERIES - 1995, INC.
TRIPLE A AND GOVERNMENT SERIES - 1997, INC.
2002 TARGET TERM TRUST INC.
b) Mitchell Hutchins is the principal underwriter for the
Registrant. PaineWebber acts as exclusive dealer for the shares
of the Registrant. The directors and officers of Mitchell
Hutchins, their principal business addresses, and their
positions and offices with Mitchell Hutchins are identified in
its Form ADV filed December 19, 1994, with the Securities and
Exchange Commission (registration number 801-13219). The
directors and officers of PaineWebber, their principal business
addresses, and their positions and offices with PaineWebber are
identified in its Form ADV filed February 13, 1995, with the
Securities and Exchange Commission (registration number 801-
7163). The foregoing information is hereby incorporated herein
by reference. The information set forth below is furnished for
those directors and officers of Mitchell Hutchins or PaineWebber
who also serve as directors or officers of the Registrant:
<PAGE>
<TABLE>
<CAPTION>
Position and Offices With
Name and Principal Position With Underwriter or
Business Address Registrant Exclusive Dealer
<S> <C> <C>
Frank P.L. Minard Director Chairman of the Board of
1285 Avenue of the Americas Mitchell Hutchins and a
New York, New York 10019 Director of Mitchell Hutchins
and PaineWebber
Margo N. Alexander President President, Chief Executive
1285 Avenue of the Avenues Officer and a Director of
New York, NY 10019 Mitchell Hutchins
Teresa M. Boyle Vice President Vice President and Manager --
1285 Avenue of the Americas Advisory Administration of
New York, New York 10019 Mitchell Hutchins
Joan L. Cohen Vice President Vice President and Attorney of
1285 Avenue of the Americas Mitchell Hutchins
New York, New York 10019
Karen L. Finkel Vice President First Vice President and
1285 Avenue of the Americas Portfolio Manager of Mitchell
New York, New York 10019 Hutchins
Ellen R. Harris Vice President Managing Director and Chief
1285 Avenue of the Americas Domestic Equity Strategist of
New York, New York 10019 Mitchell Hutchins
Anne Moran Vice President Vice President of Mitchell
1285 Avenue of the Americas Hutchins
New York, New York 10010
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Position and offices with
Name and Principal Position With Underwriter or
Business Address Registrant Exclusive Dealer
<S> <C> <C>
Dianne E. O'Donnell Vice President Senior Vice President and
1285 Avenue of the Americas and Secretary Senior Associate General
New York, New York 10019 Counsel of Mitchell Hutchins
Victoria E. Schonfeld Vice President Managing Director and General
1285 Avenue of the Americas and Assistant Counsel of Mitchell Hutchins
New York, New York 10019 Treasurer
Paul H. Schubert Vice President Vice President of Mitchell
1285 Avenue of the Americas and Assistant Hutchins
New York, New York 10019 Treasurer
Martha J. Slezak Vice President and Vice President of Mitchell
1285 Avenue of the Americas Assistant Treasurer Hutchins
New York, New York 10019
Julian F. Sluyters Vice President and Senior Vice President and
1285 Avenue of the Americas Treasurer Director of Mutual Fund
New York, New York 10019 Division of Mitchell Hutchins
Gregory K. Todd Vice President First Vice President and
1285 Avenue of the Americas and Assistant Associate General Counsel of
New York, New York 10019 Secretary Mitchell Hutchins
</TABLE>
C) None
Item 30. Location of Accounts and Records
The books and other documents required by paragraphs (b)(4), (c) and (d)
of Rule 31a-1 under the Investment Company Act of 1940 are maintained in
the physical possession of Mitchell Hutchins, 1285 Avenue of the Americas,
New York, New York 10019. All other accounts, books and documents
required by Rule 31a-1 are maintained in the physical possession of
Registrant's transfer agent and custodian.
<PAGE>
Item 31. Management Services
Not applicable.
Item 32. Undertakings
Registrant hereby undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
<PAGE>
PAINEWEBBER MASTER SERIES, INC.
EXHIBIT INDEX
Exhibit
Number Page
(1) Amended and Restated Articles of Incorporation effective July 1,
1991 5/
(2) Amended By-Laws 1/
(3) Voting trust agreement - none
(4) Specimen Security - none
(5) Investment Advisory and Administration Contract 2/
(6) (a) Distribution Contract with respect to Class A Shares 10/
(b) Distribution Contract with respect to Class B Shares 10/
(c) Distribution Contract with respect to Class D Shares 10/
(d) Exclusive Dealer Agreement with respect to Class A
Share 10/
(e) Exclusive Dealer Agreement with respect to Class B
Shares 10/
(f) Exclusive Dealer Agreement with respect to Class D
Shares 10/
(7) Bonus, profit sharing or pension plans - none
(8) Custodian Agreement 3/
(9) (a) Transfer Agency Agreement 4/
(b) Service Contract 3/
(10) (a) Opinion and consent of Kirkpatrick & Lockhart, counsel
to the Registrant, with respect to Class A and B
Shares 5/
(b) Opinion and consent of Kirkpatrick & Lockhart, counsel
to the Registrant, with respect to Class D Shares 7/
(11) Other opinions, appraisals, rulings and consents: Accountant's
Consent (to be filed)
(12) Financial Statements omitted from prospectus - none
(13) Letter of investment intent 1/
(14) Prototype Retirement Plan 6/
(15) (a) Plan of Distribution pursuant to Rule 12b-1 with respect to
Class A Shares 7/
(b) Plan of Distribution pursuant to Rule 12b-1 with
respect to Class B Shares 7/
(c) Plan of Distribution pursuant to Rule 12b-1 with
respect to Class D Shares 8/
(16) (a) Schedule for Computation of Performance Quotations
with respect to Class B Shares 5/
(b) Schedule for Computation of Performance Quotations
with respect to Class A Shares 7/
(c) Schedule for Computation of Performance Quotations
with respect to Class D Shares 9/
<PAGE>
_______________
1/ Incorporated by reference from Pre-Effective Amendment No. 2 to the
registration statement, SEC File No. 33-2524, filed March 11, 1986.
2/ Incorporated by reference from Post-Effective Amendment No. 8 to the
registration statement, SEC File No. 33-2524, filed April 28, 1989.
3/ Incorporated by reference from Post-Effective Amendment No. 11 to the
registration statement, SEC File No. 33-2524, filed June 29, 1990.
4/ Incorporated by reference from Post-Effective Amendment No. 13 to the
registration statement, SEC File No. 33-2524, filed May 3, 1991.
5/ Incorporated by reference from Post-Effective Amendment No. 14 to the
registration statement, SEC File No. 33-2524, filed June 27, 1991.
6/ Incorporated by reference from Post-Effective Amendment No. 20 to the
registration statement of PaineWebber Managed Investments Trust, SEC
File No. 2-91362, filed April 1, 1992.
7/ Incorporated by reference from Post-Effective Amendment No. 16 to the
registration statement, SEC File No. 33-2524, filed May 1, 1992.
8/ Incorporated by reference from Post-Effective Amendment No. 18 to the
registration statement, SEC File No. 33-2524, filed April 30, 1993.
9/ Incorporated by reference from Post-Effective Amendment No. 19
to the registration statement, SEC File No. 33-2524, filed
July 1, 1993.
10/ Incorporated by reference from Post-Effective Amendment No. 21 to the
registration statement, SEC File No. 33-2524, filed July 1, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant, PaineWebber Master
Series, Inc., has duly caused this Post-Effective Amendment No. 23 to be
signed on its behalf by the undersigned, thereunto duly authorized, in
this City of New York and State of New York, on the 10th day of May, 1995.
PAINEWEBBER MASTER SERIES, INC.
By:/s/ Dianne E. O'Donnell
---------------------------------
Dianne E. O'Donnell
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Margo N. Alexander **** President (Chief Executive Officer) May 10, 1995
Margo N. Alexander
/s/ E. Garrett Bewkes, Jr. * Director and Chairman May 10, 1995
E. Garrett Bewkes, Jr. of the Board of Directors
/s/ Meyer Feldberg ** Director May 10, 1995
Meyer Feldberg
/s/ George W. Gowen *** Director May 10, 1995
George W. Gowen
/s/ Frederic V. Malek *** Director May 10, 1995
Frederic V. Malek
/s/ Frank P. L. Minard * Director May 10, 1995
Frank P. L. Minard
/s/ Judith Davidson Moyers *** Director May 10, 1995
Judith Davidson Moyers
/s/ Thomas F. Murray *** Director May 10, 1995
Thomas F. Murray
/s/ Julian F. Sluyters ***** Vice President and May 10, 1995
Julian F. Sluyters Treasurer (Principal Financial and
Accounting Officer)
</TABLE>
<PAGE>
SIGNATURES (Continued)
* Signatures affixed by Elinor W. Gammon pursuant to powers of
attorney dated January 3, 1994 and November 20, 1993, respectively, and
incorporated by reference from Post-Effective Amendment No. 20 to the
registration statement of PaineWebber Master Series, Inc., SEC File No.
33-2524, filed February 28, 1994.
** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated December 27, 1990 and incorporated by reference from Post-
Effective Amendment No. 2 to the registration statement of PaineWebber
Regional Financial Growth Fund Inc., SEC File No. 33-33231, filed May 1,
1991.
*** Signatures affixed by Elinor W. Gammon pursuant to powers of
attorney dated March 27, 1990 and incorporated by reference from Post-
Effective Amendment No. 10 to the registration statement of PaineWebber
Master Series, Inc., SEC File No. 33-2524, filed May 2, 1990.
**** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 8, 1995 and incorporated by reference from Post-
Effective Amendment No. 34 to the registration statement of PaineWebber
America Fund, SEC File No. 2-78626, filed May 10, 1995.
***** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated April 16, 1993 and incorporated by reference from Post-
Effective Amendment No. 27 to the registration statement of PaineWebber
Managed Investments Trust, SEC File No. 2-91362, filed January 31, 1994.
2
