<PAGE> 1
PAINEWEBBER CAPITAL APPRECIATION FUND
SUPPLEMENT TO PROSPECTUS
DATED AUGUST 1, 1994
THE FOLLOWING AMENDS THE INFORMATION APPEARING UNDER THE CAPTION "MANAGEMENT" ON
PAGE 19 OF THE PROSPECTUS:
At a meeting held November 9, 1994, Denver Investment Advisors, Inc.
("DIA"), sub-adviser for the Fund, informed the board that First Interstate
Bancorp, the indirect parent of DIA, had agreed in principle to sell the
investment advisory business of DIA to a new company, Denver Investment
Advisors, LLC (New DIA), which is owned by the current principal officers of
DIA, in a transaction expected to be consummated on or before April 30, 1995
("Transaction").
The board of trustees approved for submission to the shareholders a
proposed sub-advisory contract between Mitchell Hutchins Asset Management Inc.
and New DIA ("New Sub-Advisory Contract"), to take effect upon consummation of
the Transaction. The terms and conditions of the New Sub-Advisory Contract
provide for the same sub-advisory fee and are otherwise identical to those of
the current sub-advisory contract with DIA except for different effective and
termination dates and for making explicit the authorization of New DIA to vote
proxies of issuers of securities held by the Fund. A special meeting of the
shareholders is currently scheduled to be held March 1, 1995, at which time
shareholders will be asked to approve the contract.
Dated: February 21, 1995
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The Fund is a series of PaineWebber Managed Assets Trust ("Trust"). This
Prospectus concisely sets forth information about the Fund a prospective
investor should know before investing. Please retain this Prospectus for future
reference. A Statement of Additional Information dated August 1, 1994 (which is
incorporated by reference herein) has been filed with the Securities and
Exchange Commission. The Statement of Additional Information can be obtained
without charge, and further inquiries can be made, by contacting the Fund, your
PaineWebber investment executive or PaineWebber's correspondent firms or by
calling toll-free 1-800-647-1568.
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PROSPECTIVE WISCONSIN INVESTORS SHOULD NOTE THAT THE FUND MAY INVEST UP TO 10%
OF ITS NET ASSETS IN RESTRICTED SECURITIES (OTHER THAN RULE 144A SECURITIES
DETERMINED TO BE LIQUID BY THE TRUST'S BOARD OF TRUSTEES). INVESTMENT IN
RESTRICTED SECURITIES (OTHER THAN SUCH RULE 144A SECURITIES) IN EXCESS OF 5% OF
THE FUND'S TOTAL ASSETS MAY BE CONSIDERED A SPECULATIVE ACTIVITY AND MAY RESULT
IN GREATER RISK AND INCREASED FUND EXPENSES.
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August 1, 1994
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PAINEWEBBER
CAPITAL APPRECIATION
FUND
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Prospectus Summary..................... 2
Financial Highlights................... 6
Flexible Pricing System................ 7
Investment Objective and Policies...... 8
Purchases.............................. 11
Exchanges.............................. 14
Redemptions............................ 15
Conversion of Class B Shares........... 16
Other Services and Information......... 17
Dividends and Taxes.................... 18
Valuation of Shares.................... 19
Management............................. 19
Performance Information................ 21
General Information.................... 22
Appendix A............................. A-1
</TABLE>
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A PAINEWEBBER MUTUAL FUND
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR
ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND OR
BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY
BE MADE.
------------------------
PAINEWEBBER CAPITAL APPRECIATION FUND
PROSPECTUS SUMMARY
See the body of the Prospectus for more information on the topics discussed
in this summary.
<TABLE>
<S> <C>
The Fund: This Prospectus describes PaineWebber Capital Appreciation
Fund ("Fund"), a diversified series of an open-end, manage-
ment investment company.
Investment Objective and Long-term capital appreciation; invests primarily in common
Policies: stocks of medium-sized companies (including U.S. dollar-
denominated securities of foreign companies) selected using a
research intensive approach and valuation techniques that
emphasize earnings growth.
Total Net Assets: $205.4 million at June 30, 1994.
Investment Adviser and Mitchell Hutchins Asset Management Inc. ("Mitchell Hutch-
Administrator: ins"), an asset management subsidiary of PaineWebber Incor-
porated ("PaineWebber"), manages approximately $36.3 billion
in assets. See "Management."
Sub-Adviser: Denver Investment Advisors, Inc. ("Sub-Adviser") manages
approximately $7.2 billion in assets. See "Management."
Purchases: Shares of beneficial interest 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
Fund's transfer agent ("Transfer Agent").
Flexible Pricing System: Investors may select Class A, Class B or Class D shares, 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."
Class A Shares Offered at net asset value plus any applicable sales charge
(maximum is 4.5% of public offering price).
</TABLE>
2
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<TABLE>
<S> <C>
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
purchase). Class B shares automatically convert into Class A
shares (which pay lower ongoing expenses) approximately six
years after purchase.
Class D Shares Offered at net asset value without an initial or contingent
deferred sales charge. Class D shares pay higher ongoing
expenses than Class A shares and do not convert into another
Class.
Exchanges: Shares may be exchanged for shares of the corresponding Class
of most PaineWebber mutual funds.
Redemptions: PaineWebber clients may redeem through PaineWebber; other
shareholders must redeem through the Transfer Agent.
Dividends: Declared and paid annually; net capital gain is also distri-
buted 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:
Class A Shares Automatic investment plan Quantity discounts on initial
Systematic withdrawal plan sales charge
Rights of accumulation 365-day reinstatement privilege
Class B Shares Automatic investment plan Systematic withdrawal plan
Class D Shares Automatic investment plan Systematic withdrawal plan
</TABLE>
WHO SHOULD INVEST. The Fund invests primarily in common stocks of a
diversified group of medium-sized companies selected based on research
emphasizing earnings growth. Accordingly, the Fund is designed for investors
seeking long-term growth of capital who are able to bear the risks inherent in
such equity investments.
While the Fund is not intended to provide a complete or balanced investment
program, it can serve as one component of an investor's long-term program to
accumulate assets for retirement, college tuition or other major goals.
RISK FACTORS. There can be no assurance that the Fund will achieve its
investment objective. The Fund's net asset value will fluctuate based upon
changes in the value of its portfolio securities. Investing in securities of
medium-sized and smaller companies entails greater market volatility and risks
of adverse financial developments than is the case for
3
<PAGE> 5
securities of larger companies. The Fund's ability to invest in U.S.
dollar-denominated foreign equity securities and its use of options and futures
contracts also entails special risks.
EXPENSES OF INVESTING IN THE FUND. The following tables are intended to
assist investors in understanding the expenses associated with investing in the
Fund.
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 percent-
age of redemption proceeds)............................ None 5% None
</TABLE>
ANNUAL FUND OPERATING EXPENSES (2 )
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
------- ------- -------
<S> <C> <C> <C>
Management fees.......................................... 1.00% 1.00% 1.00%
12b-1 fees(3)............................................ 0.25 1.00 1.00
Other expenses........................................... 0.29 0.30 0.28
------- ------- -------
Total operating expenses................................. 1.54% 2.30% 2.28%
====== ====== ======
</TABLE>
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(1) Sales charge waivers are available for Class A and Class B shares, reduced
sales charge purchase plans are available for Class A shares and exchange
fee waivers are available for all three Classes. The maximum 5% contingent
deferred sales charge on Class B shares applies to redemptions during the
first year after purchase; the charge generally declines by 1% annually
thereafter, reaching zero after six years. See "Purchases."
(2) See "Management" for additional information. All expenses are those actually
incurred for the fiscal year ended March 31, 1994.
(3) 12b-1 fees have two components, as follows:
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
------- ------- -------
<S> <C> <C> <C>
12b-1 service fees.................................. 0.25% 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 D shareholders may pay more in direct and indirect sales charges
(including distribution fees) than the economic equivalent of the maximum
front-end sales charges permitted by the National Association of Securities
Dealers, Inc.
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EXAMPLE OF EFFECT OF FUND EXPENSES
An investor would directly or indirectly pay the following expenses on a
$1,000 investment in the Fund, assuming a 5% annual return:
<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Class A Shares(1).................... $ 60 $ 91 $ 125 $ 220
Class B Shares:
Assuming a complete redemption
at end of period(2)(3)........ $ 73 $ 102 $ 143 $ 227
Assuming no redemption(3)....... $ 23 $ 72 $ 123 $ 227
Class D Shares....................... $ 23 $ 71 $ 122 $ 262
</TABLE>
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(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
contingent deferred sales charge.
(3) Ten-year figures assume conversion of Class B shares to Class A shares at
end of sixth year.
The Example assumes that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual Fund Operating
Expenses remain the same in the years shown. The above tables and the assumption
in the Example of a 5% annual return are required by regulations of the
Securities and Exchange Commission ("SEC") applicable to all mutual funds; the
assumed 5% annual return is not a prediction of, and does not represent, the
projected or actual performance of any Class of the Fund's shares.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND THE FUND'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.
The actual expenses attributable to each Class of Fund 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> 7
FINANCIAL HIGHLIGHTS
The table below provides selected per share data and ratios for one Class A
share, one Class B share and one Class D share of the Fund for 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 March 31, 1994, which are incorporated by reference into the
Statement of Additional Information. The financial statements and notes, as well
as the information in the table appearing below have been audited by Ernst &
Young, independent auditors, whose report thereon is included in the Annual
Report to Shareholders. Further information about the performance of the Fund is
also included in the Annual Report to Shareholders, which may be obtained
without charge.
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
------------------------------- ------------------------------- -------------------------------
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
APRIL 7, APRIL 7, JULY 2,
FOR THE YEAR 1992** FOR THE YEAR 1992** FOR THE YEAR 1992***
ENDED TO ENDED TO ENDED TO
MARCH 31, 1994 MARCH 31, 1993 MARCH 31, 1994 MARCH 31, 1993 MARCH 31, 1994 MARCH 31, 1993
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period................ $ 10.53 $ 9.55 $ 10.94 $ 10.00 $ 10.47 $ 8.89
INCOME FROM INVESTMENT
OPERATIONS:
Net investment loss....... (0.09) (0.06) (0.17) (0.11) (0.10) (0.05)
Net realized and
unrealized gains from
investment
transactions............ 1.21 1.04 1.25 1.05 1.13 1.63
----------- ----------- ----------- ----------- ----------- -----------
Total income from
investment operations... 1.12 0.98 1.08 0.94 1.03 1.58
----------- ----------- ----------- ----------- ----------- -----------
Net asset value, end of
period.................. $ 11.65 $ 10.53 $ 12.02 $ 10.94 $ 11.50 $ 10.47
=========== =========== =========== =========== =========== ===========
Total return(1)........... 10.64% 10.26% 9.87% 9.40% 9.84% 17.77%
=========== =========== =========== =========== =========== ===========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000's omitted)......... $ 58,523 $ 48,582 $133,828 $105,490 $ 29,884 $ 13,806
Expenses to average net
assets.................. 1.54% 1.72%* 2.30% 2.49%* 2.28% 2.31%*
Net investment loss to
average net assets...... (0.84)% (0.78)%* (1.60)% (1.55)%* (1.58)% (1.53)%*
Portfolio turnover rate... 60.48% 50.60% 60.48% 50.60% 60.48% 50.60%
</TABLE>
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(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
dividends and capital gain distributions at net asset value on the payable
dates, and a sale at net asset value on the last day of each period
reported. The figures do not include sales charges; results for Class A and
Class B shares would be lower if sales charges were included. Total
investment return for periods less than one year are not annualized.
* Annualized.
** Commencement of operations.
*** Commencement of offering of shares.
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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 charge Service fee of 0.25% Initial sales charge
of 4.5% of the public waived or reduced for
offering price certain purchases
CLASS B Maximum contingent deferred Service fee of 0.25%; Shares convert to Class A
sales charge of 5% of distribution fee of 0.75% shares approximately six
redemption proceeds; years after issuance
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 on-going annual expenses
described below, as well as any other relevant facts and circumstances.
SALES CHARGES. Class A shares are sold at net asset value plus an initial
sales charge of up to 4.5% of the public offering price. Because of this initial
sales charge, not all of a Class A shareholder's purchase price is invested in
the Fund. Class B shares are sold with no initial sales charge, but a contingent
deferred sales charge of up to 5% of the redemption proceeds applies to
redemptions made within six years of purchase. Class D shareholders pay no
initial or contingent deferred sales charges. Thus, the entire amount of a Class
B or Class D shareholder's purchase price is immediately invested in the Fund.
WAIVERS AND REDUCTIONS OF CLASS A SALES CHARGES. Class A share purchases
over $50,000 and Class A share purchases made under the Fund's reduced sales
charge plan may be made at a reduced sales charge. In considering the combined
cost of sales charges and ongoing annual expenses, investors should take into
account any reduced sales charges on Class A shares for which they may be
eligible.
The entire initial sales charge on Class A shares is waived for certain
eligible purchasers. Because Class A shares bear lower ongoing annual expenses
than Class B shares or Class D shares, investors eligible for complete waivers
should purchase Class A shares.
ONGOING ANNUAL EXPENSES. All three Classes of Fund shares pay an annual
12b-1 service fee of 0.25% of average daily net assets.
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Class B and Class D shares pay an annual 12b-1 distribution fee of 0.75% of
average daily net assets. Annual 12b-1 distribution fees are a form of
asset-based sales charge. An investor should consider both ongoing annual
expenses and initial or contingent deferred sales charges in estimating the
costs of investing in the respective Classes of Fund shares over various time
periods.
For example, assuming a constant net asset value, the cumulative
distribution fees on the Fund's Class B or Class D shares and the 4.5% maximum
initial sales charge on the Fund's Class A shares would all be approximately
equal if the shares were held for six years. Because Class B shares convert to
Class A shares (which do not bear the expense of ongoing distribution fees)
approximately six years after purchase, an investor expecting to hold Fund
shares for longer than six years would generally pay lower cumulative expenses
by purchasing Class A or Class B shares than by purchasing Class D shares. An
investor expecting to hold Fund shares for less than six years would generally
pay lower cumulative expenses by purchasing Class D shares than by purchasing
Class A shares, and due to the contingent deferred sales charges that would
become payable on redemption of Class B shares, such an investor would generally
pay lower cumulative expenses by purchasing Class D shares than Class B shares.
The foregoing examples do not reflect, among other variables, the cost or
benefit of bearing sales charges or distribution fees at the time of purchase,
upon redemption or over time, nor can they reflect fluctuations in the net asset
value of Fund shares, which will affect the actual amount of expenses paid.
Expenses borne by Classes may differ slightly because of the allocation of other
Class-specific expenses. The "Example of Effect of Fund Expenses" under
"Prospectus Summary" shows the cumulative expenses an investor would pay over
time on a hypothetical investment in each Class of Fund shares, assuming an
annual return of 5%.
OTHER INFORMATION
PaineWebber investment executives may receive different levels of
compensation for selling one particular Class of Fund shares rather than
another. Investors should understand that distribution fees and initial and
contingent deferred sales charges all are intended to compensate Mitchell
Hutchins for distribution services.
See "Purchases," "Redemptions" and "Management" for a more complete
description of the initial and contingent deferred sales charges, service fees
and distribution fees for the three Classes of shares of the Fund. See also
"Conversion of Class B Shares," "Dividends and Taxes," "Valuation of Shares" and
"General Information" for other differences among the three Classes.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to achieve long-term capital
appreciation. Under normal circumstances, the Fund invests at least 65% of its
total assets in common stocks of medium-sized companies (including U.S.
dollar-denominated securities of foreign companies) selected using a research
intensive approach and valuation techniques that emphasize earnings growth.
For purposes of the foregoing, "medium-sized" companies are domestic
companies that are not included in the top 100 of the 500 largest industrial
corporations as ranked by Fortune Magazine ("Fortune") or in the top 20% of
Fortune's separate rankings for other industries or foreign companies with
market capitalizations of less than $10 billion. In addition, to qualify as a
medium-sized company,
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both domestic and foreign companies must have either revenues or market
capitalizations of at least $100 million. Although most medium-sized companies
in which the Fund will invest are relatively well-established, they may be more
vulnerable than larger companies to adverse business or economic developments.
If the issuer of a common stock ceases to be a medium-sized company after the
Fund has purchased the stock, the Fund will consider selling the security, but
is not required to do so.
In selecting securities for the Fund, the Sub-Adviser emphasizes a
"bottom-up" approach; that is, an investment approach focusing more on
fundamental analysis of individual companies than on broad economic or technical
market analysis. It is anticipated that, under normal circumstances, the Fund's
portfolio will be relatively highly diversified, consisting of common stocks of
at least 80 issuers.
The Fund may invest up to 35% of its total assets in common stocks of
companies that are larger or smaller than medium-sized companies, convertible
preferred stocks, convertible debt securities, U.S. government securities and
money market instruments. Smaller companies may have limited product lines,
markets or financial resources, and may be dependent on a relatively small
management group. Securities of such companies may be less liquid and more
volatile than securities of medium-sized or larger companies or the market
averages in general and therefore may involve greater risk than investing in
larger companies. U.S. government securities include direct obligations of the
U.S. Treasury as well as obligations of U.S. government agencies and
instrumentalities backed by the U.S. Treasury or solely or primarily by the
credit of the issuer.
There can be no assurance that the Fund will achieve its investment
objective. The Fund's net asset value will fluctuate based on changes in the
value of its portfolio securities.
DOLLAR-DENOMINATED FOREIGN SECURITIES. The Fund may invest up to 35% of its
total assets in U.S. dollar-denominated equity securities of foreign issuers
that are traded on recognized U.S. exchanges or in the U.S. over-the-counter
("OTC") market. These investments may involve special risks, arising both from
political and economic developments abroad and differences between foreign and
U.S. regulatory systems. Foreign economies may differ favorably or unfavorably
from the U.S. economy in various respects, and many foreign securities may be
less liquid and their prices more volatile than comparable U.S. securities. The
prices of these securities may also be affected by fluctuations in the values of
foreign currencies.
HEDGING STRATEGIES. The Fund may attempt to reduce the overall risk of its
investments (hedge) by using options (both exchange-traded and OTC) and futures
contracts. The Fund's ability to use these instruments may be limited by market
conditions, regulatory limits and tax considerations. The Appendix to this
Prospectus describes the hedging instruments that the Fund may use. The
Statement of Additional Information contains further information on these
strategies.
The Fund may write (sell) covered put or call options and buy put or call
options on securities in which it may invest and on securities indices. In
addition, the Fund may buy and sell securities index futures contracts and may
write covered put or call options and buy put or 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 contracts under which up
to 100% of its portfolio is at risk.
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<PAGE> 11
The Fund might not employ any of the strategies described above, and no
assurance can be given that any strategy used will succeed. If the Sub-Adviser
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 special
risks, including (1) the fact that skills needed to use hedging instruments are
different from those needed to select the Fund's securities, (2) possible
imperfect correlation, or even no correlation, between price movements of
hedging instruments and price movements of the investments being hedged, (3) the
fact that, while hedging strategies can reduce the risk of loss, they can also
reduce the opportunity for gain, or even result in losses, by offsetting
favorable price movements in hedged investments and (4) the possible inability
of the Fund to purchase or sell a portfolio security at a time that otherwise
would be favorable for it to do so, or the possible need for the Fund to sell a
portfolio security at a disadvantageous time, due to the need for the Fund to
maintain "cover" or to segregate securities in connection with hedging
transactions and the possible inability of the Fund to close out or to liquidate
its hedged position.
New financial products and risk management techniques continue to be
developed. The Fund may use these instruments and techniques to the extent
consistent with its investment objective and regulatory and federal tax
considerations.
ILLIQUID SECURITIES. The Fund may invest up to 10% of its net assets in
illiquid securities, including certain cover for OTC options and securities
whose disposition is restricted under the federal securities laws (other than
"Rule 144A securities" Mitchell Hutchins has determined to be liquid under
procedures approved by the Trust's trustees). Rule 144A establishes a "safe
harbor" from the registration requirements of the Securities Act of 1933 ("1933
Act") for resale of certain securities to qualified institutional buyers.
Institutional markets for restricted securities have developed as a result of
Rule 144A, providing both readily ascertainable values for restricted securities
and the ability to liquidate an investment to satisfy share redemption orders.
An insufficient number of qualified institutional buyers interested in
purchasing Rule 144A-eligible restricted securities held by the Fund, however,
could affect adversely the marketability of such portfolio securities and the
Fund might be unable to dispose of such securities promptly or at favorable
prices.
OTHER INFORMATION. When the Sub-Adviser believes unusual circumstances
warrant a defensive posture, the Fund temporarily may commit all or a portion of
its assets to cash or money market instruments, including repurchase agreements.
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. Although 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 the Sub-Adviser to present minimal credit risks in
accordance with guidelines established by the Trust's board of trustees. The
Fund may also engage in short sales of securities "against the box" to defer
realization of gains or losses for tax or other purposes. The Fund may borrow
money for temporary
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<PAGE> 12
purposes, but not in excess of 10% of its total assets and may engage in reverse
repurchase agreements, but not in excess of 5% of its total assets.
The Fund's investment objective and certain investment limitations as
described in the Statement of Additional Information are fundamental policies
that may not be changed without shareholder approval. All other investment
policies may be changed by the Trust's trustees without shareholder approval.
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 Transfer
Agent. Investors may contact a local PaineWebber office to open an account. The
minimum initial investment is $1,000, and the minimum for additional purchases
is $100. These minimums may be waived or reduced for investments by employees of
PaineWebber or its affiliates, certain pension plans and retirement accounts and
participants in the Fund's automatic investment plan. Purchase orders will be
priced at the net asset value per share next determined (see "Valuation of
Shares") after the order is received by PaineWebber's New York City offices or
by the Transfer Agent, plus any applicable sales charge for the Class A shares.
The Fund and Mitchell Hutchins reserve the right to reject any purchase order
and to suspend the offering of Fund shares for a period of time.
When placing purchase orders, investors should specify whether the order is
for Class A, Class B or Class D shares. All share purchase orders that fail to
specify a Class will automatically be invested in Class A shares.
PURCHASES THROUGH PAINEWEBBER OR CORRESPONDENT FIRMS. Purchases through
PaineWebber investment executives or correspondent firms may be made in person
or by mail, telephone or wire; the minimum wire purchase is $1 million.
Investment executives and correspondent firms are responsible for transmitting
purchase orders to PaineWebber's New York City offices promptly. Investors may
pay for a purchase with checks drawn on U.S. banks or with funds held in
brokerage accounts at PaineWebber or its correspondent firms. Payment is due on
the fifth Business Day after the order is received at PaineWebber's New York
City offices. A "Business Day" is any day, Monday through Friday, on which the
New York Stock Exchange, Inc. ("NYSE") is open for business.
PURCHASES THROUGH THE TRANSFER AGENT. Investors who are not PaineWebber
clients may purchase shares of the Fund through the Transfer Agent. Shares of
the Fund may be purchased, and an account with the Fund established, by
completing and signing the purchase application at the end of this Prospectus
and mailing it, together with a check to cover the purchase, to the Transfer
Agent: PFPC Inc., Attn: PaineWebber Mutual Funds, P.O. Box 8950, Wilmington,
Delaware 19899. Subsequent investments need not be accompanied by an
application.
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<PAGE> 13
INITIAL SALES CHARGE--CLASS A SHARES. The public offering price of Class A
shares is the next determined net asset value, plus any applicable sales charge,
which will vary with the size of the purchase as shown in the following table:
INITIAL SALES CHARGE SCHEDULE--CLASS A SHARES
<TABLE>
<CAPTION>
SALES CHARGE AS A PERCENTAGE OF DISCOUNT TO SELECTED
-------------------------------------------- DEALERS AS A
NET AMOUNT INVESTED PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING 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.
Mitchell Hutchins may at times agree to reallow a higher discount to
PaineWebber, as exclusive dealer for the Fund's shares, than those shown above.
To the extent PaineWebber or any dealer receives 90% or more of the sales
charge, it may be deemed an "underwriter" under the 1933 Act.
SALES CHARGE WAIVERS--CLASS A SHARES. Class A Shares are available without
a sales charge through exchanges for Class A shares of most other PaineWebber
mutual funds. See "Exchanges." In addition, Class A shares may be purchased
without a sales charge, and exchanges of any Class of shares made without the
$5.00 exchange fee, by employees, directors and officers of PaineWebber or its
affiliates, directors or trustees and officers of any PaineWebber funds, their
spouses, parents and children and advisory clients of Mitchell Hutchins.
Class A shares also may be purchased without a sales charge if the purchase
is made through a PaineWebber investment executive who formerly was employed as
a broker with another firm registered as a broker-dealer with the SEC, provided
(1) the purchaser was the investment executive's client at the competing
brokerage firm, (2) within 90 days of the purchase of Class A shares the
purchaser redeemed shares of one or more mutual funds for which that competing
firm or its affiliates was principal underwriter, provided the purchaser either
paid a sales charge to invest in those funds, paid a contingent deferred sales
charge upon redemption or held shares of those funds for the period required not
to pay the otherwise applicable contingent deferred sales charge and (3) the
total amount of shares of all PaineWebber funds purchased under this sales
charge waiver does not exceed the amount of the purchaser's redemption proceeds
from the competing firm's funds. To take advantage of this waiver, an investor
must provide satisfactory evidence that all the above-noted conditions are met.
Qualifying investors should contact their PaineWebber investment executives for
more information.
Certificate holders of unit investment trusts ("UITs") sponsored by
PaineWebber may acquire Class A shares of the Fund without regard to minimum
investment requirements and without sales charges by electing to have dividends
and other distributions from
12
<PAGE> 14
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 concurrently with Class
A shares of other PaineWebber mutual funds, the purchases may be combined to
take advantage of the reduced sales charge applicable to larger purchases. In
addition, the right of accumulation permits a Fund investor or eligible group of
related Fund investors to pay the lower sales charge applicable to larger
purchases by basing the sales charge on the dollar amount of Class A shares
currently being purchased, plus the net asset value of the investor's or group's
total existing Class A shareholdings in other PaineWebber mutual funds.
An "eligible group of related Fund investors" includes an individual, the
individual's spouse, parents and children, the individual's individual
retirement account ("IRA"), certain companies controlled by the individual and
employee benefit plans of those companies, and trusts or Uniform Gifts to Minors
Act/Uniform Transfers to Minors Act accounts created by the individual or
eligible group of individuals for the benefit of the individual and/or the
individual's spouse, parents or children. The term also includes a group of
related employers and one or more qualified retirement plans of such employers.
For more information, an investor should consult the Statement of Additional
Information or contact a PaineWebber investment executive or correspondent firm
or the Transfer Agent.
CONTINGENT DEFERRED SALES CHARGE-- CLASS B SHARES. The public offering
price of the Class B shares of the Fund is the next determined net asset value,
and no initial sales charge is imposed. A contingent deferred sales charge,
however, is imposed upon certain redemptions of Class B shares.
Class B shares that are redeemed will not be subject to a contingent
deferred sales charge to the extent that the value of such shares represents (1)
capital appreciation of Fund assets, (2) reinvestment of dividends or capital
gain distributions or (3) shares redeemed more than six years after their
purchase. Otherwise, redemptions of Class B shares of the Fund will be subject
to a contingent deferred sales charge. The amount of any applicable contingent
deferred sales charge will be calculated by multiplying the net asset value of
such shares at the time of redemption by the applicable percentage shown in the
table below:
<TABLE>
<CAPTION>
CONTINGENT
DEFERRED
SALES CHARGE AS A
PERCENTAGE OF
REDEMPTION NET ASSET VALUE
DURING AT REDEMPTION
- ----------------------------- -----------------
<S> <C>
1st Year Since Purchase...... 5%
2nd Year Since Purchase...... 4
3rd Year Since Purchase...... 3
4th Year Since Purchase...... 2
5th Year Since Purchase...... 2
6th Year Since Purchase...... 1
7th Year Since Purchase...... None
</TABLE>
In determining the applicability and rate of any contingent deferred sales
charge, it will be assumed that a redemption is made first of Class B shares
representing capital appreciation, next of shares representing the reinvestment
of dividends and capital gain distributions and finally of other shares held by
the shareholder for the longest period of time. The holding period of Class B
shares acquired through an exchange with another PaineWebber mutual fund will be
calculated from the date that the Class B shares were initially acquired in one
of the other PaineWebber funds, and Class B shares being redeemed will be
considered to represent, as applicable, capital appreciation or dividend and
capital gain distribution reinvestments in such other funds. This will result in
any con-
13
<PAGE> 15
tingent deferred sales charge being imposed at the lowest possible rate. For
federal income tax purposes, the amount of the contingent deferred sales charge
will reduce the gain or increase the loss, as the case may be, on the amount
realized on redemption. The amount of any contingent deferred sales charge will
be paid to Mitchell Hutchins.
SALES CHARGE WAIVERS--CLASS B SHARES. The contingent deferred sales charge
will be waived for exchanges, as described below, and for redemptions in
connection with the Fund's systematic withdrawal plan. In addition, the
contingent deferred sales charge will be waived for a total or partial
redemption made within one year of the death of the shareholder. The contingent
deferred sales charge waiver is available where the decedent is either the sole
shareholder or owns the shares with his or her spouse as a joint tenant with
right of survivorship. This waiver applies only to redemption of shares held at
the time of death. The contingent deferred sales charge will also be waived in
connection with a lump-sum or other distribution in the case of an IRA, a
self-employed individual retirement plan (so-called "Keogh Plan") or a custodial
account under Section 403(b) of the Internal Revenue Code following attainment
of age 59 1/2; a total or partial redemption resulting from any distribution
following retirement in the case of a tax-qualified retirement plan; and a
redemption resulting from a tax-free return of an excess contribution to an IRA.
Contingent deferred sales charge waivers will be granted subject to
confirmation (by PaineWebber in the case of shareholders who are PaineWebber
clients or by the Transfer Agent in the case of all other shareholders) of the
shareholder's status or holdings, as the case may be.
PURCHASE OF CLASS D SHARES. The public offering price of the Class D
shares of the Fund is the next determined net asset value. No initial or
contingent deferred sales charge is imposed.
EXCHANGES
Shares of the Fund may be exchanged for shares of the corresponding Class
of the PaineWebber 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 deferred sales
charge is imposed on the shares being disposed of, through an exchange. However,
contingent deferred sales charges may apply to redemptions of Class B shares
acquired through an exchange. A $5.00 exchange fee is charged for each exchange,
and exchanges may be subject to minimum investment requirements of the fund into
which exchanges are made.
Exchanges are permitted with other PaineWebber funds, including:
PaineWebber Income Funds
- GLOBAL INCOME FUND
- HIGH INCOME FUND
- INVESTMENT GRADE INCOME FUND
- SHORT-TERM U.S. GOVERNMENT INCOME FUND
- SHORT-TERM U.S. GOVERNMENT INCOME FUND FOR CREDIT UNIONS
- STRATEGIC INCOME FUND
- U.S. GOVERNMENT INCOME FUND
PaineWebber Tax-Free Income Funds
- CALIFORNIA TAX-FREE INCOME FUND
- MUNICIPAL HIGH INCOME FUND
- NATIONAL TAX-FREE INCOME FUND
- NEW YORK TAX-FREE INCOME FUND
PaineWebber Growth Funds
- ATLAS GLOBAL GROWTH FUND
14
<PAGE> 16
- BLUE CHIP GROWTH FUND
- COMMUNICATIONS & TECHNOLOGY GROWTH FUND
- EUROPE GROWTH FUND
- GROWTH FUND
- REGIONAL FINANCIAL GROWTH FUND
- SMALL CAP VALUE FUND
PaineWebber Growth and Income Funds
- ASSET ALLOCATION FUND
- DIVIDEND GROWTH FUND
- GLOBAL ENERGY FUND
- GLOBAL GROWTH AND INCOME FUND
- UTILITY INCOME FUND
PaineWebber Money Market Fund
PaineWebber clients must place exchange orders through their PaineWebber
investment executives or correspondent firms. Shareholders who are not
PaineWebber clients must place exchange orders in writing with the Transfer
Agent: PFPC Inc., Attn: PaineWebber Mutual Funds, P.O. Box 8950, Wilmington,
Delaware 19899. All exchanges will be effected based on the relative net asset
values per share next determined after the exchange order is received at
PaineWebber's New York City offices or by the Transfer Agent. See "Valuation of
Shares." Fund shares purchased through PaineWebber or its correspondent firms
may be exchanged only after the settlement date has passed and payment for such
shares has been made.
OTHER EXCHANGE INFORMATION. This exchange offer may be modified or
terminated at any time, upon at least 60 days' notice when such notice is
required by SEC rules. See the Statement of Additional Information for further
details. This exchange privilege is available only in those jurisdictions where
the sale of the PaineWebber fund shares to be acquired may be legally made.
Before making any exchange, shareholders should contact their PaineWebber
investment executives or correspondent firms or the Transfer Agent to obtain
more information and prospectuses of the PaineWebber funds to be acquired
through the exchange.
REDEMPTIONS
As described below, Fund shares may be redeemed at their net asset value
(subject to any applicable contingent deferred sales charge) and redemption
proceeds will be paid within seven days of the receipt of a redemption request.
PaineWebber clients may redeem shares through PaineWebber or its correspondent
firms; all other shareholders must redeem through the Transfer Agent. If a
redeeming shareholder owns shares of more than one Class, the shares will be
redeemed in the following order unless the shareholder specifically requests
otherwise: Class D shares, then Class A shares, and finally Class B shares.
REDEMPTION THROUGH PAINEWEBBER OR CORRESPONDENT FIRMS. PaineWebber clients
may submit redemption requests to their investment executives or correspondent
firms in person or by telephone, mail or wire. As the Fund's agent, PaineWebber
may honor a redemption request by repurchasing Fund shares from a redeeming
shareholder at the shares' net asset value next determined after receipt of the
request by PaineWebber's New York City offices. Within seven days, repurchase
proceeds (less any applicable contingent deferred sales charge) will be paid by
check or credited to the shareholder's brokerage account at the election of the
shareholder. PaineWebber investment executives and correspondent firms are
responsible for promptly forwarding redemption requests to PaineWebber's New
York City offices.
PaineWebber reserves the right not to honor any redemption request, in
which case PaineWebber promptly will forward the re-
15
<PAGE> 17
quest to the Transfer Agent for treatment as described below.
REDEMPTION THROUGH THE TRANSFER AGENT. Fund shareholders who are not
PaineWebber clients must redeem their shares through the Transfer Agent by mail;
other shareholders also may redeem Fund shares through the Transfer Agent.
Shareholders should mail redemption requests directly to the Transfer Agent:
PFPC Inc., Attn: PaineWebber Mutual Funds, P.O. Box 8950, Wilmington, Delaware
19899. A redemption request will be executed at the net asset value next
computed after it is received in "good order." "Good order" means that the
request must be accompanied by the following: (1) a letter of instruction or a
stock assignment specifying the number of shares or amount of investment to be
redeemed (or that all shares credited to 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 company or member of a recognized stock
exchange, and (3) other supporting legal documents for estates, trusts,
guardianships, custodianships, partnerships and corporations. Shareholders are
responsible for ensuring that a request for redemption is received in "good
order."
ADDITIONAL INFORMATION ON REDEMPTIONS. Redemption proceeds of $1 million or
more may be wired to the shareholder's PaineWebber brokerage account or a
commercial bank account designated by the shareholder. Questions about this
option, or redemption requirements generally, should be referred to the
shareholder's PaineWebber investment executive or correspondent firm, or to the
Transfer Agent if the shares are not held in a PaineWebber brokerage account. If
a shareholder requests redemption of shares which were purchased recently, the
Fund may delay payment until it is assured that good payment has been received.
In the case of purchases by check, this can take up to 15 days.
Because the Fund incurs certain fixed costs in maintaining shareholder
accounts, the Fund reserves the right to redeem all Fund shares in any
shareholder account of less than $500 net asset value. If the Fund elects to do
so, it will notify the shareholder and provide the shareholder the opportunity
to increase the amount invested to $500 or more within 60 days of the notice.
The Fund will not redeem accounts that fall below $500 solely as a result of a
reduction in net asset value per share.
Shareholders who have redeemed Class A shares may reinstate their Fund
account without a sales charge up to the dollar amount redeemed by purchasing
Class A shares within 365 days of the redemption. To take advantage of this
reinstatement privilege, shareholders must notify their PaineWebber investment
executive or correspondent firm at the time the privilege is exercised.
CONVERSION OF CLASS B SHARES
A shareholder's Class B shares will automatically convert to Class A shares
approximately six years after the date of issuance, together with a pro rata
portion of all Class B shares representing dividends and other distributions
paid in additional Class B shares. The Class B shares so converted will no
longer be subject to the higher expenses borne by Class B shares. The conversion
will be effected at the relative net asset values per share of the two Classes
on the first Business Day of the month in which the sixth anniversary of the
issuance of the Class B shares occurs. If a shareholder effects one or more
exchanges among Class B shares of the PaineWebber mu-
16
<PAGE> 18
tual funds during the six-year period, the holding periods for the shares so
exchanged will be counted toward the six-year period. See "Valuation of Shares."
OTHER SERVICES AND INFORMATION
Investors interested in the services described below should consult their
PaineWebber investment executives or correspondent firms or call the Transfer
Agent toll free at
1-800-647-1568.
AUTOMATIC INVESTMENT PLAN. Shareholders may purchase shares of the Fund
through an automatic investment plan, under which an amount specified by the
shareholder of $50 or more each month will be sent to the Transfer Agent from
the shareholder's bank for investment in the Fund. In addition to providing a
convenient and disciplined manner of investing, participation in the automatic
investment plan enables the investor to use the technique of "dollar cost
averaging." When under the plan a shareholder invests the same dollar amount
each month, the shareholder will purchase more shares when the Fund's net asset
value per share is low and fewer shares when the net asset value per share is
high. Using this technique, a shareholder's average purchase price per share
over any given period will be lower than if the shareholder purchased a fixed
number of shares on a monthly basis during the period. Of course, investing
through the automatic investment plan does not assure 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 Fund
shares with a value of $5,000 or more or Class B Fund shares with a value of
$20,000 or more may have PaineWebber redeem a portion of their Fund shares
monthly, quarterly or semi-annually under the Fund's systematic withdrawal plan.
No contingent deferred sales charge will be imposed on such withdrawals for
Class B shares. The minimum amount for all withdrawals of Class A or Class D
shares is $100, and minimum monthly, quarterly and semi-annual withdrawal
amounts for Class B shares are $200, $400 and $600, respectively. Quarterly
withdrawals are made in March, June, September and December, and semi-annual
withdrawals are made in June and December. A Class B shareholder of the Fund may
not withdraw an amount exceeding 12% annually of his or her "Initial Account
Balance," a term that means the value of the Fund account at the time the
shareholder elects to participate in the systematic withdrawal plan. A Class B
shareholder's participation in the systematic withdrawal plan will terminate
automatically if the Initial Account Balance (plus the net asset value on the
date of purchase of Fund shares acquired after the election to participate in
the systematic withdrawal plan), less aggregate redemptions made other than
pursuant to the systematic withdrawal plan, is less than $20,000. Shareholders
who receive dividends or other distributions in cash may not participate in the
Fund's systematic withdrawal plan. Purchases of additional Fund shares
concurrent with withdrawals are ordinarily disadvantageous to shareholders
because of tax liabilities and, for Class A shares, sales charges.
INDIVIDUAL RETIREMENT ACCOUNTS. Fund shares 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
17
<PAGE> 19
establishing an IRA should review applicable tax laws and should consult their
tax advisers.
TRANSFER OF ACCOUNTS. If a shareholder holding Fund shares 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 a dividend from its net investment income and net
short-term capital gain, if any, annually. The Fund also distributes
substantially all of its net capital gain (the excess of net long-term capital
gain over net short-term capital loss) with the regular annual dividend. The
Fund may make additional distributions if necessary to avoid a 4% excise tax on
certain undistributed income and capital gain. Dividends and other distributions
paid on all Classes of Fund shares are calculated at the same time and in the
same manner. Dividends on Class B and Class D shares of the Fund are expected to
be lower than those for its Class A shares because of the higher expenses
resulting from distribution fees borne by the Class B and Class D shares.
Dividends on each Class also might be affected differently by the allocation of
other Class-specific expenses. See "Valuation of Shares."
Dividends and other distributions on Fund shares are paid in additional
Fund shares of the same Class at net asset value unless the shareholder has
requested cash payments. Shareholders who wish to receive dividends and/or
capital gain distributions in cash, either mailed to the shareholder by check or
credited to the shareholder's PaineWebber account, should contact their
PaineWebber investment executives or correspondent firms or complete the
appropriate section of the application form.
TAXES. The Fund intends to continue to qualify for treatment as a
regulated investment company under the Internal Revenue Code so that it will be
relieved of federal income tax on that part of its investment company taxable
income (consisting generally of net investment income 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 shares) generally are taxable to shareholders as
ordinary income. Distributions of the Fund's net capital gain (whether paid in
cash or in additional shares) are taxable to shareholders as long-term capital
gain, regardless of how long they have held their Fund shares. Shareholders not
subject to tax on their income generally will not be required to pay taxes 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 of any portion of those dividends that qualifies for the corporate
dividends-received deduction.
The Fund is required to withhold 31% of all dividends, capital gain
distributions and redemption proceeds payable to any individuals and certain
other noncorporate shareholders who do not provide the Fund with a correct
taxpayer identification number. Withholding at that rate from dividends and
capital gain distributions also is required for those shareholders who otherwise
are subject to backup withholding.
18
<PAGE> 20
A redemption of Fund shares may result in taxable gain or loss to the
redeeming shareholder, depending upon whether the redemption proceeds are more
or less than the shareholder's adjusted basis for the redeemed shares (which
normally includes any initial sales charge paid on Class A shares). An exchange
of Fund shares for shares of another PaineWebber fund generally will have
similar tax consequences. However, special tax rules apply when a shareholder
(1) disposes of Class A shares through a redemption or exchange within 90 days
of purchase and (2) subsequently acquires Class A shares of a PaineWebber fund
without paying a sales charge due to the 365-day reinstatement privilege or the
exchange privilege. In these cases, any gain on the disposition of the Fund's
Class A shares would be increased, or loss decreased, by the amount of the sales
charge paid when those shares were acquired, and that amount will increase the
basis of the PaineWebber fund shares subsequently acquired. In addition, if Fund
shares are purchased within 30 days before or after redeeming Fund shares
(regardless of Class) at a loss, all or a portion of that loss will not be
deductible and will increase the basis of the newly purchased shares.
No gain or loss will be recognized to a shareholder as a result of a
conversion of Class B shares into Class A shares.
The foregoing is only a summary of some of the important federal tax
considerations generally affecting the Fund and its shareholders; see the
Statement of Additional Information for a further discussion. There may be other
federal, state or local tax considerations applicable to a particular investor.
Prospective shareholders are therefore urged to consult their tax advisers.
VALUATION OF SHARES
The net asset value of the Fund's shares fluctuates and is determined
separately for each Class as of the close of regular trading on the NYSE
(currently 4:00 p.m., eastern time) each Business Day. Net asset value per share
is determined by dividing the value of the securities held by the Fund plus any
cash or other assets minus all liabilities by the total number of Fund shares
outstanding.
The Fund values its assets based on their current market value when market
quotations are readily available. If such value cannot be established, assets
are valued at fair value as determined in good faith by or under the direction
of the Trust's board of trustees. The amortized cost method of valuation
generally is used to value debt obligations with 60 days or less remaining to
maturity, unless the board of trustees determines that this does not represent
fair value.
MANAGEMENT
The Trust's board of trustees, as part of its overall management
responsibility, oversees various organizations responsible for the Fund's
day-to-day management. Mitchell Hutchins, the Fund's investment adviser and
administrator, supervises the activities of the Sub-Adviser and all other
aspects of the Fund's operations. Denver Investment Advisors, Inc., as
Sub-Adviser, makes and implements all investment decisions.
Mitchell Hutchins receives a monthly fee for its services, computed daily
and payable monthly, at an annual rate of 1.00% of the Fund's average daily net
assets. The advisory fee for the Fund is higher than that paid by most
investment companies to their advisers, but Mitchell Hutchins believes the fee
is comparable to the advisory fees paid to advisers by other funds with similar
investment objectives and policies. Brokerage transactions for the Fund may be
conducted through Mitchell Hutchins or its affiliates, including PaineWebber.
The Trust's board of trustees has adopted procedures to ensure that all
brokerage com-
19
<PAGE> 21
missions paid to Mitchell Hutchins and its affiliates are fair and reasonable.
Mitchell Hutchins (not the Fund) pays the Sub-Adviser a fee for its
sub-investment advisory services, in an amount equal to 50% of the fee received
by Mitchell Hutchins from the Fund for advisory and administrative services.
The Fund also pays PaineWebber an annual fee of $4.00 per active
shareholder account held at PaineWebber for certain services not provided by the
Transfer Agent. The Fund incurs various other expenses and, for the fiscal year
ended March 31, 1994, total expenses for the Fund's Class A, Class B and Class D
shares, stated as a percentage of average net assets were 1.54%, 2.30% and
2.28%, respectively.
Mitchell Hutchins is located at 1285 Avenue of the Americas, New York, New
York 10019. It is a wholly owned subsidiary of PaineWebber, which is in turn a
wholly owned subsidiary of Paine Webber Group Inc., a publicly owned financial
services holding company. At June 30, 1994, Mitchell Hutchins was adviser or
sub-adviser of 30 investment companies with 56 separate portfolios and aggregate
assets of over $23.9 billion.
The Sub-Adviser is located at 633 17th Street, Suite 1800, P.O. Box 17487,
Denver, Colorado 80217. It is a wholly owned subsidiary of First Interstate Bank
of Denver, N.A., which is in turn a wholly owned subsidiary of First Interstate
Bancorp, a publicly owned multi-state bank holding company. At June 30, 1994,
the Sub-Adviser managed approximately $7.2 billion of assets of various clients.
The Sub-Adviser has managed client accounts investing primarily in equity
securities of medium-sized companies since 1958. In managing assets for its
clients, the Sub-Adviser strives to implement a "team approach" rather than rely
on one or two key individuals.
Todger Anderson, President and a director of portfolio management for
Denver Investment Advisors, Inc. is responsible for the day-to-day management of
the Fund's portfolio. He has managed the Fund since its inception and has
concentrated on medium capitalization investing since 1975.
DISTRIBUTION ARRANGEMENTS. Mitchell Hutchins is the distributor of the
Fund's shares and has appointed PaineWebber as the exclusive dealer for the sale
of those shares. Under separate plans of distribution pertaining to the Class A
shares, 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 and monthly distribution fees at the annual rate of 0.75% of the
average daily net assets of the Class B and Class D shares.
Under all three Plans, Mitchell Hutchins uses the service fees primarily to
pay PaineWebber for shareholder servicing, currently at the annual rate of 0.25%
of the aggregate investment amounts maintained in the Fund by PaineWebber
clients. PaineWebber passes on a portion of these fees to its investment
executives to compensate them for shareholder servicing that they perform and
retains the remainder to offset its own expenses in servicing and maintaining
shareholder accounts. These expenses may include costs of the PaineWebber branch
office in which the investment executive is based, such as rent, communications
equipment, employee salaries and other overhead costs.
Mitchell Hutchins uses the distribution fee under the Class B and Class D
Plans to offset the commissions it pays to PaineWebber for selling Class B and
Class D shares.
20
<PAGE> 22
PaineWebber passes on to its investment executives a portion of these
commissions and retains the remainder to offset its expenses in selling Class B
and Class D shares. These expenses may include the branch office costs noted
above. In addition, Mitchell Hutchins uses the distribution fees under the Class
B and Class D Plans to offset the Fund's marketing costs attributable to such
Classes, such as preparation of sales literature, advertising and printing and
distributing prospectuses and other shareholder materials to prospective
investors. Mitchell Hutchins also may use the distribution fees to pay other
costs allocated to Mitchell Hutchins' and PaineWebber's distribution activities,
including employee salaries, bonuses and other overhead expenses.
Mitchell Hutchins expects that, from time to time, PaineWebber will pay
shareholder servicing fees and sales commissions to its investment executives at
the time of sale of Class D shares of the Fund. If PaineWebber makes such
payments, it will retain the service and distribution fees on Class D shares
until it has been reimbursed and thereafter will pass a portion of the service
and distribution fees on Class D shares on to its investment executives.
Mitchell Hutchins receives the proceeds of the initial sales charge paid
upon the purchase of Class A shares and the contingent deferred sales charge
paid upon certain redemptions of Class B shares, and may use these proceeds for
any of the distribution expenses described above. See "Purchases."
During the period they are in effect, the Plans and related distribution
contracts pertaining to each Class of shares ("Distribution Contracts") obligate
the Fund to pay service and distribution fees to Mitchell Hutchins as
compensation for its service and distribution activities, not as reimbursement
for specific expenses incurred. Thus, even if Mitchell Hutchins' expenses exceed
its service or distribution fees, the Fund will not be obligated to pay more
than those fees and, if Mitchell Hutchins' expenses are less than such fees, it
will retain its full fees and realize a profit. The Fund will pay the service
and distribution fees to Mitchell Hutchins until either the applicable Plan or
Distribution Contract is terminated or not renewed. In that event, Mitchell
Hutchins' distribution 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 Plans, the trustees will review the Plan and Mitchell
Hutchins' corresponding expenses for each Class separately from the Plans and
corresponding expenses for the other two Classes.
PERFORMANCE INFORMATION
The Fund performs a standardized computation of annualized total return and
may show this return in advertisements or promotional materials. Standardized
return shows the change in value of an investment in the Fund as a steady
compound annual rate of return. Actual year-by-year returns fluctuate and may be
higher or lower than standardized return. Standardized return for the Class A
shares reflects deduction of the Fund's maximum initial sales charge at the time
of purchase, and standardized return for the Class B shares reflects deduction
of the applicable contingent deferred sales charge imposed on a redemption of
shares held for the period. One-, five- and ten-year periods will be shown,
unless the Class has been in existence for a shorter period. Total return
calculations assume reinvestment of dividends and other distributions.
The Fund may use other total return presentations in conjunction with
standardized return. These may cover the same or
21
<PAGE> 23
different periods as those used for standardized return and may include
cumulative returns, average annual rates, actual year-by-year rates or any
combination thereof. Non-standardized return does not reflect initial or
contingent deferred sales charges and would be lower if such charges were
included.
The Fund will include performance data for all three Classes of Fund shares
in any advertisements or promotional materials including Fund performance data.
Total return information reflects past performance and does not necessarily
indicate future results. Investment return and principal values will fluctuate,
and proceeds upon redemption may be more or less than a shareholder's cost.
GENERAL INFORMATION
ORGANIZATION. PaineWebber Managed Assets Trust is registered with the SEC
as an open-end management investment company and was organized as a business
trust under the laws of the Commonwealth of Massachusetts by Declaration of
Trust dated August 9, 1991. The Trust commenced operations on April 7, 1992. The
trustees have authority to issue an unlimited number of shares of beneficial
interest of separate series, par value $.001 per share. At the present time, the
trustees have established no series other than the Fund.
The shares of beneficial interest of the Fund are divided into three
Classes, designated Class A shares, Class B shares and Class D shares. Each
Class represents interests in the same assets of the Fund. The Classes differ as
follows: (1) each Class of shares has exclusive voting rights on 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
automatically convert to Class A shares approximately six years after issuance,
(4) Class D shares are subject to neither an initial nor a contingent deferred
sales charge, bear ongoing distribution fees and do not convert into another
Class and (5) each Class may bear differing amounts of certain Class-specific
expenses. The board of trustees of the Trust does not anticipate that there will
be any conflicts among the interests of the holders of the different Classes of
shares of the Fund. On an ongoing basis, the board of trustees will consider
whether any such conflict exists and, if so, take appropriate action.
The Trust does not hold annual meetings of shareholders. There normally
will be no meetings of shareholders to elect trustees unless fewer than a
majority of the trustees holding office have been elected by shareholders.
Shareholders of record holding at least two-thirds of the outstanding shares of
the Trust may remove a trustee by votes cast in person or by proxy at a meeting
called for that purpose. The trustees are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of any
trustee when so requested in writing by shareholders of record holding at least
10% of the Trust's outstanding shares. Each share of the Fund has equal voting
rights, except as noted above. Each share of the Fund is entitled to participate
equally in dividends and other distributions and the proceeds of any
liquidation, except that, due to the differing expenses borne by the three
Classes, dividends and liquidation proceeds of the Class B and Class D shares
are likely to be lower than for the Class A shares.
To avoid additional operating costs and for investor convenience, the Fund
does not issue share certificates. Ownership of the Fund's shares is recorded on
a stock register by the Transfer Agent and shareholders have the
22
<PAGE> 24
same rights of ownership with respect to such shares as if certificates had been
issued.
CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust Company, 1776
Heritage Drive, North Quincy, Massachusetts 02171 is the 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 Fund shares. 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.
23
<PAGE> 25
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 that gives its purchaser, in return
for a premium, the right to sell the underlying security at a specified price
during the option term. The writer of the put option, who receives the premium,
has the obligation, upon exercise of the option during the option term, to buy
the underlying security at the exercise price.
OPTIONS ON SECURITIES INDICES -- A securities index assigns relative values
to the securities included in the index and fluctuates with changes in the
market values of those securities. A securities index option operates in the
same way as a more traditional securities option, except that exercise of a
securities index option is effected with cash payment and does not involve
delivery of securities. Thus, upon exercise of a securities index option, the
purchaser will realize, and the writer will pay, an amount based on the
difference between the exercise price and the closing price of the securities
index.
SECURITIES INDEX FUTURES CONTRACTS -- A securities 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 securities index value at the
close of trading of the contract and the price at which the futures contract is
originally struck. No physical delivery of the securities comprising the index
is made. Generally, contracts are closed out prior to the expiration date of the
contracts.
INTEREST RATE FUTURES CONTRACTS -- Interest rate futures contracts are
bilateral agreements pursuant to which one party agrees to make, and the other
party agrees to accept, delivery of a specified type of debt security at a
specified future time and at a specified price. Although such futures contracts
by their terms call for actual delivery or acceptance of debt securities, in
most cases the contracts are closed out before the settlement date without the
making or taking of delivery.
OPTIONS ON FUTURES CONTRACTS -- Options on futures contracts are similar to
options on securities or currencies, except that an option on a futures contract
gives the purchaser the right, in return for the premium, to assume a position
in a futures contract (a long position if the option is a call and a short
position if the option is a put), rather than to purchase or sell a security or
currency, at a specified price at any time during the option term. Upon exercise
of the option, the delivery of the futures position to the holder of the option
will be accompanied by delivery of the accumulated balance that represents the
amount by which the market price of the futures contract exceeds, in the case of
a call, or is less than, in the case of a put, the exercise price of the option
on the future. The writer of an option, upon exercise, will assume a short
position in the case of a call and a long position in the case of a put.
A-1
<PAGE> 26
<TABLE>
<S> <C>
Application Form
THE PAINEWEBBER / / / / - / / / / / / / / / / - / / / /
MUTUAL FUNDS PaineWebber Account No.
</TABLE>
- --------------------------------------------------------------------------------
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).
<TABLE>
<S> <C> <C>
ALSO, DO NOT USE THIS FORM TO OPEN A RETIREMENT PLAN ACCOUNT. Return this completed form to:
FOR RETIREMENT PLAN FORMS OR FOR ASSISTANCE PFPC Inc.
IN COMPLETING THIS FORM CONTACT PFPC INC. AT 1-800-647-1568. P.O. Box 8950
Wilmington, Delaware 19899
PLEASE PRINT ATTN: PaineWebber Mutual Funds
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
--- ------------------------------------------------------------------------------------------
1 INITIAL INVESTMENT ($1,000 MINIMUM)
--- ------------------------------------------------------------------------------------------
ENCLOSED IS A CHECK FOR $ _________ (payable to
"PaineWebber Capital Appreciation Fund") to purchase Class
A / / Class B / / or Class D / / shares
(Check one Class; if no Class is specified Class A shares
will be purchased)
--- ------------------------------------------------------------------------------------------
2 ACCOUNT REGISTRATION
--- ------------------------------------------------------------------------------------------
1. Individual / /
--------------------- ------------------------- ----------------------
First Name Last Name MI Soc. Sec. No.
2. Joint Tenancy / /
------------------ ------------------------- ----------------------
First Name Last Name MI Soc. Sec. No.
("Joint Tenants with Rights of Survivorship" unless otherwise specified)
3. Gifts to Minors / /
------------------------------------------ ----------------------
Minor's Name Soc. Sec. No.
Under the Uniform Gifts / Uniform Transfers
------------------------------------------ to Minors Act / to Minors Act
State of Residence of Minor
4. Other Registrations
-------------------------------------- --------------------------
Name Tax Ident. No.
5. If Trust, Date of Trust Instrument:
------------------------------
</TABLE>
Not valid without signature and Soc. Sec. or Tax ID #
- -- As joint tenants, use Lines 1 and 2
- -- As custodian for a minor, use Lines 1 and 3
- -- In the name of a corporation, trust or other organization or any
fiduciary capacity, use Line 4
<TABLE>
<S> <C>
--- ------------------------------------------------------------------------------------------
3 ADDRESS
--- ------------------------------------------------------------------------------------------
------------------------------------------------- U.S. Citizen / / Yes / / No*
Street
------------------------------------------------- ------------------------------
City State Zip Code *Country of Citizenship
--- ------------------------------------------------------------------------------------------
4 DISTRIBUTION OPTIONS (See Prospectus)
--- ------------------------------------------------------------------------------------------
</TABLE>
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 gains distributions 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.
<PAGE> 27
<TABLE>
<S> <C>
--- ------------------------------------------------------------------------------------------
5 SPECIAL OPTIONS (For More Information -- Check Appropriate Box)
--- ------------------------------------------------------------------------------------------
/ / Automatic Investment Plan / / Prototype IRA Application / / Systematic Withdrawal Plan
--- ------------------------------------------------------------------------------------------
6 RIGHTS OF ACCUMULATION -- CLASS A SHARES See Prospectus
--- ------------------------------------------------------------------------------------------
Indicate here any other account(s) in the group of funds that would qualify for the
cumulative quantity discount as outlined in the Prospectus.
--------------------------------- ---------------------- -------------------------------
Fund Name Account No. Registered Owner
--------------------------------- ---------------------- -------------------------------
Fund Name Account No. Registered Owner
--------------------------------- ---------------------- -------------------------------
Fund Name Account No. Registered Owner
--- ------------------------------------------------------------------------------------------
7 PLEASE INDICATE BELOW IF YOU ARE AFFILIATED WITH PAINEWEBBER
--- ------------------------------------------------------------------------------------------
"Affiliated" persons are defined as officers, directors/trustees and employees of the
PaineWebber funds, PaineWebber or its affiliates, and their parents, spouses and children.
---------------------------------------------------------
Nature of Relationship
--- ------------------------------------------------------------------------------------------
8 SIGNATURE(S) AND TAX CERTIFICATION(S)
--- ------------------------------------------------------------------------------------------
I warrant that I have full authority and am of legal age to purchase shares of the Fund
and have received and read a current Prospectus of the Fund and agree to its terms.
The Fund and its Transfer Agent will not be liable for acting upon instructions or
inquiries believed genuine. Under penalties of perjury, I certify that (1) my taxpayer
identification number provided in this application is correct and (2) I am not subject
to backup withholding because (i) I have not been notified that I am subject to backup
withholding as a result of failure to report interest or dividends or (ii) the IRS has
notified me that I am no longer subject to backup withholding (strike out clause (2)
if incorrect).
--------------------------------- ----------------------------------- ------------------
Individual (or Custodian) Joint Registrant (if any) Date
--------------------------------- ----------------------------------- ------------------
Corporate Officer, 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.
</TABLE>
<PAGE> 28
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 29
Shares of the Fund can be exchanged for shares of the following PaineWebber
Mutual Funds:
PAINEWEBBER INCOME FUNDS
- - Global Income Fund
- - High Income Fund
- - Investment Grade Income Fund
- - Short-Term U.S. Government Income Fund
- - Short-Term U.S. Government Income Fund for Credit Unions
- - Strategic Income Fund
- - U.S. Government Income Fund
PAINEWEBBER TAX-FREE INCOME FUNDS
- - California Tax-Free Income Fund
- - Municipal High Income Fund
- - National Tax-Free Income Fund
- - New York Tax-Free Income Fund
PAINEWEBBER GROWTH FUNDS
- - Atlas Global Growth Fund
- - Blue Chip Growth Fund
- - Communications & Technology Growth Fund
- - Europe Growth Fund
- - Growth Fund
- - Regional Financial Growth Fund
- - Small Cap Value Fund
PAINEWEBBER GROWTH AND INCOME FUNDS
- - Asset Allocation Fund
- - Dividend Growth Fund
- - Global Energy Fund
- - Global Growth and Income Fund
- - Utility Income Fund
PAINEWEBBER MONEY MARKET FUND
------------------------
A prospectus containing more complete information for any of the above funds,
including charges and expenses, can be obtained from a PaineWebber investment
executive or correspondent firm. Read the prospectus carefully before investing.
(LOGO) Recycled Paper
(C) 1994 PaineWebber Incorporated
PAINEWEBBER
CAPITAL
APPRECIATION
FUND
- - LONG-TERM CAPITAL APPRECIATION
- - PROFESSIONAL MANAGEMENT
- - PORTFOLIO DIVERSIFICATION
- - DIVIDEND AND CAPITAL GAIN REINVESTMENT
- - FLEXIBLE PRICING(SM)
- - LOW MINIMUM INVESTMENT
- - AUTOMATIC INVESTMENT PLAN
- - SYSTEMATIC WITHDRAWAL PLAN
- - SUITABLE FOR RETIREMENT PLANS
PROSPECTUS
August 1, 1994
