PAINEWEBBER MUTUAL FUNDS
PROSPECTUS SUPPLEMENT
June 1, 1999
Dear Investor,
This is a supplement to the prospectuses of the PaineWebber Mutual Funds
listed on the reverse side. The purpose of the supplement is to notify you of
circumstances under which a Fund may refuse to accept purchase orders and
exchanges into the Fund.
The following text is added to the information "How To Buy Shares":
Frequent Trading. The interests of the Fund's long-term shareholders and its
ability to manage its investments may be adversely affected when its shares are
repeatedly bought and sold in response to short-term market fluctuations -- also
known as "market timing." When large dollar amounts are involved, the Fund may
have difficulty implementing long-term investment strategies, because it cannot
predict how much cash it will have to invest. Market timing also may force the
Fund to sell portfolio securities at disadvantageous times to raise the cash
needed to buy a market timer's Fund shares. These factors may hurt the Fund's
performance and its shareholders. When Mitchell Hutchins believes frequent
trading would have a disruptive effect on the Fund's ability to manage its
investments, Mitchell Hutchins and the Fund may reject purchase orders and
exchanges into the Fund by any person, group or account that Mitchell Hutchins
believes to be a market timer. The Fund may notify the market timer that a
purchase order or an exchange has been rejected after the day the order is
placed.
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PaineWebber Funds of Funds
Aggressive Portfolio
Moderate Portfolio
Conservative Portfolio
PaineWebber Asset Allocation Funds
Balanced Fund
Tactical Allocation Fund
PaineWebber Stock Funds
Financial Services Growth Fund
Growth Fund
Growth and Income Fund
Mid Cap Fund
Small Cap Fund
Tax-Managed Equity Fund
S&P 500 Index Fund
Utility Income Fund
PaineWebber Tax-Free Bond Funds
California Tax-Free Income Fund
Municipal High Income Fund
National Tax-Free Income Fund
New York Tax-Free Income Fund
