MITCHELL HUTCHINS LIR MONEY SERIES
497, 2000-10-10
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<PAGE>
Mitchell Hutchins
LIR Select Money Fund

                             ----------------------

                                   PROSPECTUS
                               SEPTEMBER 1, 2000
                         (AS REVISED OCTOBER 10, 2000)

                             ----------------------

This prospectus offers two classes of money market fund shares. Institutional
shares are offered primarily to institutional investors and Financial
Intermediary shares are offered to banks and other financial intermediaries for
the benefit of their customers.

              Not FDIC insured. May lose value. No bank guarantee.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the fund's shares or determined whether this prospectus
is complete or accurate. To state otherwise is a crime.
<PAGE>
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                            ------------------------
                    Mitchell Hutchins LIR Select Money Fund

                                    Contents
                                    THE FUND

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
<S>                     <C>        <C>

What every investor         3      Investment Objective, Strategies and Risks
should know about           4      Performance
the fund                    5      Expenses and Fee Tables
                            6      More About Risks and Investment
                                   Strategies

                                YOUR INVESTMENT

-------------------------------------------------------------------------------
Information for             7      Managing Your Fund Account
managing your fund                 --Buying Shares
account                            --Selling Shares
                                   --Exchanging Shares
                                   -- Additional Information About
                                     Your Account
                                   --Pricing and Valuation

                            ADDITIONAL INFORMATION

-------------------------------------------------------------------------------

Additional important       10      Management
information about          11      Dividends and Taxes
the fund                   12      Financial Highlights

-------------------------------------------------------------------------------
Where to learn more                Back Cover
about the fund
</TABLE>

                         The fund is not a complete or
                          balanced investment program.

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                               Prospectus Page 2
<PAGE>
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                    Mitchell Hutchins LIR Select Money Fund

                    MITCHELL HUTCHINS LIR SELECT MONEY FUND
                   INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

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FUND OBJECTIVE

Maximum current income consistent with liquidity and the preservation of
capital.

PRINCIPAL INVESTMENT STRATEGIES

The fund is a money market fund and seeks to maintain a stable price of $1.00
per share. The fund invests in a diversified portfolio of high quality money
market instruments of governmental and private issuers.

Money market instruments are short-term debt obligations and similar securities.
They also include longer term bonds that have variable interest rates or other
special features that give them the financial characteristics of short-term
debt. The fund invests in foreign money market instruments only if they are
denominated in U.S. dollars.

Mitchell Hutchins Asset Management Inc., the fund's investment adviser, selects
money market instruments for the fund based on its assessment of relative values
and changes in market and economic conditions. Mitchell Hutchins considers
safety of principal and liquidity in selecting securities for the fund and thus
may not buy securities that pay the highest yield.

PRINCIPAL RISKS

An investment in the fund is not a bank deposit and is neither insured nor
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. While the fund seeks to maintain the value of your investment at $1.00
per share, you may lose money by investing in the fund. Money market instruments
generally have a low risk of loss, but they are not risk-free. The principal
risks presented by the fund are:

- CREDIT RISK -- Issuers of money market instruments may fail to make payments
  when due, or they may become less willing or less able to do so.

- INTEREST RATE RISK -- The value of the fund's investments generally will fall
  when short-term interest rates rise, and its yield will tend to lag behind
  prevailing rates.

- FOREIGN INVESTING RISK -- The value of the fund's investments in foreign
  securities may fall due to adverse political, social and economic developments
  abroad. However, because the fund's foreign investments must be denominated in
  U.S. dollars, it generally is not subject to the risk of changes in currency
  valuations.

More information about risks of an investment in the fund is provided below in
"More About Risks and Investment Strategies."

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                               Prospectus Page 3
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                    Mitchell Hutchins LIR Select Money Fund

                                  PERFORMANCE

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RISK/RETURN BAR CHART AND TABLE

The following bar chart and table provide information about the fund's
performance and thus give some indication of the risks of an investment in the
fund.

The bar chart shows how the fund's performance has varied from year to year. The
bar chart shows Institutional shares because they have a longer performance
history than Financial Intermediary shares.

The table that follows the bar chart shows the average annual returns for the
fund's shares for the 1999 calendar year and since inception.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

    TOTAL RETURN ON INSTITUTIONAL SHARES (1999 IS THE FUND'S FIRST FULL CALENDAR
    YEAR OF OPERATIONS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
CALENDAR YEAR  TOTAL RETURN
<S>            <C>
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999                  5.22%
</TABLE>

    Total return January 1 to June 30, 2000--3.03%
    Best quarter during years shown: 4th quarter, 1999--1.38%
    Worst quarter during years shown: 2nd quarter, 1999--1.22%

AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 1999

<TABLE>
<CAPTION>
                                                          INSTITUTIONAL SHARES   FINANCIAL INTERMEDIARY SHARES
(INCEPTION DATE)                                               (8/10/98)                  (12/29/98)*
----------------                                          --------------------   -----------------------------
<S>                                                       <C>                    <C>
One Year................................................          5.22%                       N/A
Life of Class...........................................          5.32%                       N/A
</TABLE>

---------

<TABLE>
<C>  <S>
  *  Financial Intermediary shares have been outstanding only for
     short periods since inception. Performance for Financial
     Intermediary shares would be lower because of the 0.25%
     shareholder servicing fee paid by those shares.
</TABLE>

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                               Prospectus Page 4
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                            ------------------------
                    Mitchell Hutchins LIR Select Money Fund

                            EXPENSES AND FEE TABLES

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FEES AND EXPENSES These tables describe the fees and expenses that you may pay
if you buy and hold shares of the fund.

SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment)

<TABLE>
<S>                                                           <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a % of
  offering price)...........................................  None
Maximum Deferred Sales Charge (Load) (as a % of offering
  price)....................................................  None
</TABLE>

ANNUAL FUND OPERATING EXPENSES* (expenses that are deducted from fund assets)

<TABLE>
<CAPTION>
                                                   INSTITUTIONAL SHARES       FINANCIAL INTERMEDIARY SHARES
                                                   --------------------       -----------------------------
<S>                                             <C>            <C>            <C>             <C>
Management Fees...............................                     0.18%                          0.18%
Distribution and/or Service (12b-1) Fees......                     0.00%                          0.00%
Other Expenses
  Shareholder Servicing Fee...................      0.00%                         0.25%
  Miscellaneous Expenses......................      0.00%                         0.00%
                                                    ----                          ----
                                                                   0.00%                          0.25%
                                                                   ----                           ----
Total Annual Fund Operating Expenses..........                     0.18%                          0.43%
                                                                   ====                           ====
</TABLE>

---------
*Mitchell Hutchins has agreed to waive 0.03% of its management fee from May 1,
 2000 through January 31, 2001, so that the effective total fund operating
 expenses during that period will be 0.15% for Institutional shares and 0.40%
 for Financial Intermediary shares.

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds.

This example assumes that you invest $10,000 in the fund for the time periods
indicated and then sell all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
                                                               1 YEAR       3 YEARS       5 YEARS       10 YEARS
                                                              --------      --------      --------      --------
<S>                                                           <C>           <C>           <C>           <C>
Institutional shares........................................    $18           $ 58          $101          $230
Financial Intermediary shares...............................     44            138           241           542
</TABLE>

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                               Prospectus Page 5
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                            ------------------------
                    Mitchell Hutchins LIR Select Money Fund

                   MORE ABOUT RISKS AND INVESTMENT STRATEGIES

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PRINCIPAL RISKS

The main risks of investing in the fund are described below. Other risks of
investing in the fund, along with further detail about some of the risks
described below, are discussed in the fund's Statement of Additional Information
("SAI"). Information on how you can obtain the SAI is on the back cover of this
prospectus.

CREDIT RISK.  Credit risk is the risk that the issuer of a money market
instrument will not make principal or interest payments when they are due. Even
if an issuer does not default on a payment, a money market instrument's value
may decline if the market believes that the issuer has become less able, or less
willing, to make payments on time. Even the highest quality money market
instruments are subject to some credit risk.

INTEREST RATE RISK.  The value of money market instruments generally can be
expected to fall when short-term interest rates rise and to rise when short-
term interest rates fall. Interest rate risk is the risk that interest rates
will rise, so that the value of the fund's investments will fall. Also, the
fund's yield will tend to lag behind changes in prevailing short-term interest
rates. This means that the fund's income will tend to rise more slowly than
increases in short-term interest rates. Similarly, when short-term interest
rates are falling, the fund's income generally will tend to fall more slowly.

FOREIGN INVESTING RISK.  Foreign investing involves risks relating to political,
social and economic developments abroad to a greater extent than investing in
the securities of U.S. issuers. In addition, there are differences between U.S.
and foreign regulatory requirements and market practices.

ADDITIONAL INVESTMENT STRATEGIES

Like all money market funds, the fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable price of
$1.00 per share. The fund's investment strategies are designed to comply with
these requirements.

Mitchell Hutchins may use a number of professional money management techniques
to respond to changing economic and money market conditions and to shifts in
fiscal and monetary policy. These techniques include varying the fund's
composition and weighted average maturity based upon its assessment of the
relative values of various money market instruments and future interest rate
patterns. Mitchell Hutchins also may buy or sell money market instruments to
take advantage of yield differences.

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                               Prospectus Page 6
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                    Mitchell Hutchins LIR Select Money Fund

                           MANAGING YOUR FUND ACCOUNT

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BUYING SHARES
The fund accepts the settlement of purchase orders only in available federal
funds. Federal funds are funds deposited by a commercial bank in an account at a
Federal Reserve Bank that can be transferred to a similar account of another
bank in one day and thus may be made immediately available to the fund through
its custodian.

The fund offers two separate classes of shares--Institutional shares and
Financial Intermediary shares--as an economical and convenient means for
institutions to invest short-term funds that they hold for their own account or
hold or manage for others.

- You may buy Institutional shares if you are an institutional investor.
  PaineWebber Incorporated, the distributor of the fund's shares, may, in its
  discretion, make Institutional shares available to individuals or other
  entities.

- You may buy Financial Intermediary shares only if you are a bank or other
  financial intermediary buying the shares for the benefit of your customers.
  Financial Intermediary shares bear special fees (paid by the fund) at the
  annual rate of 0.25% of average net assets attributable to Financial
  Intermediary shares for services that these financial intermediaries provide
  to the beneficial owners of the Financial Intermediary shares.

Unless you specify otherwise, the fund will treat all purchase orders as orders
for Institutional shares.

You may buy fund shares by calling the fund's transfer agent, PFPC Inc., at
1-888-LIR-FUND and speaking to a representative. You may also buy fund shares by
contacting your Financial Advisor at PaineWebber or its correspondent firms, who
are then responsible for sending the order to the transfer agent. The
availability of fund shares to customers of PaineWebber's correspondent firms
may vary depending on the arrangements between PaineWebber and those firms.

You buy shares at the net asset value next determined after receipt and
acceptance of your purchase order by the transfer agent, subject to the fund
receiving payment the same day. Your purchase order will be effective only if
you wire payment in federal funds on the same business day that you place your
order, and your wire must actually be credited to the fund's bank account by a
Federal Reserve Bank that day. Otherwise, the order will be rejected. A business
day is any day that the fund's custodian, the fund's transfer agent and
PaineWebber are open for business.

Orders to buy shares of the fund received before noon (Eastern time) will
normally be executed as of noon (Eastern time). Orders received after noon
(Eastern time) but before 2:30 p.m. (Eastern time) will normally be executed as
of 2:30 p.m. (Eastern time). Orders received after 2:30 p.m. (Eastern time) but
before 5:00 p.m. (Eastern time) will normally be executed as of
5:00 p.m.(Eastern time).

The fund reserves the right to advance the time by which orders to buy or sell
its shares must be received by the transfer agent. The fund may do this when the
primary government securities dealers are either closed for business or close
early, or trading in money market instruments is limited due to national
holidays. For example, the fund may advance the time by which orders to buy or
sell its shares must be received by the transfer agent on any day that the New
York Stock Exchange ("NYSE") closes early because trading has been halted for
the day or The Bond Market Association ("BMA")(formerly known as the Public
Securities Association or "PSA") recommends that the securities markets close
early. Frequently, markets close early on the afternoon of a business day prior
to a national holiday. Of course, if the fund's usual deadline for receipt by
the transfer agent of orders to buy or sell its shares is earlier than the time
at which markets close, the fund expects to follow its normal schedule.
Investors may call toll-free 1-888-LIR-Fund to inquire whether the fund intends
to close early on a given day.

The fund and PaineWebber reserve the right to reject a purchase order or suspend
the offering of fund shares. PaineWebber may return without notice money wired
to the fund where the investor fails to place a corresponding share purchase
order.

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                               Prospectus Page 7
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                            ------------------------
                    Mitchell Hutchins LIR Select Money Fund

WIRE INSTRUCTIONS:

Instruct your bank to transfer federal funds by wire to:

RECEIVING BANK:
State Street Bank and Trust Company
ABA #011000028

BENEFICIARY FINANCIAL INSTITUTION:
4738-489-6
Mitchell Hutchins Institutional Funds

BENEFICIARY NAME:
PW Acct. #__________
[INSERT PAINEWEBBER ACCOUNT NUMBER AND ACCOUNT NAME]
LIR Select Money Fund

PaineWebber or an investor's bank may impose a service charge for wire
transfers.

<TABLE>
<CAPTION>
MINIMUM INVESTMENTS:
<S>                      <C>
To open an account.....      $10,000,000
To add to an account...      $   100,000
</TABLE>

PaineWebber may waive these minimums. The fund may change its minimum investment
requirements at any time. Investments must be denominated in U.S. dollars.

If your account balance has fallen below $10,000,000, your purchase order to add
to the account will be accepted only if the account balance will be at least
$10,000,000 after that purchase.

Financial intermediaries may establish different minimums for their customers
who purchase Financial Intermediary shares through them, provided that the
aggregate amounts purchased meet the above minimums. You may obtain additional
information about these minimums from your financial intermediary.

REMOTE TRADE ENTRY

The fund may offer an electronic trade order entry (RTE) capability to eligible
institutional investors who meet certain conditions. For more information on
this option, contact your Financial Advisor or the transfer agent at
1-888-LIR-FUND.

SELLING SHARES
You may sell your shares by calling the transfer agent at 1-888-LIR FUND and
speaking with a representative. You may also sell your shares by contacting your
Financial Advisor or correspondent firm (if you previously designated them to
give instructions to the transfer agent on your behalf); they are then
responsible for sending the order to the transfer agent.

Orders to sell fund shares received before noon (Eastern time) will normally be
executed as of noon (Eastern time). Orders received after noon (Eastern time)
but before 2:30 p.m. (Eastern time) will normally be executed as of 2:30 p.m.
(Eastern time). Orders received after 2:30 p.m. (Eastern time) and before
5:00 p.m. (Eastern time) will normally be executed as of 5:00 p.m. (Eastern
time).

As noted above under "Buying Shares," the fund may advance the time for the
transfer agent's receipt of orders to sell shares (E.G., days on which
securities markets close early prior to a national holiday).

Your sales proceeds will be paid in federal funds wired to one or more accounts
you have designated, normally on the business day the sale order is accepted. If
you sell all the shares you own, dividends accrued for the month to date will be
paid in federal funds and wired at the same time to the bank account(s) that you
designate.

If the transfer agent receives your order to sell shares late in the day, it
will process your order and initiate a wire. However, your bank account may not
receive the proceeds that day if a Federal Reserve Bank is experiencing delay in
transfer of funds. Neither the fund, PaineWebber nor the transfer agent is
responsible for the performance of your bank or any of its intermediaries.

The transfer agent will process your orders to sell shares only if you have on
file with it a properly completed account application, with signature guaranteed
or other authentication acceptable to the transfer agent. The account
application requires you to designate the bank account(s) or PaineWebber account
for wiring sales proceeds. You must submit any change in the designated
account(s) for sale proceeds in a form acceptable to the transfer agent. The
transfer agent will not place the sales order if the information you provide
does not correspond to the information on your application.

If you have additional questions on selling shares you should contact your
Financial Advisor or call the transfer agent at 1-888-LIR-FUND.

EXCHANGING SHARES

You may exchange shares of the fund for shares of the same class of any of the
Liquid Institutional Reserves funds--Money Market Fund, Government Securities
Fund and Treasury Securities Fund. Those funds all have higher total operating
expenses than the fund, but lower minimums for initial and subsequent purchases.

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                               Prospectus Page 8
<PAGE>
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                            ------------------------
                    Mitchell Hutchins LIR Select Money Fund

You can place an exchange order by calling the transfer agent at 1-888-LIR FUND
and speaking with a representative. You also can place an order through a
PaineWebber Financial Advisor or correspondent firm (if you previously
designated them to give instructions to the transfer agent on your behalf), who
is then responsible for sending the order to the transfer agent. You may
exchange Financial Intermediary shares only if you are a bank or other financial
intermediary exchanging the shares for the benefit of your customers.

Your exchange order must be received by 2:30 p.m. (Eastern time) to be effective
on that business day. Exchange orders received after that time will not be
executed, and you will have to place an exchange order before that time on the
following business day if you still wish to effect an exchange.

If you exchange all your fund shares, the dividends accrued on those shares for
the month to date will be invested in the shares of the other fund into which
the exchange is made.

Shareholders making their initial purchase of another fund through an exchange
should allow more time and must provide the transfer agent with a properly
completed account application for the new fund. These exchange orders should be
received by the transfer agent at least one half hour before the previously
mentioned deadline to allow the transfer agent sufficient time to establish an
account in the new fund in the investor's name. Otherwise, the transfer agent
may not be able to effect the exchange.

If the total investment in your account has been less than $10,000,000 for 30
consecutive days, the fund may exchange your shares for shares of Liquid
Institutional Reserves--Money Market Fund unless you elected in your account
application to have the shares sold and the proceeds paid to you in federal
funds wired to your designated account.

The fund may modify or terminate the exchange privilege at any time.

ADDITIONAL INFORMATION ABOUT YOUR ACCOUNT

FINANCIAL INTERMEDIARY SHARES.  Financial intermediaries buying or holding
shares for their customer accounts may charge those customers for cash
management and other services provided in connection with their account. These
charges may include account maintenance fees, compensating balance requirements
or fees based on account transactions, assets or income. The dividends payable
to the financial intermediaries' customers, who are the beneficial owners of the
shares, will be lower than those on Institutional shares by the amount of the
fees paid by the fund for shareholder services. A customer should consider the
terms of his account with a financial intermediary before purchasing shares.

A financial intermediary buying or selling shares for its customers is
responsible for transmitting orders to the transfer agent in accordance with its
customer agreements and the procedures noted above.

INSTITUTIONAL SHARES.  PaineWebber or Mitchell Hutchins (not the fund) may pay
shareholder servicing fees to financial institutions that make Institutional
shares available to their customers. The amount of these fees will be negotiated
between PaineWebber or Mitchell Hutchins and the financial institution.

PRICING AND VALUATION

The price of fund shares is based on net asset value and is determined
separately for each class of shares. The net asset value is the total value of
the fund divided by the total number of shares outstanding. In determining net
asset value, the fund values its securities at their amortized cost. This method
uses a constant amortization to maturity of the difference between the cost of
the instrument to the fund and the amount due at maturity. The fund's net asset
value per share is expected to be $1.00, although this value is not guaranteed.

The fund's net asset value is normally determined three times each business day:

- noon (Eastern time),

- 2:30 p.m. (Eastern time) and

- 5:00 p.m. (Eastern time).

Your price for buying or selling shares will be the net asset value that is next
calculated after the fund accepts your order.

On any day that the fund determines to advance the time by which orders to buy
or sell its shares must be received by the transfer agent as described above
under "Buying Shares," the time for determination of the fund's net asset value
per share will be as of the same time the fund has determined to cease accepting
orders to buy or sell its shares. The fund will not price its shares again on
that business day, even though it normally prices its shares more than once each
business day.

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                               Prospectus Page 9
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                            ------------------------
                    Mitchell Hutchins LIR Select Money Fund

                                   MANAGEMENT

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INVESTMENT ADVISER

Mitchell Hutchins is the investment adviser and administrator of the fund, and
is located at 51 West 52nd Street, New York, New York, 10019-6114. Mitchell
Hutchins is a wholly owned asset management subsidiary of PaineWebber
Incorporated. PaineWebber is the distributor of the fund's shares and is located
at 1285 Avenue of the Americas, New York, New York 10019-6028. PaineWebber is
wholly owned by Paine Webber Group Inc. ("PW Group"), a publicly owned financial
services holding company. On July 31, 2000, Mitchell Hutchins was the adviser or
sub-adviser of 31 investment companies with 75 separate portfolios and aggregate
assets of approximately $53.3 billion.

On July 12, 2000, PW Group and UBS AG ("UBS") announced that they had entered
into an agreement and plan of merger under which PW Group will merge into a
wholly owned subsidiary of UBS. If all required approvals are obtained and the
required conditions are satisfied, PW Group and UBS expect to complete the
transaction in the fourth quarter of 2000. UBS, with headquarters in Zurich,
Switzerland, is an internationally diversified organization with operations in
many areas of the financial services industry.

MANAGEMENT FEES

Mitchell Hutchins' contract fee for the management services it provides to the
fund is at the annual rate of 0.18% of the fund's average daily net assets.
During the fiscal year ended April 30, 2000, Mitchell Hutchins waived part of
this fee so that the fund paid management fees to Mitchell Hutchins at the
effective annual rate of 0.14% of its average daily net assets.

In exchange for this fee, Mitchell Hutchins has agreed to bear all expenses of
the fund other than the management fees, shareholder service fees paid for
Financial Intermediary shares, interest, taxes, extraordinary costs and the cost
of securities purchased and sold by the fund, including any transaction costs.
Although Mitchell Hutchins is not obligated to pay the fees and expenses of the
fund's independent trustees, it is contractually obligated to reduce its
management fee in an amount equal to those fees and expenses. Mitchell Hutchins
estimates that these fees and expenses will be less than 0.01% of the fund's
average net assets.

Mitchell Hutchins has agreed to waive 0.03% of its management fees from May 1,
2000 through January 31, 2001, so that the effective management fees during that
period will be 0.15% of average daily net assets.

OTHER INFORMATION

The fund will maintain a rating from one or more rating agencies that provide
ratings on money market funds. There can be no assurance that the fund will
maintain any particular rating or maintain it with a particular rating agency.

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                               Prospectus Page 10
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                            ------------------------
                    Mitchell Hutchins LIR Select Money Fund

                              DIVIDENDS AND TAXES

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DIVIDENDS

The fund declares dividends daily and pays them monthly. Dividends are paid on
the last business day of a month or upon the sale of all the fund shares in a
shareholder's account.

The fund distributes any net short-term capital gain annually and anticipates
that any short-term capital gain distribution would be declared during the month
of December in a given year. The fund may make more frequent distributions if
necessary to maintain its share price at $1.00.

Shares earn dividends on the day they are purchased but do not earn dividends on
the day they are sold.

Dividends on Financial Intermediary shares will be lower than dividends on
Institutional shares because of the higher expenses borne by Financial
Intermediary shares.

You will receive dividends in additional shares of the same class unless you
elect to have the dividends transmitted by federal funds wire to either a
designated bank account or PaineWebber account. You must notify the transfer
agent in writing in a form acceptable to the transfer agent at least two
business days prior to the end of the month if you wish to change this election
for a particular monthly dividend.

TAXES

The dividends that you receive from the fund generally are subject to federal
income tax regardless of whether you receive them in additional fund shares or
in cash. If you hold fund shares through a tax-exempt account or plan, such as
an IRA or 401(k) plan, dividends on your shares generally will not be subject to
tax.

The fund expects that its dividends will be taxed as ordinary income. The fund
will tell you annually how you should treat its dividends for tax purposes. You
should not recognize any capital gain on the sale of your shares so long as the
fund maintains a share price of $1.00.

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                               Prospectus Page 11
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                            ------------------------
                    Mitchell Hutchins LIR Select Money Fund

                              FINANCIAL HIGHLIGHTS

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The following financial highlights table is intended to help you understand the
fund's financial performance since it commenced operations on August 10, 1998.
Certain information reflects financial results for a single fund share. In the
table, "total investment return" represents the rate that an investor would have
earned on an investment in the fund (assuming reinvestment of all dividends).

The information in the financial highlights has been audited by Ernst & Young
LLP independent auditors, whose report, along with the fund's financial
statements, is included in the fund's annual report to shareholders. The annual
report may be obtained without charge by calling 1-888-LIR-FUND.

<TABLE>
<CAPTION>
                               INSTITUTIONAL SHARES               FINANCIAL INTERMEDIARY SHARES(2)
                        -----------------------------------   ----------------------------------------
                                           FOR THE PERIOD       FOR THE PERIOD       FOR THE PERIOD
                            FOR THE       AUGUST 10, 1998+    NOVEMBER 4, 1999++   DECEMBER 29, 1998+
                          YEAR ENDED             TO                   TO                   TO
                        APRIL 30, 2000     APRIL 30, 1999       MARCH 6, 2000       FEBRUARY 9, 1999
                        ---------------   -----------------   ------------------   -------------------
<S>                     <C>               <C>                 <C>                  <C>
Net asset value,
  beginning of
  period..............     $     1.00         $     1.00          $     1.00             $  1.00
                           ----------         ----------          ----------             -------
Net investment
  income..............          0.054              0.037               0.018               0.006
Dividends from net
  investment income...         (0.054)            (0.037)             (0.018)             (0.006)
                           ----------         ----------          ----------             -------
Net asset value, end
  of period...........     $     1.00         $     1.00          $     1.00             $  1.00
                           ==========         ==========          ==========             =======
Total investment
  return(1)...........           5.54%              3.81%               1.84%               0.57%
                           ==========         ==========          ==========             =======
Ratios/Supplemental
  Data:
Net assets, end of
  period (000's)......     $2,290,822         $1,322,807                  --                  --
Expenses to average
  net assets net of
  waivers from
  adviser.............           0.14%              0.07%*              0.40%*              0.32%*
Expenses to average
  net assets before
  waivers from
  adviser.............           0.18%              0.18%*              0.43%*              0.43%*
Net investment income
  to average net
  assets net of
  waivers from
  adviser.............           5.48%              5.06%*              5.11%*              4.81%*
Net investment income
  to average net
  assets before
  waivers from
  adviser.............           5.44%              4.95%*              5.08%*              4.70%*
</TABLE>

---------

<TABLE>
<C>  <S>
  +  Issuance of shares
 ++  Reissuance of shares
  *  Annualized
(1)  Total investment return is calculated assuming a $1,000
     investment on the first day of the period reported,
     reinvestment of all dividends and distributions at net asset
     value on the payable dates, and a sale at net asset value on
     the last day of the period reported. Total investment return
     for periods of less than one year has not been annualized.
(2)  At March 6, 2000 and February 9, 1999, there were no longer
     any Financial Intermediary shares outstanding. Any further
     subscriptions of such shares would be at a $1.00 per share.
</TABLE>

--------------------------------------------------------------------------------
                               Prospectus Page 12
<PAGE>

TICKER SYMBOL: Institutional Shares SELXX

If you want more information about the fund, the
following documents are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS

Additional information about the fund's investments is available in the
fund's annual and semi-annual reports to shareholders.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more detailed information about the fund and is incorporated
by reference into this prospectus.


You may discuss your questions about the fund by contacting your Financial
Advisor. You may obtain free copies of annual and semi-annual reports and the
SAI by contacting the fund directly at 1-888-LIR-FUND.

You may review and copy information about the fund, including shareholder
reports and the SAI, at the Public Reference Room of the Securities and
Exchange Commission. You may obtain information about the operations of the
SEC's Public Reference Room by calling the SEC at 1-202-942-8090. You can get
copies of reports and other information about the fund:

-  For a fee, by electronic request at [email protected] or by writing the
SEC's Public Reference Section, Washington, D.C. 20549-0102; or

 -  Free, from the EDGAR Database on the SEC's Internet website at
http://www.sec.gov.


Mitchell Hutchins LIR Money Series
-- Mitchell Hutchins LIR Select Money Fund
Investment Company Act File No. 811-8767


-Copyright- 2000 PaineWebber Incorporated. All rights reserved.


MITCHELL HUTCHINS
LIR SELECT MONEY FUND

 PROSPECTUS









SEPTEMBER 1, 2000
(as revised October 10, 2000)





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