PAINEWEBBER AMERICA FUND /NY/
497, 2000-09-15
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                            PAINEWEBBER MUTUAL FUNDS

                              PROSPECTUS SUPPLEMENT

                                                       September 14, 2000


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 that
you may qualify for a waiver of the  deferred  sales charge on a sale of Class B
shares if the  shares  are held in trust and the death of the  trustee  requires
liquidation of the trust.


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This supplement applies to the following Funds:

PAINEWEBBER BOND FUNDS

      High Income Fund
      Investment Grade Income Fund
      Low Duration U.S. Government Income Fund
      Strategic Income Fund
      U.S. Government 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

PAINEWEBBER ASSET ALLOCATION FUNDS

      Balanced Fund
      Tactical Allocation Fund

PAINEWEBBER STOCK FUNDS

      Enhanced S&P 500 Fund
      Enhanced  Nasdaq-100 Fund
      Financial  Services Growth Fund
      Growth  Fund
      Growth and Income Fund
      Mid Cap Fund
      Small Cap Fund
      Strategy Fund
      Tax-Managed Equity Fund

PAINEWEBBER GLOBAL FUNDS

      Asia Pacific Growth Fund
      Emerging Markets Equity Fund
      Global Equity Fund
      Global Income Fund

PAINEWEBBER MONEY MARKET FUND

                                                                     Item #ZS 66


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