PAINEWEBBER AMERICA FUND /NY/
497, 2000-10-11
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<PAGE>
                            PAINEWEBBER GROWTH FUND
                       PAINEWEBBER GROWTH AND INCOME FUND
                            PAINEWEBBER MID CAP FUND
                           PAINEWEBBER SMALL CAP FUND
                SUPPLEMENT TO PROSPECTUS DATED DECEMBER 1, 1999

                                                                October 10, 2000

Dear Investor,

    This supplement to the Prospectus dated December 1, 1999 for the
above-referenced funds (each a "PW fund") describes important changes affecting
your fund. These changes were proposed by Mitchell Hutchins Asset Management
Inc. ("Mitchell Hutchins") and approved by your fund's board as in the best
interests of fund shareholders. If you have any questions about these changes,
you should contact your Financial Advisor.

    The purpose of this supplement is to notify you of

       - the proposed merger of each PW fund into a series of another mutual
         fund and

       - changes in investment management arrangements for each PW fund and
         related investment strategy changes that became effective on
         October 10, 2000.

    The shareholders of each PW fund must approve its proposed merger before the
transaction can be effected. The proposed mergers will be submitted to
shareholders at meetings expected to be held in January or February 2001. If
approved by the PW fund's shareholders, the merger for that PW fund is expected
to become effective no later than early March 2001.

    More information about the proposed merger for each PW fund and the new
investment management arrangements and related investment strategy changes is
set out below.

PROPOSED MERGERS

    On October 6, 2000, the board of trustees for each PW fund approved the
submission to its shareholders of an Agreement and Plan of Reorganization and
Termination ("Plan") under which the PW fund would transfer substantially all of
its assets and liabilities to a series of PaineWebber PACE Select Advisors
Trust, an open-end mutual fund (each series a "PACE fund"). The PACE funds'
investments are managed by sub-advisers, and the same sub-adviser(s) for each
PACE fund proposed as a merger partner for a PW fund now serve as
sub-adviser(s) for that PW fund. If a PW fund's shareholders approve the
proposed merger, they will receive shares of the applicable PACE fund in
exchange for their shares in the PW fund, and the PW fund will cease operations.

    Each merger is expected to be a tax-free transaction, which means that no
gain or loss will be recognized by either fund and that the PW fund's
shareholders will not realize any gain or loss on their receipt of PACE fund
shares in the merger. More information about the proposed merger for each PW
fund will be provided to its shareholders in proxy solicitation materials that
are expected to be mailed in December 2000.

                                                                     Item # ZS74
<PAGE>
    The parties to each proposed merger are identified below, along with each
fund's investment objective and primary investment strategies.

<TABLE>
                   PW Fund                         PACE Fund Proposed as Merger Partner
---------------------------------------------  ---------------------------------------------
<S>                                            <C>
--------------------------------------------------------------------------------------------
PAINEWEBBER GROWTH FUND                        PACE LARGE COMPANY GROWTH EQUITY INVESTMENTS
  (THE SOLE SERIES OF PAINEWEBBER OLYMPUS
FUND)

INVESTMENT OBJECTIVE: Long-term capital        INVESTMENT OBJECTIVE: Capital appreciation.
appreciation.

Invests primarily in common stocks of          Invests primarily in common stocks of
companies believed to have substantial         companies believed to have substantial
potential for capital growth. Invests          potential for capital growth and that have
primarily in large capitalization companies    market capitalizations of $4 billion or
but has the flexibility to invest in           greater at the time of purchase.
companies having any market capitalization.
--------------------------------------------------------------------------------------------
PAINEWEBBER GROWTH AND INCOME FUND             PACE LARGE COMPANY VALUE EQUITY INVESTMENTS
  (THE SOLE SERIES OF PAINEWEBBER AMERICA
FUND)

INVESTMENT OBJECTIVE: Current income and       INVESTMENT OBJECTIVE: Capital appreciation
capital growth.                                and dividend income.

Invests primarily in common stocks of large    Invests primarily in stocks of large
capitalization companies but has no specific   capitalization U.S. companies that are
market capitalization requirements.            believed to be undervalued and that have
                                               market capitalizations of $4 billion or
                                               greater at the time of purchase.
--------------------------------------------------------------------------------------------
PAINEWEBBER MID CAP FUND                       PACE SMALL/MEDIUM COMPANY GROWTH EQUITY
  (THE SOLE SERIES OF PAINEWEBBER MANAGED      INVESTMENTS
ASSETS   TRUST)

INVESTMENT OBJECTIVE: Long-term capital        INVESTMENT OBJECTIVE: Capital appreciation.
appreciation

Invests primarily in common stocks of medium   Invests primarily in stocks of 'emerging
capitalization companies (market               growth' companies that are believed to have
capitalizations of between $750 million and    potential for high future earnings growth
$8 billion at time of purchase) that are       relative to the overall market and that have
believed to have substantial potential for     total market capitalizations of less than $4
capital growth.                                billion at the time of purchase.
--------------------------------------------------------------------------------------------
PAINEWEBBER SMALL CAP FUND                     PACE SMALL/MEDIUM COMPANY VALUE EQUITY
  (A SERIES OF PAINEWEBBER SECURITIES TRUST)   INVESTMENTS

INVESTMENT OBJECTIVE: Long-term capital        INVESTMENT OBJECTIVE: Capital appreciation.
appreciation.

Invests primarily in common stocks of small    Invests primarily in stocks of companies that
capitalization companies (market               are believed to be undervalued or overlooked
capitalizations of up to $1.5 billion at time  in the marketplace and that have total market
of purchase) that are believed to have         capitalizations of less than $4 billion at
substantial potential for capital growth and   the time of purchase.
are undervalued.
--------------------------------------------------------------------------------------------
</TABLE>

    You may continue to buy and sell shares in the PW funds and exchange your PW
fund Class A, Class B and Class C shares for shares of the corresponding class
of other PaineWebber funds prior to the shareholder meetings. When you sell or
exchange your PW fund shares, you generally will be subject to federal income
tax on any gain you realize. If the merger proposal is approved for a fund, the
fund expects to close to new purchases and exchange purchases approximately five
business days prior to the date on which the merger is effected.

NEW INVESTMENT MANAGEMENT ARRANGEMENTS

    On October 6, 2000, the board of trustees for each PW fund terminated the
existing Investment Advisory and Administration Contract ("Old Advisory
Contract") with Mitchell Hutchins relating to the PW fund and approved new
interim investment management arrangements that became effective on October 10,
2000.

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<PAGE>
    For each PW fund, these interim investment management arrangements consist
of a new Interim Investment Management and Administration Contract ("Interim
Management Contract") with Mitchell Hutchins and one or more Interim
Sub-Advisory Contracts between Mitchell Hutchins and unaffiliated sub-advisers.
Under the Interim Management Contracts, Mitchell Hutchins' primary portfolio
management responsibility is to identify appropriate sub-advisers to manage the
PW funds' assets and to supervise and monitor the performance of those
sub-advisers and make recommendations about the retention or replacement of
sub-advisers. The interim contracts terminate automatically 150 days after their
effective dates. The fees payable by each PW fund to Mitchell Hutchins under its
Interim Management Contract are identical to the fees under the Old Advisory
Contract. Mitchell Hutchins (not the funds) pays the sub-advisers for their
services under the Interim Sub-Advisory Contracts. The new sub-advisers for the
PW funds are identified below:

<TABLE>
--------------------------------------------------------------------------------------------
PW Fund                                        Sub-Adviser(s)
---------------------------------------------  ---------------------------------------------
<S>                                            <C>
--------------------------------------------------------------------------------------------
PaineWebber Growth Fund                        Alliance Capital Management L.P.
                                               State Street Global Advisors
--------------------------------------------------------------------------------------------
PaineWebber Growth and Income Fund             Institutional Capital Corporation
                                               Westwood Management Corporation
                                               State Street Global Advisors
--------------------------------------------------------------------------------------------
PaineWebber Mid Cap Fund                       Delaware Management Company
--------------------------------------------------------------------------------------------
PaineWebber Small Cap Fund                     Ariel Capital Management, Inc.
                                               ICM Asset Management, Inc.
--------------------------------------------------------------------------------------------
</TABLE>

    These arrangements and some related changes in each fund's investment
strategies are described in greater detail below. The new sub-advisers expect to
realign their funds' portfolios to reflect their proprietary investment
strategies over the next several weeks. As a result, during this period, the
funds may experience higher portfolio turnover than normal and higher related
transaction costs, including brokerage commissions. In addition, a fund may
realize capital gains when portfolio positions are sold by a new sub-adviser.
These realized capital gains may increase a fund's taxable dividends for the
current year.

AS A RESULT OF THESE CHANGES, THE PROSPECTUS DATED DECEMBER 1, 1999 IS REVISED
AS FOLLOWS:

FOR PAINEWEBBER GROWTH FUND, THE SECTION CAPTIONED "PRINCIPAL INVESTMENT
STRATEGIES" ON P. 3 OF THE PROSPECTUS IS REPLACED IN ITS ENTIRETY BY THE
FOLLOWING:

           PRINCIPAL INVESTMENT STRATEGIES

           The fund invests primarily in common stocks that are
           believed to have substantial potential for capital growth.

           The fund generally invests in larger capitalization
           companies but has the flexibility to invest in companies
           having any market capitalization. Some of the fund's
           investments may be in U.S. dollar denominated securities
           of foreign issuers and the fund also may invest in bonds.
           The fund may (but is not required to) use options, futures
           contracts and other derivatives as part of its investment
           strategy or to help manage portfolio risk.

           The fund's manager, Mitchell Hutchins Asset Management
           Inc., has appointed Alliance Capital Management L.P.
           ("Alliance Capital") and State Street Global Advisors
           ("SSgA") to serve as sub-advisers for the fund's
           investments. Alliance Capital initially manages
           approximately 60% of the fund's assets and SSgA manages
           approximately 40%. Mitchell Hutchins allocates the fund's
           assets between the two sub-advisers. The relative values
           of assets allocated to each sub-adviser can change at any
           time.

           In managing its share of the fund's assets, Alliance
           Capital follows its "disciplined growth" strategy and
           seeks to identify the best combinations of earnings growth
           and reasonable valuation in selecting stocks for the fund.
           Alliance Capital ranks each stock in its investment
           universe based on its analysts' assessments and
           fundamental research

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<PAGE>
           that includes six measures of earnings growth and
           valuation. The fund normally invests in stocks that rank
           in the top 30% of this research universe and generally
           sells stocks that rank in the bottom half.

           In managing its share of the fund's assets, SSgA seeks to
           outperform the Russell 1000 Growth Index (before fees and
           expenses). SSgA uses several independent valuation
           measures to identify investment opportunities within a
           large cap growth universe and combines factors to produce
           an overall rank. Comprehensive research determines the
           optimal weighting of these perspectives to arrive at
           schemes that vary by industry. SSgA ranks all companies
           within the investable universe from top to bottom based on
           their relative attractiveness. SSgA constructs the fund's
           portfolio by selecting the highest ranked stocks from the
           universe and manages deviations from the benchmark to
           maximize the risk/reward trade-off. The resulting
           portfolio has characteristics similar to the Russell 1000
           Growth Index.

FOR PAINEWEBBER GROWTH AND INCOME FUND, THE SECTION CAPTIONED "PRINCIPAL
INVESTMENT STRATEGIES" ON P. 6 OF THE PROSPECTUS IS REPLACED IN ITS ENTIRETY BY
THE FOLLOWING:

           PRINCIPAL INVESTMENT STRATEGIES

           The fund invests in a combination of securities to obtain
           both growth and income. To obtain growth, the fund invests
           in stocks that are believed to have substantial potential
           for capital growth. To obtain current income, the fund
           invests in dividend paying stocks and, to a lesser extent,
           convertible bonds and money market instruments.

           The fund generally invests in large capitalization
           companies. Some of the fund's investments may be in U.S.
           dollar denominated securities of foreign issuers. The fund
           may (but is not required to) use options, futures
           contracts and other derivatives as part of its investment
           strategy or to help manage portfolio risks.

           The fund's manager, Mitchell Hutchins Asset Management
           Inc., has appointed Institutional Capital Corporation
           ("ICAP"), Westwood Management Corporation ("Westwood") and
           State Street Global Advisors ("SSgA") to serve as
           sub-advisers for the fund's investments. SSgA initially
           manages approximately 50% of the fund's assets and ICAP
           and Westwood manage approximately 25% each. Mitchell
           Hutchins allocates the fund's assets among the three
           sub-advisers. The relative values of assets allocated to
           each sub-adviser can change at any time.

           In managing its share of the fund's assets, ICAP uses its
           proprietary valuation model to identify
           large-capitalization companies that ICAP believes offer
           the best relative values because they sell below the
           price-to-earnings ratio warranted by their prospects. ICAP
           looks for companies where a catalyst for a positive change
           is about to occur with potential to produce stock
           appreciation of 20% or more relative to the market over a
           12 to 18 month period. The catalyst can be thematic (e.g.,
           global economic recovery) or company specific (e.g., a
           corporate restructuring or a new product). ICAP also uses
           internally generated research to evaluate the financial
           condition and business prospects of every company it
           considers. ICAP monitors each stock purchased and sells
           the stock when its target price is achieved, the catalyst
           becomes inoperative or ICAP identifies another stock with
           greater opportunity for appreciation.

           In managing its share of the fund's assets, Westwood
           maintains a list of securities that it believes have
           proven records and potential for above-average earnings
           growth. It considers purchasing a security on such list if
           Westwood's forecast for growth rates and earnings
           estimates exceeds Wall Street expectations or Westwood's
           forecasted price/ earnings ratio is less than the
           forecasted growth rate. Westwood monitors the issuing
           companies and will sell a stock if Westwood expects
           limited future price appreciation or the projected
           price/earnings ratio exceeds the three-year growth rate.

           In managing its share of the fund's assets, SSgA seeks to
           outperform the Russell 1000 Value Index (before fees and
           expenses). SSgA uses several independent valuation

                                       4
<PAGE>
           measures to identify investment opportunities within a
           large cap value universe and combines factors to produce
           an overall rank. Comprehensive research determines the
           optimal weighting of these perspectives to arrive at
           schemes that vary by industry. SSgA ranks all companies
           within the investable universe from top to bottom based on
           their relative attractiveness. SSgA constructs the fund's
           portfolio by selecting the highest ranked stocks from the
           universe and manages deviations from the benchmark to
           maximize the risk/reward trade-off. The resulting
           portfolio has characteristics similar to the Russell 1000
           Value Index.

FOR PAINEWEBBER GROWTH FUND AND PAINEWEBBER GROWTH AND INCOME FUND, THE SECTION
CAPTIONED "PRINCIPAL RISKS" ON PP. 3 AND 6 OF THE PROSPECTUS AND THE SECTION
CAPTIONED "MORE ABOUT RISKS AND INVESTMENT STRATEGIES" ON P. 15 OF THE
PROSPECTUS ARE AMENDED BY THE ADDITION OF THE FOLLOWING NEW PARAGRAPH:

           INDEX STRATEGY RISK. SSgA's proprietary strategies may not
           result in the portion of fund assets it manages
           outperforming the total return of the designated index,
           and these assets may underperform the index. Its
           performance also may deviate from that of the index
           because of shareholder purchases and sales of shares,
           which can occur daily, and because of fees and expenses
           borne by the fund.

FOR PAINEWEBBER MID CAP FUND, THE SECTION CAPTIONED "PRINCIPAL INVESTMENT
STRATEGIES" ON P. 9 OF THE PROSPECTUS IS REPLACED IN ITS ENTIRETY BY THE
FOLLOWING:

           PRINCIPAL INVESTMENT STRATEGIES

           The fund invests primarily in common stocks of medium
           capitalization ("mid cap") companies that are believed to
           have substantial potential for capital growth. The fund
           considers companies with market capitalizations of between
           $750 million and $8 billion to be mid cap.

           The fund also invests, to a lesser extent, in stocks of
           larger and smaller companies and in bonds and money market
           instruments. Some of the fund's investments may be in U.S.
           dollar denominated securities of foreign issuers. The fund
           may (but is not required to) use options, futures
           contracts and other derivatives as part of its investment
           strategy or to help manage portfolio risks.

           The fund's manager, Mitchell Hutchins Asset Management
           Inc., has appointed Delaware Management Company to serve
           as sub-adviser for the fund's investments. In deciding
           which stocks to buy or sell for the fund, Delaware
           Management Company employs a bottom-up, fundamental
           analysis to attempt to identify companies that have
           substantially above-average earnings growth because of
           management changes, new products, growth of established
           products or structural changes in the economy. Delaware
           Management Company also considers the quality of a
           company's management team and the strength of its finances
           and internal controls in selecting stocks for the fund.
           Although Delaware Management Company follows companies in
           a full range of market sectors, it may focus on a limited
           number of attractive industries.

FOR PAINEWEBBER SMALL CAP FUND, THE SECTION CAPTIONED "PRINCIPAL INVESTMENT
STRATEGIES" ON P. 12 OF THE PROSPECTUS IS REPLACED IN ITS ENTIRETY BY THE
FOLLOWING:

           PRINCIPAL INVESTMENT STRATEGIES

           The fund invests primarily in common stocks of small
           capitalization ("small cap") companies that are believed
           to have substantial potential for capital growth. The fund
           considers companies with market capitalizations of up to
           $1.5 billion to be small cap.

           The fund may invest, to a lesser extent, in stocks of
           larger companies and in bonds and money market
           instruments. Some of the fund's investments may be in U.S.
           dollar denominated securities of foreign issuers. The fund
           may (but is not required to) use options, futures
           contracts and other derivatives as part of its investment
           strategy or to help manage portfolio risks.

                                       5
<PAGE>
           The fund's manager, Mitchell Hutchins Asset Management
           Inc., has appointed Ariel Capital Management, Inc.
           ("Ariel") and ICM Asset Management, Inc. ("ICM") to serve
           as sub-advisers for the fund's investments.

           In managing its share of the fund's assets, Ariel invests
           in stocks of companies that it believes are misunderstood
           or undervalued. It seeks to identify companies in
           consistent industries with distinct market niches and
           excellent management teams. It focuses on value stocks,
           which it defines as stocks that have a low price/earnings
           ratio based on forward earnings and that trade at a
           significant discount to the private market value that
           Ariel calculates for each stock. Ariel generally sells
           stocks that cease to meet these criteria or that are at
           risk for fundamental deterioration.

           In managing its share of the fund's assets, ICM invests
           primarily in common stocks of companies believed to offer
           good relative value that have either fallen into disfavor
           among investors or are under-researched. In deciding which
           stocks to buy or sell for the fund, ICM uses a top-down
           analysis to identify broad sectors of the market believed
           to offer good relative value and then seeks to identify
           individual companies within those sectors that meet ICM's
           investment criteria. ICM also performs a bottom-up
           analysis to attempt to discover inefficiently priced
           stocks in a broad range of sectors, including those not
           identified in the top-down analysis. These two approaches
           are combined in various proportions depending on market
           conditions. Regardless of which approach is used to
           identify stock candidates, ICM then applies fundamental
           research analysis.

THE SECTIONS AT PP. 23-24 OF THE PROSPECTUS CAPTIONED "INVESTMENT ADVISER" AND
"PORTFOLIO MANAGERS" ARE RETITLED "MANAGER" AND "SUB-ADVISERS AND PORTFOLIO
MANAGERS", RESPECTIVELY, AND ARE REPLACED IN THEIR ENTIRETY BY THE FOLLOWING:

           MANAGER

           Mitchell Hutchins Asset Management Inc. is the manager and
           administrator of each fund. Mitchell Hutchins is located
           at 51 West 52nd Street, New York, New York, 10019-6114,
           and is a wholly owned asset management subsidiary of
           PaineWebber Incorporated, which is wholly owned by Paine
           Webber Group Inc. ("PW Group"), a publicly owned financial
           services holding company. On August 31, 2000, Mitchell
           Hutchins was adviser or sub-adviser of 31 investment
           companies with 75 separate portfolios and aggregate assets
           of approximately $57.7 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 November 2000.
           UBS, with headquarters in Zurich, Switzerland, is an
           internationally diversified organization with operations
           in many areas of the financial services industry.

           Mitchell Hutchins, with the approval of each fund's board,
           has selected investment sub-advisers for the funds and
           reviews the performance of those sub-advisers.

           SUB-ADVISERS AND PORTFOLIO MANAGERS

           GROWTH FUND

           Alliance Capital Management L.P. ("Alliance Capital") and
           State Street Global Advisors ("SSgA") serve as
           sub-advisers for this fund. Alliance Capital is located at
           1345 Avenue of the Americas, New York, New York 10105. It
           is a leading international investment manager supervising
           client accounts with assets as of June 30, 2000 of
           approximately $388 billion.

                                       6
<PAGE>
           Jane Mack Gould is primarily responsible for the
           day-to-day portfolio management of the fund's assets
           allocated to Alliance Capital and has held her fund
           responsibilities since October 10, 2000. Ms. Gould is a
           senior vice president and portfolio manager and has been
           with Alliance Capital since 1971.

           SSgA is located at Two International Place, Boston,
           Massachusetts 02110, and is the investment management
           division of State Street Bank and Trust Company. SSgA uses
           a team approach in the day-to-day management of its share
           of the fund's assets. SSgA has held its fund
           responsibilities since October 10, 2000.

           GROWTH AND INCOME FUND

           Institutional Capital Corporation ("ICAP"), Westwood
           Management Corporation ("Westwood") and State Street
           Global Advisors ("SSgA") serve as sub-advisers for this
           fund. ICAP is located at 225 West Wacker Drive,
           Suite 2400, Chicago, Illinois 60606-1229, and has been in
           the investment management business since 1970. As of
           September 30, 2000, ICAP had approximately $14.4 billion
           in assets under management. ICAP uses a team approach in
           the day-to-day management of its share of the fund's
           assets. ICAP has held its fund responsibilities since
           October 10, 2000.

           Westwood is located at 300 Crescent Court, Suite 1300,
           Dallas, Texas 75201, and has been in the investment
           management business since 1983. As of September 30, 2000,
           Westwood had approximately $3.2 billion in assets under
           management. Susan M. Byrne, president of Westwood since
           1983, is primarily responsible for the day-to-day
           management of Westwood's share of the fund's assets.
           Ms. Byrne has held her fund responsibilities since
           October 10, 2000.

           SSgA is located at Two International Place, Boston,
           Massachusetts 02110, and is the investment management
           division of State Street Bank and Trust Company. SSgA uses
           a team approach in the day-to-day management of its share
           of the fund's assets. SSgA has held its fund
           responsibilities since October 10, 2000.

           MID CAP FUND

           Delaware Management Company, a series of Delaware
           Management Business Trust, a Delaware business trust,
           serves as sub-adviser for this fund. Delaware Management
           Company is located at One Commerce Square, Philadelphia,
           PA 19103. Delaware Management Company and its predecessors
           have been managing funds for affiliated organizations in
           the financial services industry since 1938. As of
           September 30, 2000, Delaware Management Company and its
           affiliates had over $80 billion in assets under
           management.

           Gerald S. Frey is primarily responsible for the fund's
           day-to-day portfolio management and has held his fund
           responsibilities since October 10, 2000. Mr. Frey is a
           vice president of Delaware Management Company. Prior to
           joining the group of companies of which Delaware
           Management Company is a part in 1996, Mr. Frey was a
           senior director with Morgan Grenfell Capital Management,
           Incorporated in New York. He has 18 years of experience in
           the money management business.

           In making investment decisions for the fund, Mr. Frey
           regularly consults with other members of the Delaware
           Management Company team: John A. Heffern, Marshall T.
           Bassett, Jeffrey Hynoski, Steven Lampe, Lori F. Wachs and
           Frank Houghton. All team members have held their fund
           responsibilities since October 10, 2000.

           Mr. Heffern joined Delaware Management Company in 1997 and
           serves as a vice president. Previously, he was a senior
           vice president, equity research at NatWest Security
           Corporation's Specialty Financial Services unit. Prior to
           that, he was a principal and senior regional bank analyst
           at Alex. Brown & Sons.

           Mr. Bassett joined Delaware Management Company in 1997 and
           serves as a vice president. Previously, he was employed by
           Morgan Stanley Asset Management's

                                       7
<PAGE>
           Emerging Growth Group, most recently as a vice president,
           where he analyzed small growth companies. Prior to that,
           he was a trust officer at Sovran Bank and Trust Company.

           Mr. Hynoski joined Delaware Management Company in 1998 and
           serves as a vice president. Previously, he held the
           position of vice president with Bessemer Trust since 1993.
           Prior to that, he served as an analyst for Lord Abbett and
           Cowen Asset Management.

           Mr. Lampe joined Delaware Management Company in 1995 and
           serves as a vice president. Prior to that, he held a
           manager position with Price Waterhouse servicing the
           financial services industry.

           Ms. Wachs joined Delaware Management Company in 1992 and
           serves as an assistant vice president. Previously, she was
           an equity analyst at Goldman Sachs & Company for two
           years.

           Mr. Houghton joined Delaware Management Company in March
           2000 and serves as a vice president. Previously, he was
           with Lynch & Mayer, Inc., which he joined in 1990 as a
           portfolio manager and where he served as president from
           1999 to 2000. Prior to joining Lynch & Mayer, Inc.,
           Mr. Houghton was chairman of BMI Capital from 1984 to
           1990, a portfolio manager at Neuberger & Berman from 1977
           to 1984 and a partner of Oppenheimer & Co., Inc., from
           1969 to 1977.

           SMALL CAP FUND

           Ariel Capital Management, Inc. ("Ariel") and ICM Asset
           Management, Inc. ("ICM") serve as sub-advisers for this
           fund. Ariel is located at 307 North Michigan Avenue,
           Suite 500, Chicago, Illinois 60601. Eric T. McKissack is
           primarily responsible for the day-to-day management of the
           fund's assets allocated to Ariel and has held his fund
           responsibilities since October 10, 2000. He has been with
           Ariel since 1986 and is currently its vice chair and
           co-chief investment officer.

           ICM is located at 601 W. Main Avenue, Suite 600, Spokane,
           Washington 99201. As of September 30, 2000, ICM had
           approximately $1.86 billion in assets under management.
           ICM uses a team approach in the day-to-day management of
           its share of the fund's assets and has held its fund
           responsibilities since October 10, 2000. ICM's team is led
           by Kevin A. Jones, CFA, and James M. Simmons, CFA. Five
           experienced analysts round out the research team led by
           Messrs. Simmons and Jones.

           Mr. Simmons is the founder and chief investment officer of
           ICM. Mr. Jones is a senior portfolio manager with ICM and
           has managed small- and mid-cap portfolios since 1997.
           Prior to his appointment as senior portfolio manager in
           October 1998, Mr. Jones covered numerous industries as a
           research analyst. Before joining ICM, Mr. Jones spent time
           as a portfolio analyst for another Northwest investment
           adviser and as a financial consultant for two major
           brokerage firms. He has over 12 years experience in the
           securities industry.

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