PAINEWEBBER AMERICA FUND /NY/
497, 2000-08-28
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                                 PAINEWEBBER MUTUAL FUNDS

                                  PROSPECTUS SUPPLEMENT

                                                       August 28, 2000


Dear Investor,

      This  is  a  supplement  to  the  Prospectuses,   as  applicable,  of  the
PaineWebber  Mutual  Funds  listed  on the  reverse  side.  The  purpose  of the
supplement is to notify you that Class Y shares are now eligible for purchase by
certain types of institutional investors:

      A corporation,  bank,  trust  company,  insurance  company,  pension fund,
      employee benefit plan,  professional  firm, trust,  estate or educational,
      religious or charitable  organization with 5,000 or more employees or with
      over $50 million in investable assets.


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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
      S&P 500 Index 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


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