PAINEWEBBER STRATEGY FUND
Supplement to Prospectus dated September 27, 1999
The PaineWebber Strategy Fund ("Fund") may stop offering its shares for
purchase when it reaches $2 billion in assets (or when indications of interest
to purchase Fund shares reach $2 billion). As provided in the Prospectus, after
November 29, 1999, the Fund will stop offering its shares for purchase
(including exchange purchases) for a period of up to 60 days. After this period,
it is anticipated that if Fund assets exceed $2 billion the Fund will offer its
shares only to existing shareholders.
The following supplements the disclosure under "Exchanging Shares" on
page 12: You may not exchange shares of other PaineWebber mutual funds for
shares of the Fund. Exchanges of the Fund's shares for other PaineWebber mutual
funds' shares will continue as described in the Prospectus.
The following supplements the disclosure under "Class A Sales Charges"
on page 8: Until November 29, 1999 (or until indications of interest to purchase
Fund shares reach $2 billion, whichever occurs first), the Fund will waive the
sales charge on Class A shares for investors who redeem shares of Conservative
Portfolio, Moderate Portfolio and Aggressive Portfolio, the three series of
Mitchell Hutchins Portfolios, to buy Class A shares of the Fund.
November 24, 1999
