PAINEWEBBER STRATEGY FUND
Supplement to Prospectus dated September 27, 1999
(This Supplement supersedes the Supplements dated November 24, 1999
and November 29, 1999)
Dear Investor,
The purpose of this supplement is to inform existing shareholders of
PaineWebber Strategy Fund ("Fund") of the offering of the Fund's shares for
purchase for a limited time.
The Fund will offer its shares to the Fund's existing shareholders on a
limited basis during a subscription period currently scheduled to begin on March
14, 2000 and end on March 17, 2000. If indications of interest to purchase Fund
shares and shares of a comparable offshore investment pool* reach $400 million
prior to March 17, the Fund will stop accepting new subscriptions at that time.
The Fund will offer its Class B, C and Y shares at a price equal to its net
asset value per share as of March 20, 2000 and will offer its Class A shares at
that price plus any applicable sales charge. During the subscription period,
PaineWebber and correspondent firms may obtain non-binding indications of
interest before they actually confirm any orders. In accepting these
subscriptions, they may benefit from the temporary use of payments made before
the closing date. The Fund may withdraw, cancel or modify the offering of shares
without notice. The Fund may also refuse any order in whole or in part.
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.
March 10, 2000
* Shares of the offshore investment pool are available only in those
jurisdictions where the sale is authorized and are not available to any U.S.
person, including, but not limited to, any citizen or resident of the United
States, U.S. partnership and U.S. trust, and are not available to residents of
certain other countries.
