<PAGE>
PAINEWEBBER STRATEGY FUND
Supplement to Prospectus dated September 27, 1999
(This Supplement supersedes the Supplements dated November 24, 1999,
November 29, 1999 and March 10, 2000)
Dear Investor,
The purpose of this supplement is to inform you that PaineWebber
Strategy Fund ("Fund") will recommence offering its shares for purchase by
existing shareholders and new investors for a limited time.
The Fund will begin offering its shares for purchase on or about May 8,
2000. The Fund will stop accepting new purchases when purchases of Fund shares
and shares of a comparable offshore investment pool* reach $360 million. The
Fund will offer its Class A, B, C and Y shares at a price equal to its net asset
value per share (plus any applicable sales charge in the case of Class A shares)
that is next calculated after the Fund accepts your order. 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.
May 1, 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.
