PAINEWEBBER MANAGED INVESTMENTS TRUST
497, 2000-03-13
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                            PAINEWEBBER STRATEGY FUND
   Supplement to Statement of Additional Information dated September 27, 1999


Dear Investor,

      This is a supplement to the Statement of Additional Information of the
PaineWebber Strategy Fund.

      In "The Fund and Its Investment Policies" section on page 2, the sentence:
"The fund may trade in securities added to or deleted from the HIGHLIGHTED
STOCKS list no earlier than the market open after relevant changes to the
HIGHLIGHTED STOCKS list are announced" is replaced with the following sentence:
"The fund may trade in securities added to or deleted from the HIGHLIGHTED
STOCKS list before the market open after relevant changes to the HIGHLIGHTED
STOCKS list are announced."

      The following supplements the disclosure in the "HIGHLIGHTED STOCKS List
Risk" section on page 5.

           While  the  fund  intends  to  track  the   composition  of  the
           HIGHLIGHTED  STOCKS  list,  the  fund's  purchases  and sales of
           securities  which are added to and deleted from the  HIGHLIGHTED
           STOCKS list may not be completed on the first  trading day after
           changes to the  HIGHLIGHTED  STOCKS list are  announced  and, in
           certain  cases,  may take  several  days or  weeks to  complete.
           Moreover,  the  purchases  and  sales  of the  fund,  and  other
           investors  following the HIGHLIGHTED STOCKS list, could create a
           temporary  imbalance between the supply and demand of the stocks
           on the list. This imbalance  could adversely  affect the time it
           takes  the fund to  complete  its  transactions,  as well as the
           prices the fund pays or receives.




March 13, 2000




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