PROSPECTUS SUPPLEMENT
                                    FOR THESE
                            PAINEWEBBER MUTUAL FUNDS:

                      PaineWebber Tactical Allocation Fund
                        PaineWebber Enhanced S&P 500 Fund
                      PaineWebber Enhanced Nasdaq-100 Fund
                   PaineWebber Financial Services Growth Fund
                         PaineWebber S&P 500 Index Fund
                            PaineWebber Strategy Fund


                                                               November 13, 2000


Dear Investor,

        This is a supplement to the Prospectuses of the PaineWebber Mutual Funds
listed above.  The purpose of the  supplement is to notify you that for a period
beginning  on  November  13,  2000 and  ending on or about  December  29,  2000,
Mitchell  Hutchins  Asset  Management  Inc.  will reallow the full amount of the
Class A shares sales charge to selected dealers.

                                                                     Item #2S-79



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