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PAINEWEBBER SERIES TRUST
MONEY MARKET PORTFOLIO
STRATEGIC FIXED INCOME PORTFOLIO
HIGH GRADE FIXED INCOME PORTFOLIO
GLOBAL INCOME PORTFOLIO
BALANCED PORTFOLIO
GROWTH AND INCOME PORTFOLIO
GROWTH PORTFOLIO
AGGRESSIVE GROWTH PORTFOLIO
GLOBAL GROWTH PORTFOLIO
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED NOVEMBER 1, 1995, AS REVISED DECEMBER 1, 1995
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY INFORMATION
CONTAINED IN THE STATEMENT OF ADDITIONAL INFORMATION:
1. FUNDAMENTAL INVESTMENT RESTRICTIONS. At a special meeting of shareholders
scheduled for April 11, 1996 (the 'Special Meeting'), shareholders of Money
Market Portfolio, Strategic Fixed Income Portfolio, High Grade Fixed Income
Portfolio, Global Income Portfolio, Balanced Portfolio, Growth and Income
Portfolio, Growth Portfolio, Aggressive Growth Portfolio, and Global Growth
Portfolio (each, a 'Portfolio' and, collectively, 'Portfolios') will be asked to
approve changes to the Portfolios' fundamental investment restrictions. If
approved, the following investment restrictions will supersede and replace the
restrictions listed in the section in the Portfolios' Statement of Additional
Information entitled 'Investment Limitations':
Each Portfolio will not:
(1) purchase any security if, as a result of that purchase, 25% or
more of the Portfolio's total assets would be invested in
securities of issuers having their principal business activities
in the same industry, except that this limitation does not apply
to securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities or to municipal securities (or, in
the case of Money Market Portfolio, to certificates of deposit and
bankers' acceptances of domestic branches of U.S. banks).
For Money Market Portfolio only--the following interpretation
applies to, but is not a part of, this fundamental restriction:
With respect to this limitation, domestic and foreign banking will
be considered to be different industries.
(2) issue senior securities or borrow money, except as permitted under
the 1940 Act and then not in excess of 33 1/3% of the Portfolio's
total assets (including the amount of the senior securities issued
but reduced by any liabilities not constituting senior securities)
at the time of the issuance or borrowing, except that the
Portfolio may borrow up to an additional 5% of its total assets
(not including the amount borrowed) for temporary or emergency
purposes.
(3) make loans, except through loans of portfolio securities or
through repurchase agreements, provided that for purposes of this
restriction, the acquisition of bonds, debentures, other debt
securities or instruments, or participations or other interests
therein and investments in government obligations, commercial
paper, certificates of deposit, bankers' acceptances or similar
instruments will not be considered the making of a loan.
(4) engage in the business of underwriting securities of other
issuers, except to the extent that the Portfolio might be
considered an underwriter under the federal securities laws in
connection with its disposition of portfolio securities.
(5) purchase or sell real estate, except that investments in
securities of issuers that invest in real estate and investments
in mortgage-backed securities, mortgage participations or other
instruments supported by interests in real estate are not subject
to this limitation, and except that the Portfolio may exercise
rights under agreements relating to such securities, including the
right to enforce security interests and to hold real estate
acquired by reason of such enforcement until that real estate can
be liquidated in an orderly manner.
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(6) purchase or sell physical commodities unless acquired as a result
of owning securities or other instruments, but the Portfolio may
purchase, sell or enter into financial options and futures,
forward and spot currency contracts, swap transactions and other
financial contracts or derivative instruments.
The following investment restriction shall apply to all Portfolios except
Global Income Portfolio:
(7) purchase securities of any one issuer if, as a result, more than
5% of the Portfolio's total assets would be invested in securities
of that issuer or the Portfolio would own or hold more than 10% of
the outstanding voting securities of that issuer, except that up
to 25% of the Portfolio's total assets may be invested without
regard to this limitation, and except that this limitation does
not apply to securities issued or guaranteed by the U.S.
government, its agencies and instrumentalities or to securities
issued by other investment companies.
The following interpretation applies to, but is not a part of,
this fundamental limitation: Mortgage-and asset-backed securities
will not be considered to have been issued by the same issuer by
reason of the securities having the same sponsor, and mortgage-
and asset-backed securities issued by a finance or other special
purpose subsidiary that are not guaranteed by the parent company
will be considered to be issued by a separate issuer from the
parent company.
2. NON-FUNDAMENTAL INVESTMENT RESTRICTIONS. If the foregoing fundamental
restrictions are approved by the Portfolios' shareholders, the Portfolios would
become subject to the non-fundamental investment restrictions listed below.
These non-fundamental restrictions would replace certain of the Portfolios'
current fundamental restrictions and would be in addition to the non-fundamental
policies and restrictions already described in the Statement of Additional
Information.
The following investment restrictions are not fundamental and may be
changed for any Portfolio by the vote of the Trust's Board of Trustees without
shareholder approval.
Each Portfolio will not:
o mortgage, pledge or hypothecate any assets except in conneciton with
permitted borrowings or the issuance of senior securities.
o purchase securities on margin, except for short-term credit
necessary for clearance of portfolio transactions and except that
the Portfolio may make margin deposits in connection with its use of
financial options and futures, forward and spot currency contracts,
swap transactions and other financial contracts or derivative
instruments.
o engage in short sales of securities or maintain a short position,
except that the Portfolio may (a) sell short 'against the box' and
(b) maintain short positions in connection with its use of financial
options and futures, forward and spot currency contracts, swap
transactions and other financial contracts or derivative
instruments.
o invest in oil, gas or mineral exploration or development programs or
leases, except that investments in securities of issuers that invest
in such programs or leases and investments in asset-backed
securities supported by receivables generated from such programs or
leases are not subject to this prohibition.
o purchase securities of other investment companies, except to the
extent permitted by the 1940 Act and except that this limitation
does not apply to securities received or acquired as dividends,
through offers of exchange, or as a result of reorganization,
consolidation, or merger.
Dated: March 1, 1996
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