MITCHELL HUTCHINS SERIES TRUST/MA/
497, 2000-10-19
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             MITCHELL HUTCHINS SERIES TRUST--GLOBAL INCOME PORTFOLIO


                   SUPPLEMENT TO PROSPECTUS DATED MAY 1, 2000

                                                                October 10, 2000
Dear Investor,

      This supplement to the Prospectus dated May 1, 2000 for Mitchell Hutchins
Series Trust--Global Income Portfolio describes important changes affecting your
fund. These changes were proposed by Mitchell Hutchins Asset Management Inc.
("Mitchell Hutchins") and approved by your fund's board as in the best interests
of fund shareholders. If you have any questions about these changes, you should
contact your Financial Advisor.

      The purpose of this supplement is to notify you of

          o   New investment management arrangements for the fund, including the
              appointment of Alliance Capital Management L.P. ("Alliance
              Capital") as sub-adviser, effective October 10, 2000, and

          o   Related changes in the fund's investment strategies and portfolio
              managers.

      More information about the new investment management arrangements and
related investment strategy and portfolio manager changes is set out below.
Shareholders of the fund will be asked to approve its new investment management
arrangements at a meeting expected to be held in January or February 2001.

NEW INVESTMENT MANAGEMENT ARRANGEMENTS

      On October 6, 2000, the board of trustees for Mitchell Hutchins Series
Trust terminated the existing Investment Advisory and Administration Contract
("Old Advisory Contract") with Mitchell Hutchins Asset Management Inc.
("Mitchell Hutchins") relating to the fund and approved new interim investment
management arrangements that became effective on October 10, 2000.

      These new investment management arrangements for the fund consist of a new
Interim Investment Management and Administration Contract ("Interim Management
Contract") with Mitchell Hutchins and an Interim Sub-Advisory Contract with
Alliance Capital. Under the Interim Management Contract, Mitchell Hutchins'
primary portfolio management responsibility is to identify appropriate
sub-advisers to manage the fund's assets and to supervise and monitor the
performance of those sub-advisers and make recommendations about the retention
or replacement of sub-advisers. These new interim contracts terminate
automatically 150 days after their effective dates. The fees payable by the fund
to Mitchell Hutchins under the Interim Management Contract are identical to the
fees under the Old Advisory Contract. Mitchell Hutchins (not the fund) pays
Alliance Capital for its services under the Interim Sub-Advisory Contract.

      These arrangements and some related changes in the fund's investment
strategies are described in greater detail in the revisions to the fund's
Prospectus set out below.

AS A RESULT OF THESE  CHANGES,  THE  PROSPECTUS  DATED MAY 1, 2000 IS REVISED AS
FOLLOWS:

THE SECTION CAPTIONED "PRINCIPAL INVESTMENT STRATEGIES" ON P. 3 OF THE
PROSPECTUS IS REPLACED IN ITS ENTIRETY BY THE FOLLOWING:

            PRINCIPAL  INVESTMENT  STRATEGIES

            The fund invests primarily in high quality bonds of
            governmental and private issuers in the U.S. and
            developed foreign countries. These


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            high quality bonds are rated in one of the two highest
            rating categories or are of comparable quality. The
            fund also invests, to a lesser extent, in lower rated
            bonds, including bonds of issuers in emerging markets.
            These may include bonds that have very low credit
            ratings, but that the fund's sub-adviser believes
            provide a return that is high enough to justify the
            additional risk.

            The fund's manager, Mitchell Hutchins Asset Management
            Inc., has appointed Alliance Capital Management L.P.
            ("Alliance Capital") to serve as sub-adviser for the
            fund's investments. In deciding which securities to
            buy and sell for the fund, Alliance Capital will
            generally consider, among other things, the strength
            of certain sectors of the fixed income market relative
            to others, interest rates and other general market
            conditions, the credit quality and financial condition
            of individual issuers, the protection afforded by the
            terms of the particular obligations (where
            applicable), and the political and economic
            developments affecting the relevant country as well as
            recent experience in the markets for the country's
            government securities.

THE SECTION AT P. 8 OF THE PROSPECTUS CAPTIONED "INVESTMENT ADVISER" IS RETITLED
"INVESTMENT MANAGER AND SUB-ADVISER" AND IS REPLACED IN ITS ENTIRETY WITH THE
FOLLOWING:

            Mitchell Hutchins Asset Management Inc. is the fund's
            manager and administrator. Mitchell Hutchins is
            located at 51 West 52nd Street, New York, New York,
            10019-6114, and is a wholly owned asset management
            subsidiary of PaineWebber Incorporated, which is
            wholly owned by Paine Webber Group Inc. ("PW Group"),
            a publicly owned financial services holding company.
            On August 31, 2000, Mitchell Hutchins was adviser or
            sub-adviser of 31 investment companies with 75
            separate portfolios and aggregate assets of
            approximately $57.7 billion.

            On July 12, 2000, PW Group and UBS AG ("UBS")
            announced that they had entered into an agreement and
            plan of merger under which PW Group will merge into a
            wholly owned subsidiary of UBS. If all required
            approvals are obtained and the required conditions are
            satisfied, PW Group and UBS expect to complete the
            transaction in November 2000. UBS, with headquarters
            in Zurich, Switzerland, is an internationally
            diversified organization with operations in many areas
            of the financial services industry.

            Alliance Capital Management L.P. ("Alliance Capital"),
            located at 1345 Avenue of the Americas, New York, New
            York 10105, is the fund's sub-adviser. Alliance
            Capital is a leading global investment management firm
            with approximately $388 billion in assets under
            management at June 30, 2000.(1) Alliance Capital
            manages retirement assets for many of the largest U.S.
            public and private employee benefit plans, for public
            employee retirement funds, and for foundations,
            pension funds, endowments, bank, insurance companies
            and high net worth individuals worldwide. Alliance
            Capital is also one of the largest mutual fund
            sponsors, with a diverse family of globally
            distributed mutual fund portfolios and approximately
            6.1 million shareholder accounts.


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(1) The combined (pro forma) assets under management of Alliance Capital and
Sanford C. Bernstein, Inc., the assets and liabilities of which Alliance
Capital acquired on October 2, 2000, totaled approximately $470 billion as of
June 30, 2000.


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THE SECTION AT P. 8 OF THE PROSPECTUS CAPTIONED "PORTFOLIO MANAGERS" IS
REPLACED IN ITS ENTIRETY BY THE FOLLOWING:

            PORTFOLIO MANAGERS

            Douglas J. Peebles, a senior vice president and
            portfolio manager at Alliance Capital, is primarily
            responsible for the day-to-day management of the
            fund's investments and has held his fund
            responsibilities since October 10, 2000. Mr. Peebles
            is the group head of the global sector rotation
            department and has 13 years of investment experience.
            Mr. Peebles' portfolio management responsibilities at
            Alliance Capital include the management of global,
            international, global high yield and multi-sector
            fixed income portfolios. Mr. Peebles joined Alliance
            Capital in 1987 and worked in the fund accounting and
            tax exempt departments within Alliance. He holds a
            B.A. degree in Accounting and Political Science from
            Muhlenberg College and an M.B.A. from Rutgers
            University.





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