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PAINEWEBBER GLOBAL ENERGY FUND
Supplement to Prospectus Dated March 1, 1995
The board of trustees of PaineWebber Investment Series ("Trust")
has approved a Plan of Reorganization and Termination ("Reorganization")
for submission to the shareholders of its series, PaineWebber Global
Energy Fund ("Fund"), at a special meeting to be held August 4, 1995. If
the proposed Reorganization is approved and implemented, all the Fund's
assets will be acquired and its liabilities assumed by PaineWebber Growth
and Income Fund ("Growth and Income Fund") in a tax-free reorganization.
As a result of the Reorganization, the two funds' assets would be combined
and each Fund shareholder would, on the closing date of the transaction,
receive a number of full and fractional shares of the corresponding Class
of shares of Growth and Income Fund having an aggregate value equal to the
value of the shareholder's holdings in the Fund. Growth and Income Fund
is a series of PaineWebber America Fund, an open-end management investment
company organized as a Massachusetts business trust. There can be no
assurance that the Fund's shareholders will approve the Reorganization.
The meeting of Fund shareholders to consider the proposed
Reorganization will be held on August 4, 1995. If the Reorganization is
approved, sales of all Classes of Fund shares will cease on August 4,
1995, so that Fund shares will no longer be available for purchase or
exchange starting on August 4, 1995 through the closing date of the
Reorganization. Redemptions of Fund shares and exchanges of Fund shares
for shares of another PaineWebber mutual fund ("exchange redemptions") may
be effected through the closing date of the Reorganization. Effective
immediately, the $5.00 service fee on exchanges will be waived on all
exchange redemptions.
Dated: June 5, 1995
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