<PAGE>
<PAGE>
SUPPLEMENT TO PAINEWEBBER EMERGING MARKETS EQUITY FUND
STATEMENT OF ADDITIONAL INFORMATION
DATED NOVEMBER 1, 1995
THE FOLLOWING REPLACES THE LAST SENTENCE OF THE SECOND PARAGRAPH IN THE
'VALUATION OF SHARES' SECTION OF THE FUND'S STATEMENT OF ADDITIONAL INFORMATION:
Investments in government securities and other securities traded
over-the-counter (other than short-term investments that mature in 60
days or less) are valued at the average of the quoted bid and asked
prices in the over-the-counter market.
Supplement Dated: May 10, 1996
THIS SUPPLEMENT DOES NOT SUPERSEDE ANY PREVIOUS SUPPLEMENTS
TO THE STATEMENT OF ADDITIONAL INFORMATION.
<PAGE>
<PAGE>
SUPPLEMENT TO PAINEWEBBER EMERGING MARKETS EQUITY FUND
CLASS Y SHARES STATEMENT OF ADDITIONAL INFORMATION
DATED NOVEMBER 1, 1995
THE FOLLOWING REPLACES THE LAST SENTENCE OF THE SECOND PARAGRAPH IN THE
'VALUATION OF SHARES' SECTION OF THE FUND'S CLASS Y SHARES STATEMENT OF
ADDITIONAL INFORMATION:
Investments in government securities and other securities traded
over-the-counter (other than short-term investments that mature in 60
days or less) are valued at the average of the quoted bid and asked
prices in the over-the-counter market.
Supplement Dated: May 10, 1996
THIS SUPPLEMENT DOES NOT SUPERSEDE ANY PREVIOUS SUPPLEMENTS
TO THE CLASS Y SHARES STATEMENT OF ADDITIONAL INFORMATION.
