MITCHELL HUTCHINS KIDDER PEABODY INVESTMENT TRUST II
497, 1996-04-22
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<PAGE>
             SUPPLEMENT TO PAINEWEBBER EMERGING MARKETS EQUITY FUND
                       PROSPECTUS DATED NOVEMBER 1, 1995
 
                                                                  April 10, 1996
 
Dear Investor,
 
     This is a supplement to the PaineWebber Emerging Markets Equity Fund
Prospectus dated November 1, 1995. The purpose of the supplement is to revise
certain information contained in the Prospectus.
 
     As a result of changes approved at a special meeting of shareholders of
PaineWebber Emerging Markets Equity Fund ('Fund'), the following investment
restrictions replace those appearing under the 'Investment Restrictions' section
on page 16 of the Prospectus:
 
     The Fund will not:
 
          (1) purchase securities of any one issuer if, as a result, more than
              5% of the Fund's total assets would be invested in securities of
              that issuer or the Fund would own or hold more than 10% of the
              outstanding voting securities of that issuer, except that up to
              25% of the Fund'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 restriction: 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) purchase any security if, as a result of that purchase, 25% or
              more of the Fund'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.
 
          (3) issue senior securities or borrow money, except as permitted under
              the 1940 Act and then not in excess of 33 1/3% of the Fund'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 Fund may
              borrow up to an additional 5% of its total assets (not including
              the amount borrowed) for temporary or emergency purposes.
 
          (4) 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.
 
          (5) engage in the business of underwriting securities of other
              issuers, except to the extent that the Fund might be considered an
              underwriter under the federal securities laws in connection with
              its disposition of portfolio securities.
 
          (6) 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 Fund 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.
 
          (7) purchase or sell physical commodities unless acquired as a result
              of owning securities or other instruments, but the Fund may
              purchase, sell or enter into financial options and futures,
              forward and spot currency contracts, swap transactions and other
              financial contracts or derivative instruments.
 
     If you have any questions regarding PaineWebber Emerging Markets Equity
Fund, please call your Investment Executive at PaineWebber or one of its
correspondent firms.
 
              This Supplement supercedes all previous Supplements.


<PAGE>
             SUPPLEMENT TO PAINEWEBBER EMERGING MARKETS EQUITY FUND
              PROSPECTUS FOR CLASS Y SHARES DATED NOVEMBER 1, 1995
 
                                                                  April 10, 1996
 
Dear Investor,
 
     This is a supplement to the PaineWebber Emerging Markets Equity
Fund - Class Y Shares Prospectus dated November 1, 1995. The purpose of the
supplement is to revise certain information contained in the Prospectus.
 
     As a result of changes approved at a special meeting of shareholders of
PaineWebber Emerging Markets Equity Fund ('Fund'), the following investment
restrictions replace those appearing under the 'Investment Restrictions' section
on page 10 of the Prospectus:
 
     The Fund will not:
 
          (1) purchase securities of any one issuer if, as a result, more than
              5% of the Fund's total assets would be invested in securities of
              that issuer or the Fund would own or hold more than 10% of the
              outstanding voting securities of that issuer, except that up to
              25% of the Fund'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 restriction: 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) purchase any security if, as a result of that purchase, 25% or
              more of the Fund'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.
 
          (3) issue senior securities or borrow money, except as permitted under
              the 1940 Act and then not in excess of 33 1/3% of the Fund'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 Fund may
              borrow up to an additional 5% of its total assets (not including
              the amount borrowed) for temporary or emergency purposes.
 

          (4) 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.
 
          (5) engage in the business of underwriting securities of other
              issuers, except to the extent that the Fund might be considered an
              underwriter under the federal securities laws in connection with
              its disposition of portfolio securities.
 
          (6) 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 Fund 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.
 
          (7) purchase or sell physical commodities unless acquired as a result
              of owning securities or other instruments, but the Fund may
              purchase, sell or enter into financial options and futures,
              forward and spot currency contracts, swap transactions and other
              financial contracts or derivative instruments.
 
     If you have any questions regarding PaineWebber Emerging Markets Equity
Fund--Class Y Shares, please call your Investment Executive at PaineWebber or
one of its correspondent firms.
 
              This Supplement supercedes all previous Supplements.



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