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PAINEWEBBER EMERGING MARKETS EQUITY FUND
(A SERIES OF PAINEWEBBER INVESTMENT TRUST II)
SUPPLEMENT TO PROSPECTUS DATED OCTOBER 31, 1996
January 24, 1997
Dear Investor,
This is a supplement to the Prospectus of PaineWebber Emerging Markets
Equity Fund ('Fund') dated October 31, 1996. The purpose of the supplement is to
notify investors of a proposed new investment sub-adviser for the Fund.
Schroder Capital Management International Inc. ('Schroder Capital') will be
appointed to replace Emerging Markets Management as the Fund's investment
sub-adviser if approved by the Fund's shareholders at a special meeting to be
held on February 25, 1997. Schroder Capital is a wholly owned, indirect
subsidiary of Schroders plc, the holding company parent of an international
group of banks and financial service companies. Under the proposed sub-advisory
contract, Mitchell Hutchins, not the Fund, would pay Schroder Capital a monthly
fee at the annual rate of 0.70% of the Fund's average daily net assets, which is
lower than the rate currently paid by Mitchell Hutchins.
Further information regarding Schroder Capital and the proposed
sub-advisory contract is contained in a proxy statement relating to the February
25 special meeting, which has been sent to the Fund's shareholders of record
on January 8, 1997.
If the sub-advisory contract with Schroder Capital has not been approved by
March 1, 1997, Mitchell Hutchins will assume responsibility for the day-to-day
management of the Fund effective that date. If this happens, the Fund's board
will consider whether other arrangements for the provision of investment
sub-advisory services to the Fund are appropriate and in the best interests of
the Fund's shareholders.
If you have any questions regarding the fund, please call your investment
executive at PaineWebber or one of its correspondent firms.
THIS PROSPECTUS SUPPLEMENT DOES NOT REPLACE ANY PRIOR
SUPPLEMENTS TO THE PROSPECTUS.
