PAINEWEBBER INVESTMENT TRUST II
497, 1999-06-04
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                            PAINEWEBBER MUTUAL FUNDS
                              PROSPECTUS SUPPLEMENT
                                  June 1, 1999

Dear Investor,

      This is a supplement to the  prospectuses of the PaineWebber  mutual funds
listed on the reverse  side.  The purpose of the  supplement is to notify you of
circumstances  under  which a fund may  refuse to  accept  purchase  orders  and
exchanges into the fund.

      The  following  text is  added  to the  information  "Your  Investment"  -
"Managing Your Fund Account" - "Buying Shares":

Frequent  Trading.  The interests of the fund's  long-term  shareholders and its
ability to manage its investments may be adversely  affected when its shares are
repeatedly bought and sold in response to short-term market fluctuations -- also
known as "market  timing." When large dollar amounts are involved,  the fund may
have difficulty implementing long-term investment strategies,  because it cannot
predict how much cash it will have to invest.  Market  timing also may force the
fund to sell  portfolio  securities at  disadvantageous  times to raise the cash
needed to buy a market  timer's fund shares.  These  factors may hurt the fund's
performance  and its  shareholders.  When Mitchell  Hutchins  believes  frequent
trading  would  have a  disruptive  effect on the  fund's  ability to manage its
investments,  Mitchell  Hutchins  and the fund may  reject  purchase  orders and
exchanges into the fund by any person,  group or account that Mitchell  Hutchins
believes  to be a market  timer.  The fund may notify  the  market  timer that a
purchase  order or an  exchange  has been  rejected  after  the day the order is
placed.



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PaineWebber Bond Funds

High Income Fund
Investment Grade Income Fund
Low Duration U.S. Government Income Fund
Strategic Income Fund
U.S. Government Income Fund

PaineWebber Global Funds

Asia Pacific Growth Fund
Emerging Markets Equity Fund
Global Equity Fund
Global Income Fund




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