MITCHELL HUTCHINS LIR MONEY SERIES
N-30D, 2000-07-18
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<PAGE>

LIR LIQUID ASSETS FUND                                             ANNUAL REPORT

                                                                   June 15, 2000
Dear Shareholder,
We are pleased to present you with the first annual report for LIR Liquid Assets
Fund (the "Fund") for the fiscal period from commencement of operations on
February 14, 2000 through April 30, 2000.

MARKET REVIEW

The fiscal period was a difficult time for the fixed income market. Rapid
economic growth caused the Federal Reserve (the "Fed") to increase short-term
interest rates, and as a result, yields on fixed income securities rose. The
effect of higher rates caused much turmoil in almost every sector of the bond
market. Investment flows out of bond funds into equity funds, particularly
technology funds, remained problematic for the bond market. Finally, the market
was impacted by the U.S. Treasury's announcement of a $30 billion buyback of
long-term debt for calendar year 2000.

     Short-term yields (as measured by the 90-day U.S. Treasury bill) rose from
about 5.3% to about 5.8% during the fiscal period, creating more difficult
conditions for money market funds. Because of their emphasis on safety, however,
money market funds fared better than the broad bond market.

PERFORMANCE AND PORTFOLIO REVIEW

Yield and Characteristics                                              4/30/00
--------------------------------------------------------------------------------
Current Seven-Day Average Yield/1/                                        5.99%
Effective Seven-Day Average Yield/1/                                      6.17%
Weighted Average Maturity                                               33 days
Net Assets ($mm)                                                        $326.1
--------------------------------------------------------------------------------
/1/ Yields will fluctuate.

Sector Allocation/2/                                                   4/30/00
--------------------------------------------------------------------------------
Commercial Paper                                                          81.0%
Certificates of Deposit                                                    9.2
Short-Term Corporate                                                       5.4
U.S. Gov't Agency                                                          3.1
Money Market Funds                                                         1.4
Liabilities in excess of other assets                                     -0.1
--------------------------------------------------------------------------------
Total                                                                    100.0

/2/ Weightings represent percentages of net assets. The Fund's portfolio is
    actively managed and its composition will vary over time.

--------------------------------------------------------------------------------
LIR LIQUID ASSETS FUND

Investment Goal:
Provide as high a level of current interest income as is consistent with
maintaining liquidity and principal stability

Portfolio Manager:
Susan P. Ryan
Mitchell Hutchins Asset
Management Inc.

Commencement:
February 14, 2000

Dividend Payments:
Monthly
--------------------------------------------------------------------------------

                                                                               1
<PAGE>

ANNUAL REPORT                                             LIR LIQUID ASSETS FUND

HIGHLIGHTS

     We expected interest rates to rise during the fiscal period, and therefore
kept the Fund's weighted-average maturity at or below its peer group average.
For the Fund's startup, we positioned the Fund with fairly high weightings in
U.S. government and agency obligations to emphasize liquidity and stability; we
moved away from those investments to emphasize commercial paper. The Fund is
structured to balance its goals of principal stability and current income.
Throughout the fiscal period, we maintained the Fund's focus on first-tier
credit-quality instruments.

OUTLOOK

     We expect an active Fed and rising rates across the yield curve in the
first half of 2000. We look for moderating economic growth in the second half of
the year, and believe interest rates will stabilize in response to current
growth and the absence of real inflationary pressure. As always, we intend to
maintain the Fund's emphasis on liquidity, high credit quality and portfolio
diversity.

2
<PAGE>

LIR LIQUID ASSETS FUND                                             ANNUAL REPORT

Our ultimate objective in managing your investments is to help you successfully
meet your financial goals. We thank you for your continued support and welcome
any comments or questions you may have. For a Quarterly Review on a fund in the
PaineWebber Family of Funds,3 please contact your Financial Advisor.

Sincerely,

<TABLE>
<CAPTION>

<S>                                                            <C>
/s/MARGO ALEXANDER                                             /s/BRIAN M. STORMS
MARGO ALEXANDER                                                BRIAN M. STORMS
Chairman and Chief Executive Officer                           President and Chief Operating Officer
Mitchell Hutchins Asset Management Inc.                        Mitchell Hutchins Asset Management Inc.

/s/DENNIS L. McCAULEY                                          /s/SUSAN P. RYAN
DENNIS L. McCAULEY                                             SUSAN P. RYAN
Managing Director and Chief Investment Officer--Fixed Income   Senior Vice President
Mitchell Hutchins Asset Management Inc.                        Mitchell Hutchins Asset Management Inc.
                                                               Portfolio Manager, LIR Liquid Assets Fund
</TABLE>




This letter is intended to assist shareholders in understanding how the Fund
performed during the fiscal period ended April 30, 2000, and reflects our views
at the time of its writing. Of course, these views may change in response to
changing circumstances. We encourage you to consult your Financial Advisor
regarding your personal investment program.

3 Mutual funds are sold by prospectus only. The prospectuses for the funds
  contain more complete information regarding risks, charges and expenses,
  and should be read carefully before investing.

                                                                               3
<PAGE>

LIR Liquid Assets Fund
Statement of Net Assets                                           April 30, 2000
<TABLE>
<CAPTION>
 Principal
   Amount                                        Maturity Interest
   (000)                                          Dates    Rates      Value
 ----------                                      -------- -------- ------------
 <C>        <S>                                  <C>      <C>      <C>

 U.S. Government Agency Obligations@ -- 3.07
 $   10,000 Federal Home Loan Bank (cost --
              $9,996,739)......................  05/03/00  5.870%  $  9,996,739
                                                                   ------------
 Certificates of Deposit -- 9.20%
 Yankee -- 9.20%
      5,000 Bank of Nova Scotia................  03/01/01  6.043*     4,997,560
     10,000 Bank of Scotland...................  02/28/01  6.770*     9,996,851
      5,000 Societe Generale...................  05/19/01  6.075      4,999,046
      5,000 Societe Generale...................  04/10/01  6.800*     4,998,436
      5,000 Svenska Handelsbanken..............  03/07/01  6.620      4,994,657
                                                                   ------------
 Total Certificates of Deposit (cost --
   $29,986,550).................................                     29,986,550
                                                                   ------------
 Commercial Paper@ -- 81.05%
 Asset Backed - Auto & Truck -- 2.42%
      8,000 New Center Asset Trust.............  07/24/00  6.160      7,885,013
                                                                   ------------
 Asset Backed - Banking -- 3.07%
     10,000 Centric Capital Corporation........  05/01/00  6.030     10,000,000
                                                                   ------------
 Asset Backed - Miscellaneous -- 10.72%
     10,000 Asset Securitization Cooperative
             Corporation.......................  05/17/00  5.900      9,973,778
     10,000 Quincy Capital Corporation.........  05/08/00  6.030      9,988,275
     10,000 Variable Funding Capital
             Corporation.......................  05/10/00  6.040      9,984,900
      5,000 Variable Funding Capital
             Corporation.......................  05/08/00  6.099*     5,000,000
                                                                   ------------
                                                                     34,946,953
                                                                   ------------
 Auto & Truck -- 3.67%
     12,000 BMW US Capital Incorporated........  05/17/00  6.020     11,967,893
                                                                   ------------
 Banking - Domestic -- 8.26%
     10,000 BCI Funding Corporation............  05/04/00  6.040      9,994,967
      5,000 Fortis Funding LLC.................  05/18/00  6.020      4,985,786
     12,000 Santander Finance (Delaware)
             Incorporated......................  05/15/00  6.020     11,971,906
                                                                   ------------
                                                                     26,952,659
                                                                   ------------
 Banking - Foreign -- 4.89%
      5,977 Banque et Caisse d'Epargne de
             L'Etat............................  05/11/00  6.020      5,967,005
     10,000 Nationwide Building Society........  05/18/00  5.900      9,972,139
                                                                   ------------
                                                                     15,939,144
                                                                   ------------
 Broker - Dealer -- 3.06%
     10,000 Goldman Sachs Group, Incorporated..  05/11/00  6.060      9,983,167
                                                                   ------------
</TABLE>

4
<PAGE>

LIR Liquid Assets Fund

<TABLE>
<CAPTION>
 Principal
   Amount                                        Maturity Interest
   (000)                                          Dates    Rates      Value
 ----------                                      -------- -------- ------------
 <C>        <S>                                  <C>      <C>      <C>

 Commercial Paper@ -- (concluded)
 Chemicals -- 1.53%
 $    5,000 Henkel Corporation................   05/01/00  6.020%  $  5,000,000
                                                                   ------------
 Consumer Products -- 3.05%
     10,000 Procter & Gamble Company..........   05/22/00  6.040      9,964,767
                                                                   ------------
 Drugs, Health Care -- 6.12%
      8,000 Glaxo Wellcome PLC................   05/16/00  5.900      7,980,333
     12,000 Pfizer Incorporated...............   05/17/00  6.010     11,967,947
                                                                   ------------
                                                                     19,948,280
                                                                   ------------
 Energy -- 3.84%
     12,523 Exxon Imperial U.S. Incorporated..   05/04/00  6.000     12,516,739
                                                                   ------------
 Finance - Independent -- 3.67%
     12,000 National Rural Utilities
             Cooperative Finance Corporation..   05/12/00  6.010     11,977,963
                                                                   ------------
 Finance - Retail -- 4.59%
     15,000 American Express Credit
             Corporation......................   05/15/00  6.000     14,965,000
                                                                   ------------
 Food & Beverage -- 4.89%
      6,000 Diageo Capital PLC................   05/17/00  6.000      5,984,000
     10,000 General Mills Incorporated........   05/04/00  6.020      9,994,983
                                                                   ------------
                                                                     15,978,983
                                                                   ------------
 Insurance -- 3.07%
     10,000 Prudential Funding Corporation....   05/02/00  6.010      9,998,331
                                                                   ------------
 Insurance - Property/Casualty -- 3.06%
     10,000 A I Credit Corporation............   05/08/00  6.010      9,988,314
                                                                   ------------
 Metals & Mining -- 3.18%
     10,400 Rio Tinto America Incorporated....   05/10/00  6.000     10,384,400
                                                                   ------------
 Printing & Publishing -- 1.53%
      5,000 Reed Elsevier (USA) Incorporated..   05/16/00  6.000      4,987,500
                                                                   ------------
 Telecommunications -- 3.98%
     13,000 SBC Communications, Incorporated..   05/17/00  6.000     12,965,333
                                                                   ------------
 Utility - Electric -- 2.45%
      8,000 Southern California Edison
             Company..........................   05/11/00  6.000      7,986,667
                                                                   ------------
 Total Commercial Paper (cost -- $264,337,106).                     264,337,106
                                                                   ------------
</TABLE>

                                                                               5
<PAGE>

LIR Liquid Assets Fund

<TABLE>
<CAPTION>
 Principal
   Amount                                       Maturity Interest
   (000)                                         Dates    Rates       Value
 ----------                                     -------- --------  ------------
 <C>        <S>                                 <C>      <C>       <C>

 Short-Term Corporate Obligations -- 5.36%
 Banking - Domestic -- 0.77%
 $    2,500 J.P. Morgan & Company
             Incorporated....................   03/16/01  6.120%*  $  2,500,000
                                                                   ------------
 Banking - Foreign -- 1.53%
      5,000 Bank of Scotland Treasury
             Services PLC....................   03/06/01  6.113*      5,000,000
                                                                   ------------
 Broker - Dealer -- 3.06%
     10,000 Merrill Lynch & Company
             Incorporated....................   05/08/00  6.093*      9,999,163
                                                                   ------------
 Total Short-Term Corporate Obligations
  (cost -- $17,499,163).......................                       17,499,163
                                                                   ------------
<CAPTION>
 Number of
   Shares
 ----------
 <C>        <S>                                 <C>      <C>       <C>
 Money Market Funds -- 1.41%
  3,590,719 AIM Liquid Assets Money Market
             Portfolio.......................                         3,590,719
    994,642 AIM Prime Money Market Portfolio.                           994,642
                                                                   ------------
 Total Money Market Funds (cost --
   $4,585,361)................................                        4,585,361
                                                                   ------------
 Total Investments (cost -- $326,404,919 which
  approximates
  cost for federal income tax purposes) --
   100.09%....................................                      326,404,919
 Liabilities in excess of other assets --
   (0.09)%....................................                         (280,096)
                                                                   ------------
 Net Assets (applicable to 326,124,790 shares
  of beneficial interest outstanding
  equivalent to
  $1.00 per share) -- 100.00%.................                     $326,124,823
                                                                   ============
</TABLE>
---------

* Variable rate securities -- maturity date reflects earlier of reset date or
  stated maturity date. The interest rates shown are the current rates as of
  April 30, 2000.
@ Interest rates shown are discount rates at date of purchase.

                      Weighted average maturity -- 33 days


                 See accompanying notes to financial statements

6
<PAGE>

LIR Liquid Assets Fund
Statement of Operations

<TABLE>
<CAPTION>
                                                              For the Period
                                                             February 14, 2000+
                                                                     to
                                                               April 30, 2000
                                                             ------------------
<S>                                                          <C>
Investment income:
Interest....................................................         $4,268,610
                                                                     ----------
Expenses:
Investment advisory and administration......................             21,138
Transfer agency and related services fees...................             47,586
Federal and state registration fees.........................             28,752
Legal and audit.............................................             12,666
Insurance...................................................              8,470
Custody and accounting......................................              7,047
Offering costs..............................................              5,775
Reports and notices to shareholders.........................              3,696
Trustees' fees..............................................              2,233
Other expenses..............................................              4,235
                                                                     ----------
                                                                        141,598
Less: Fee waivers from adviser..............................            (21,138)
                                                                     ----------
Net expenses................................................            120,460
                                                                     ----------
Net investment income.......................................          4,148,150
Net realized gains from investment transactions.............                 33
                                                                     ----------
Net increase in net assets resulting from operations........         $4,148,183
                                                                     ==========
</TABLE>
---------

+ Commencement of operations.


                 See accompanying notes to financial statements

                                                                               7
<PAGE>

LIR Liquid Assets Fund
Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                                              For the Period
                                                            February 14, 2000+
                                                                    to
                                                              April 30, 2000
                                                            ------------------
<S>                                                         <C>
From operations:
Net investment income......................................       $  4,148,150
Net realized gains from investment transactions............                 33
                                                                  ------------
Net increase in net assets resulting from operations.......          4,148,183
                                                                  ------------
Dividends to shareholders from net investment income.......         (4,148,150)
                                                                  ------------
Net increase in net assets from beneficial interest
 transactions..............................................        326,124,790
                                                                  ------------
Net increase in net assets.................................        326,124,823
Net assets:
Beginning of period........................................            --
                                                                  ------------
End of period..............................................       $326,124,823
                                                                  ============
</TABLE>
---------

+ Commencement of operations.


                 See accompanying notes to financial statements

8
<PAGE>

Notes to Financial Statements

Organization and Significant Accounting Policies

 LIR Liquid Assets Fund (the "Fund") is registered with the Securities and Ex-
change Commission under the Investment Company Act of 1940, as amended, as a
diversified series of Mitchell Hutchins LIR Money Series (the "Trust"), an
open-end management investment company organized as a Delaware business trust
on April 29, 1998. The Trust is a series mutual fund with five funds: the Fund,
Mitchell Hutchins LIR Select Money Fund ("LIR Select Money Fund"), LIR Premier
Money Market Fund, LIR Premier Tax-Free Money Market Fund, and LIR Cash Re-
serves Fund. The financial statements for the LIR Select Money Fund, LIR Pre-
mier Money Market Fund, LIR Premier Tax-Free Money Market Fund, and LIR Cash
Reserves Fund are not included herein. Prior to commencement of operations,
February 14, 2000, the Fund had no activity.

 The preparation of financial statements in accordance with accounting princi-
ples generally accepted in the United States requires Fund's management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those estimates.
Following is a summary of significant accounting policies:

 Valuation and Accounting for Investments and Investment Income--Investments
are valued at amortized cost which approximates market value. Investment trans-
actions are recorded on the trade date. Realized gains and losses from
investment transactions are calculated using the identified cost method. Inter-
est income is recorded on an accrual basis. Premiums are amortized and dis-
counts are accreted as adjustments to interest income and the identified cost
of investments.

 Repurchase Agreements--The Fund's custodian takes possession of the collateral
pledged for investments in repurchase agreements. The underlying collateral is
valued daily on a mark-to-market basis to ensure that the value, including ac-
crued interest, is at least equal to the repurchase price. In the event that a
counterparty defaults on its obligation to repurchase, the Fund has the right
to liquidate the collateral and apply the proceeds in satisfaction of the obli-
gation. Under certain circumstances, in the event of default or bankruptcy by
the other party to the agreement, realization and/or retention of the collat-
eral may be subject to legal proceedings.

 Dividends and Distributions--Dividends and distributions to shareholders are
recorded on the ex-dividend date. The amount of dividends and distributions are
determined in accordance with federal income tax regulations, which may differ
from generally accepted accounting principles. These "book/tax" differences are
either considered temporary or permanent in nature. To the extent these differ-
ences are permanent in nature, such amounts are reclassified within the capital
accounts based on their federal tax-basis treatment; temporary differences do
not require reclassification.
Concentration of Risk

 The ability of the issuers of the debt securities held by the Fund to meet
their obligations may be affected by economic developments, including those
particular to a specific industry or region.
Investment Adviser and Administrator

 The Trust has an Investment Advisory and Administration Contract ("Advisory
Contract") under which Mitchell Hutchins Asset Management Inc. ("Mitchell
Hutchins"), a wholly-owned asset management subsidiary of PaineWebber Incorpo-
rated ("PaineWebber"), serves as investment adviser and administrator of the
Fund. In accordance with the Advisory Contract, the Fund has agreed to pay to
Mitchell Hutchins a fee, computed daily and paid monthly. Where the services
are provided directly by Mitchell Hutchins or an affiliate, the fee will be
limited to reimbursement of Mitchell Hutchins' direct advisory/administrative
costs and expenses and will exclude any profit or overhead charges. Where
Mitchell Hutchins

                                                                               9
<PAGE>

Notes to Financial Statements

arranges for an unaffiliated person to provide services, the Fund will reim-
burse Mitchell Hutchins for the cost of the services provided by the unaffili-
ated person, but no additional profit or overhead charge will be included or
the Fund will pay the service provider directly. Mitchell Hutchins has advised
the Fund that it expects its direct advisory/administrative costs and expenses
to approximate an annual rate of 0.03% of the average daily net assets of the
Fund for its initial fiscal year. These expenses are estimated amounts in addi-
tion to other expenses of the Fund. Mitchell Hutchins periodically will review
Fund expenses in an effort to confirm that only direct costs and expenses are
paid to Mitchell Hutchins by the Fund.

 For the period February 14, 2000 (commencement of operations) to April 30,
2000, Mitchell Hutchins waived its entire fee for its direct
advisory/administrative costs and expenses.
Other Liabilities

 At April 30, 2000, dividends payable were $661,633.
Federal Tax Status

 The Fund intends to distribute all of its taxable income and to comply with
the other requirements of the Internal Revenue Code applicable to regulated in-
vestment companies. Accordingly, no provision for federal income taxes is re-
quired. In addition, by distributing during each calendar year substantially
all of its net investment income, capital gains and certain other amounts, if
any, the Fund intends not to be subject to federal excise tax.
Money Market Fund Bond

 The Fund obtained an insurance bond that provides limited coverage for certain
loss events involving certain money market instruments held by the Fund. These
loss events include non-payment of principal or interest or a bankruptcy or in-
solvency of the issuer or credit enhancement provider (if any). The insurance
bond provides for coverage up to $200 million for a number of funds with a de-
ductible of 10 basis points (0.10%) of the total assets of the Fund for First
Tier Securities and 50 basis points (0.50%) of the total assets of the Fund for
Second Tier Securities, in each case determined as of the close of business on
the first business day prior to the loss event. In the event of a loss covered
under the bond, the Fund would expect to retain the security in its portfolio,
rather than having to sell it at its current market value, until the date of
payment of the loss, which is generally no later than the maturity of the secu-
rity. While the policy is intended to provide some protection against credit
risk and to help the Fund maintain a constant price per share of $1.00, there
is no guarantee that the insurance will do so.

 For the period February 14, 2000 (commencement of operations) to April 30,
2000, the Fund did not use this insurance bond.
Shares of Beneficial Interest

 There is an unlimited amount of $0.001 par value shares of beneficial interest
authorized. Transactions in shares of beneficial interest, at $1.00 per share,
were as follows:
<TABLE>
<CAPTION>
                                                               For the Period
                                                             February 14, 2000+
                                                                     to
                                                               April 30, 2000
                                                             ------------------
<S>                                                          <C>
Shares sold.................................................        916,095,614
Shares repurchased..........................................       (593,464,036)
Dividends reinvested........................................          3,493,212
                                                                   ------------
Net increase in shares outstanding..........................        326,124,790
                                                                   ============
</TABLE>
---------

+ Commencement of operations.

10
<PAGE>

LIR Liquid Assets Fund
Financial Highlights

Selected data for a share of beneficial interest outstanding throughout the pe-
riod is presented below:

<TABLE>
<CAPTION>
                                                              For the Period
                                                            February 14, 2000+
                                                                    to
                                                              April 30, 2000
                                                            ------------------
<S>                                                         <C>
Net asset value, beginning of period......................            $  1.000
                                                                      --------
Net investment income.....................................               0.012
Dividends from net investment income......................              (0.012)
                                                                      --------
Net asset value, end of period............................            $  1.000
                                                                      ========
Total investment return(1)................................                1.24%
                                                                      ========
Ratios/Supplemental Data:
Net assets, end of period (000's).........................            $326,125
Expenses to average net assets net of waivers from
 adviser..................................................                0.17%*
Expenses to average net assets before waivers from
 adviser..................................................                0.20%*
Net investment income to average net assets net of waivers
 from adviser.............................................                5.89%*
Net investment income to average net assets before waivers
 from adviser.............................................                5.86%*
</TABLE>
---------

+ Commencement of operations.
* Annualized.
(1) Total investment return is calculated assuming a $1,000 investment on the
    first day of the period reported, reinvestment of all dividends and
    distributions at net asset value on the payable dates, and a sale at net
    asset value on the last day of the period reported. Total investment return
    for the period has not been annualized.

                                                                              11
<PAGE>

LIR Liquid Assets Fund
Report of Independent Auditors

The Board of Trustees and Shareholders of
LIR Liquid Assets Fund

 We have audited the accompanying statement of net assets of LIR Liquid Assets
Fund as of April 30, 2000, and the related statement of operations, the state-
ment of changes in net assets and the financial highlights for the period from
February 14, 2000 (commencement of operations) to April 30, 2000. These finan-
cial statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.
 We conducted our audit in accordance with auditing standards generally ac-
cepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included con-
firmation of securities owned at April 30, 2000, by correspondence with the
custodian and brokers. An audit also includes assessing the accounting princi-
ples used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit pro-
vides a reasonable basis for our opinion.
 In our opinion, the financial statements and financial highlights referred to
above and audited by us present fairly, in all material respects, the financial
position of LIR Liquid Assets Fund at April 30, 2000, the results of its opera-
tions, the changes in its net assets and the financial highlights for the pe-
riod from February 14, 2000 (commencement of operations) to April 30, 2000, in
conformity with accounting principles generally accepted in the United States.

                                                           /s/ Ernst & Young LLP

New York, New York
June 8, 2000

12
<PAGE>

LIR Liquid Assets Fund

Tax Information (unaudited)

 We are required by Subchapter M of the Internal Revenue Code of 1986, as
amended, to advise you within 60 days of the Fund's fiscal period, February 14,
2000 (commencement of operations) to April 30, 2000, as to the federal tax sta-
tus of distributions received by shareholders during such fiscal period. Ac-
cordingly, we are advising you that all dividends paid by the Fund during the
fiscal period were derived from net investment income. These amounts are tax-
able as ordinary income, none of which qualifies for the dividend received de-
duction available to corporate shareholders.

 Dividends received by tax-exempt recipients (e.g., IRAs and Keoghs) need not
be reported as taxable income. Some retirement trusts (e.g., corporate, Keogh
and 403(b)(7) plans) may need this information for their annual information re-
porting.

 Because the Fund's fiscal period is not the calendar year, another notifica-
tion will be sent in respect of calendar year 2000. The second notification,
which will reflect the amounts to be used by calendar year taxpayers on their
federal income tax returns, will be made in conjunction with Form 1099 DIV and
will be mailed in January 2001. Shareholders are advised to consult their own
tax advisers with respect to the tax consequences of their investment in the
Fund.

                                                                              13
<PAGE>

TRUSTEES
E. Garrett Bewkes, Jr.             Meyer Feldberg
Chairman                           George W. Gowen
Margo N. Alexander                 Frederic V. Malek
Richard Q. Armstrong               Carl W. Schafer
Richard R. Burt                    Brian M. Storms
Mary C. Farrell

PRINCIPAL OFFICERS
Margo N. Alexander                 Dennis L. McCauley
President                          Vice President
Dianne E. O'Donnell                Susan P. Ryan
Vice President and Secretary       Vice President
Paul H. Schubert
Vice President and Treasurer

INVESTMENT ADVISER,
ADMINISTRATOR AND
DISTRIBUTOR
Mitchell Hutchins Asset Management Inc.
51 West 52nd Street
New York, New York 10019




This report is not to be used in connection with the offering of shares of the
Fund unless accompanied or preceded by an effective prospectus.

A prospectus containing more complete information for any of the Funds listed on
the back cover can be obtained from a PaineWebber Financial Advisor or
correspondent firm. Read the prospectus carefully before investing.
<PAGE>

PaineWebber offers a family of 27 funds which encompass a diversified range of
investment goals.

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

TAX - FREE BOND FUNDS
 .    California Tax Free Income Fund
 .    Municipal High Income Fund
 .    National Tax Free Income Fund
 .    New York Tax-Free Income Fund

STOCK FUNDS
 .    Enhanced S&P 500 Fund
 .    Enhanced Nasdaq - 100 Fund
 .    Financial Services Growth Fund
 .    Growth Fund
 .    Growth and Income Fund
 .    Mid Cap Fund
 .    Small Cap Fund
 .    S&P 500 Index Fund
 .    Strategy Fund
 .    Tax-Managed Equity Fund
 .    Utility Income Fund

ASSET ALLOCATION FUNDS
 .    Balanced Fund
 .    Tactical Allocation Fund

GLOBAL FUNDS
 .    Asia Pacific Growth Fund
 .    Emerging Markets Equity Fund
 .    Global Equity Fund
 .    Global Income Fund

PAINEWEBBER MONEY MARKET FUND

LIR LIQUID

ASSETS FUND

ANNUAL REPORT

                                  PaineWebber
                        (C)2000 PaineWebber Incorporated
                              All Rights Reserved.
                                   Member SIPC

APRIL 30, 2000


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