<PAGE>
PaineWebber
---------------------------------------------------------------------
RETIREMENT
MONEY FUND
SEMI ANNUAL REPORT
DECEMBER 31, 1999
<PAGE>
PAINEWEBBER RETIREMENT MONEY FUND SEMI ANNUAL REPORT
February 15, 2000
Dear Shareholder,
We are pleased to present you with the semiannual report for PaineWebber
Retirement Money Fund for the six-month period ended December 31, 1999.
MARKET REVIEW
- --------------------------------------------------------------------------------
[GRAPHIC]
Interest rates remained under pressure during the period, as the economy
continued to expand more briskly than anticipated. Economic activity showed no
signs of abating through year-end. The Federal Reserve twice raised the Fed
Funds rate by 25 basis points (bps; a basis point equals one one-hundredth of
one percent). Combined with a 25 bps increase earlier in 1999, the two rate
increases during the period completed the reversal of the 75 bps reduction
engineered in 1998 to combat the global financial crisis. By year-end, the 30-
year Treasury bond's yield had increased to 6.48%, just below its two-year high
of 6.49% and finishing the year with its worst annual price performance ever. At
the same time, short-term rates rose significantly, with 90-day T-bills moving
from a yield equivalent of 4.76% at the beginning of the period to a yield of
5.31% at its close.
PORTFOLIO REVIEW
- --------------------------------------------------------------------------------
PERFORMANCE AND CHARACTERISTICS, DECEMBER 31, 1999*
- ---------------------------------------------------
7-Day Current Yield 4.98%
Weighted Average Maturity 38 days
Net Assets $5.128 billion
- ---------------------------------------------------
[GRAPHIC]
During the six-month period we kept the Fund's weighted average maturity below
its peer-group average in anticipation of further Fed increases. The Fund's
below-average position helped returns as interest rates rose. We maintained our
focus on top-tier credit quality instruments.
*Yields will vary. The Fund is actively managed and its composition will vary
over time.
1
<PAGE>
SEMIANNUAL REPORT
OUTLOOK
- --------------------------------------------------------------------------------
With the evidence suggesting that Y2K-related problems have been avoided,
we think the Fed will focus initially on its near-term chore of mopping up the
flood of liquidity it provided to the banking system ahead of the year-end
changeover. Beyond that, however, is the more enduring question of how much
growth the economy can enjoy without re-igniting inflation. While sympathetic to
the argument for a new, low-inflation economy driven by productivity gains and
excess capacity, the Fed remains cautious. Interest rates may continue to rise,
with unemployement at 30-year lows, consumer confidence near record highs,
equity markets ebullient, and economic expansion underway around much of the
globe. At its most recent Open Market Committee meeting in February the Feb
again raised rates by 25 bps, raising the Federal Funds rate to 5.75%. 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 and high-quality instruments.
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,1 please contact your Financial Advisor.
Sincerely,
/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
Chief Investment Officer--Fixed Income Portfolio Manager
Mitchell Hutchins Asset Management Inc. PaineWebber Retirement Money Fund
This letter is intended to assist shareholders in understanding how the
Fund performed during the six-month period ended December 31, 1999, 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.
1 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.
2
<PAGE>
PaineWebber Retirement Money Fun December 31, 1999 (unaudited)
Statement of Net Assets
<TABLE>
<CAPTION>
Principal
Amount Maturity Interest
(000) Dates Rates Value
--------- -------------------- -------------- --------------
<C> <S> <C> <C> <C>
U.S. GOVERNMENT AND AGENCY
OBLIGATIONS - 23.43%
$115,000 United States Treasury 01/06/00 to 02/03/00 4.240 to 4.935%
Bills.................. $ 114,702,338
25,000 United States Treasury 01/31/00 5.375
Notes.................. 25,001,953
30,000 Federal Farm Credit 01/03/00 5.550*
Bank................... 29,992,811
60,000 Federal Home Loan Bank.. 01/03/00 to 01/04/00 4.970 to 5.973* 59,984,319
190,496 Federal Home Loan Bank.. 02/09/00 to 05/24/00 5.050 to 5.830@ 189,783,649
39,000 Federal Home Loan 01/04/00 5.963*
Mortgage Corporation... 39,003,219
300,350 Federal Home Loan 01/14/00 to 03/16/00 5.360 to 5.660@
Mortgage Corporation... 298,530,737
316,280 Federal National 01/18/00 to 03/09/00 5.360 to 5.730@
Mortgage Association... 314,483,853
130,000 Student Loan Marketing 01/03/00 to 01/04/00 5.560 to 6.163*
Association............ 129,981,579
--------------
Total U.S. Government and Agency
Obligations (cost -
$1,201,464,458)................... 1,201,464,458
--------------
BANK NOTES - 4.52%
Domestic - 4.52%
45,000 Comerica Bank N.A., 01/03/00 5.640*
Detroit................ 44,996,281
25,000 FCC National Bank, 01/31/00 4.950
N.A. .................. 25,000,000
67,000 First Tennessee Bank 01/14/00 to 04/12/00 5.100 to 5.210
N.A.--Memphis.......... 67,000,000
95,000 First Tennessee Bank 01/03/00 to 01/04/00 5.625 to 6.023*
N.A.--Memphis.......... 95,000,000
--------------
Total Bank Notes (cost -
$231,996,281)..................... 231,996,281
--------------
CERTIFICATES OF DEPOSIT - 13.06%
Yankee - 13.06%
15,000 ABN AMRO Bank NV ....... 02/14/00 5.045 14,998,630
25,000 Bank of Montreal ....... 04/10/00 to 05/03/00 5.120 to 5.160 24,984,118
22,000 Bank of Nova Scotia..... 03/03/00 5.340 22,003,833
20,000 Barclays Bank PLC....... 01/03/00 5.640 19,996,353
20,000 Bayerische Hypotheken 01/13/00 6.383*
und Wechsel Bank....... 19,996,716
54,000 Bayerische Hypotheken 04/28/00 to 07/12/00 5.150 to 5.710
und Wechsel Bank....... 53,987,978
94,000 Canadian Imperial Bank 02/07/00 to 04/12/00 5.010 to 5.200
of Commerce............ 93,998,120
15,000 San Paolo IMI SPA....... 01/10/00 6.105 15,000,055
68,000 National Westminster 01/07/00 to 07/03/00 4.980 to 5.530
Bank PLC............... 67,998,656
17,000 Rabobank Nederland...... 01/07/00 4.990 16,999,836
62,800 Royal Bank of Canada.... 01/03/00 5.640 to 5.645* 62,793,138
133,000 Svenska Handelsbanken... 02/16/00 to 05/22/00 5.063 to 5.280 132,987,395
30,000 Toronto-Dominion Bank... 01/03/00 5.635* 29,995,493
41,400 Toronto-Dominion Bank... 01/07/00 to 04/17/00 4.990 to 5.060 41,397,181
52,700 Westpac Banking 03/31/00 to 04/17/00 5.065 to 5.165
Corporation ........... 52,694,269
--------------
Total Certificates of Deposit
(cost - $669,831,771).............. 669,831,771
--------------
COMMERCIAL PAPER@ - 49.48%
Asset Backed - Auto & Truck - 0.40%
20,750 New Center Asset Trust.. 01/03/00 5.000 20,744,236
--------------
Asset Backed - Banking - 1.83%
84,561 Atlantis One Funding 01/25/00 to 03/22/00 5.870 to 5.930
Corporation............ 83,873,803
10,000 Woodstreet Funding 02/01/00 6.070
Corporation ........... 9,947,731
--------------
93,821,534
--------------
Asset Backed - Finance - 0.73%
37,500 Beta Finance 01/21/00 to 02/04/00 4.900 to 4.940
Incorporated........... 37,363,908
--------------
Asset Backed - Miscellaneous -
12.97%
45,000 Asset Securitization 01/12/00 6.513*
Cooperative
Corporation............ 45,000,000
30,735 Delaware Funding 02/11/00 5.850
Corporation............ 30,530,228
60,523 Enterprise Funding 01/18/00 to 02/10/00 5.850 to 6.450
Corporation............ 60,238,752
130,000 Falcon Asset 01/11/00 to 02/18/00 5.880 to 6.100
Securitization
Corporation............ 129,343,686
64,000 Preferred Receivables 01/13/00 to 02/10/00 5.840 to 6.000
Funding Corporation.... 63,700,361
116,000 Quincy Capital 02/09/00 to 02/15/00 5.840 to 5.850
Corporation............ 115,241,523
</TABLE>
3
<PAGE>
PaineWebber Retirement Money Fund
<TABLE>
<CAPTION>
Principal
Amount Maturity Interest
(000) Dates Rates Value
--------- -------------------- -------------- --------------
<C> <S> <C> <C> <C>
COMMERCIAL PAPER@ - (continued)
Asset Backed Miscellaneous -
(continued)
$ 46,783 Receivables Capital
Corporation............ 02/02/00 to 02/24/00 5.880 to 6.050% $ 46,445,356
85,000 Triple-A One Funding
Corporation............ 01/05/00 to 01/31/00 6.090 to 7.350 84,791,317
90,000 Variable Funding Capital
Corporation............ 01/13/00 to 02/18/00 5.850 to 5.950 89,545,556
--------------
664,836,779
--------------
Auto & Truck - 4.72%
105,000 DaimlerChrysler N. A.
Holding Corporation.... 01/19/00 to 02/17/00 5.860 to 5.910 104,439,604
138,000 General Motors
Acceptance Corporation. 01/03/00 to 02/14/00 5.000 to 5.850 137,348,067
--------------
241,787,671
--------------
Banking--Domestic - 1.79%
27,502 Dexia CLF Finance
Company................ 03/10/00 6.100 27,180,456
20,000 Fortis Funding LLC...... 02/24/00 5.830 19,825,100
25,000 J.P. Morgan & Company
Incorporated........... 02/24/00 5.830 24,781,375
20,000 Santander Finance
(Delaware)
Incorporated........... 02/04/00 5.970 19,887,233
--------------
91,674,164
--------------
Banking - Foreign - 1.26%
10,000 Banque et Caisse
d'Epargne de L'Etat.... 02/08/00 5.850 9,938,250
55,000 Nationwide Building
Society................ 02/22/00 to 03/07/00 5.840 to 5.920 54,463,511
--------------
64,401,761
--------------
Broker/Dealer - 5.33%
65,000 Bear Stearns Companies
Incorporated........... 02/28/00 to 03/14/00 5.860 to 5.950 64,320,724
25,000 Goldman Sachs Group
Incorporated........... 02/02/00 6.000 24,866,667
100,000 Merrill Lynch & Company
Incorporated........... 01/20/00 to 02/28/00 5.850 to 5.940 99,392,394
65,000 Morgan Stanley, Dean
Witter, Discover &
Company................ 01/03/00 5.080 to 5.280* 65,000,000
20,000 Morgan Stanley, Dean
Witter, Discover &
Company................ 01/18/00 5.920 19,944,089
--------------
273,523,874
--------------
Consumer Products - 1.55%
80,000 Procter & Gamble
Company................ 01/26/00 to 02/23/00 5.780 to 5.870 79,409,986
--------------
Energy - 1.36%
70,000 Texaco Incorporated..... 01/25/00 to 02/24/00 5.800 to 5.960 69,532,800
--------------
Finance - Aircraft - 1.53%
79,200 International Lease
Financing Corporation.. 02/17/00 to 02/22/00 5.770 to 5.820 78,566,371
--------------
Finance - Conduit - 1.54%
38,416 MetLife Funding
Incorporated........... 02/01/00 5.900 38,220,825
40,750 UBS Finance (Delaware)
LLC.................... 01/04/00 5.000 40,733,021
--------------
78,953,846
--------------
Finance - Consumer - 0.87%
45,000 Household Finance
Corporation............ 02/07/00 to 02/08/00 5.820 to 5.850 44,725,992
--------------
Finance - Independent - 0.48%
25,000 National Rural Utilities
Cooperative Finance
Corporation............ 02/24/00 5.800 24,782,500
--------------
Finance - Retail - 2.91%
70,000 American Express Credit
Corporation............ 01/06/00 to 01/25/00 5.000 to 5.850 69,823,166
80,000 American General FInance
Corporation............ 01/24/00 to 02/11/00 5.830 to 5.840 79,570,335
--------------
149,393,501
--------------
Finance - Subsidiary - 0.97%
25,000 Deutsche Bank Financial
Incorporated........... 01/12/00 5.950 24,954,549
25,000 Dresdner U.S. Finance
Inc. .................. 02/09/00 5.780 24,843,458
--------------
49,798,007
--------------
</TABLE>
4
<PAGE>
PaineWebber Retirement Money Fund
<TABLE>
<CAPTION>
Principal
Amount Maturity Interest
(000) Dates Rates Value
--------- -------------------- -------------- --------------
<C> <S> <C> <C> <C>
COMMERCIAL PAPER@ - (concluded)
Food & Beverage - 0.49%
$ 25,000 Diageo Capital PLC...... 01/31/00 5.930% $ 24,876,458
--------------
Insurance - 3.01%
40,000 American General
Corporation............ 02/01/00 5.960 39,794,711
100,000 Prudential Funding
Corporation............ 01/10/00 to 01/13/00 5.850 to 5.860 99,820,181
15,000 USAA Capital
Corporation............ 02/08/00 5.820 14,907,850
--------------
154,522,742
--------------
Manufacturing - Diversified - 1.12%
58,000 Allied Signal
Incorporated........... 02/11/00 to 02/14/00 5.810 to 5.900 57,598,392
--------------
Metals & Mining - 0.68%
35,000 Rio Tinto America
Incorporated........... 02/07/00 to 02/28/00 5.850 to 5.930 34,720,079
--------------
Paper & Forest Products - 0.39%
20,000 Weyerhauser Real Estate
Company................ 01/20/00 5.900 19,937,722
--------------
Printing & Publishing - 1.55%
80,000 Gannett Company......... 01/24/00 to 01/27/00 5.950 to 5.970 79,675,544
--------------
Telecommunications - 1.61%
41,000 BellSouth Capital
Funding Corporation.... 02/10/00 5.820 40,734,867
42,000 SBC Communications
Incorporated........... 01/25/00 5.850 41,836,200
--------------
82,571,067
--------------
Utility - Electric - 0.39%
20,000 Southern Company........ 02/16/00 5.350 19,863,278
--------------
Total Commercial Paper (cost -
$2,537,082,212)................... 2,537,082,212
--------------
SHORT-TERM CORPORATE OBLIGATIONS -
0.95%
Auto & Truck - 0.49%
25,000 Ford Motor Credit
Corporation............ 01/03/00 5.640* 24,987,766
--------------
Finance - Diversified - 0.46%
23,500 Associates Corporation
of North America....... 01/31/00 6.410* 23,493,043
--------------
Total Short-Term Corporation
Obligations (cost - $48,480,809)... 48,480,809
--------------
<CAPTION>
Number of
Shares
(000)
---------
<C> <S> <C> <C> <C>
MUTUAL FUNDS - 7.91%
202,652 AIM Liquid Assets
Portfolio.............. 202,651,904
203,023 AIM Prime Portfolio..... 203,023,230
--------------
Total Mutual Funds (cost -
$405,675,134).................... 405,675,134
--------------
<CAPTION>
Principal
Amount
(000)
---------
<C> <S> <C> <C> <C>
REPURCHASE AGREEMENT - 0.18%
9,155 Repurchase Agreement
dated 12/31/99 with
State Street Bank and
Trust Company,
collateralized by
$9,100,070 U.S.
Treasury Notes, 6.375%
due 8/15/02 (value --
$9,338,947); proceeds:
$9,156,907 (cost -
$9,155,000)........... 01/03/00 2.500 9,155,000
--------------
Total Investments (cost -
$5,103,685,665 which approximates
cost for federal income tax
purposes) - 99.53%................ 5,103,685,665
Other assets in excess of
liabilities - 0.47%............... 24,219,362
--------------
Net Assets (applicable to
5,129,740,016 shares of Common
Stock
outstanding at $1.00 per share) -
100.00%.......................... $5,127,905,027
==============
</TABLE>
- --------
*Variable rate securities-maturity dates reflect earlier of reset dates or
maturity dates. The interest rates shown are the current rates as of December
31, 1999.
@Interest rates shown are discount rates at date of purchase.
Weighted Average Maturity--38 Days
See accompanying notes to financial statements.
5
<PAGE>
PaineWebber Retirement Money Fund
Statement of Operations For the Six Months Ended December 31, 1999 (unaudited)
<TABLE>
<S> <C>
Investment Income:
Interest.......................................................... $139,796,308
------------
Expenses:
Investment advisory and administration............................ 10,260,768
Transfer agency and related services fees......................... 4,242,500
Distribution fees................................................. 3,248,559
Reports and notices to shareholders............................... 263,453
Custody and accounting............................................ 263,152
Federal and state registration.................................... 92,607
Legal and audit................................................... 64,135
Insurance expense................................................. 48,863
Directors' fees................................................... 5,250
Other expenses.................................................... 1,041
------------
18,490,328
------------
Net investment income............................................. 121,305,980
Net realized gains from investment transactions................... 23,742
------------
Net increase in net assets resulting from operations.............. $121,329,722
============
</TABLE>
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
For the Six
Months Ended For the
December 31, 1999 Year Ended
(unaudited) June 30, 1999
----------------- --------------
<S> <C> <C>
From operations:
Net investment income........................ $ 121,305,980 $ 217,553,020
Net realized gains from investment transac-
tions....................................... 23,742 55,106
-------------- --------------
Net increase in net assets resulting from op-
erations.................................... 121,329,722 217,608,126
-------------- --------------
Dividends to shareholders from:
Net investment income........................ (121,305,980) (217,533,020)
-------------- --------------
Net increase in net assets from capital stock
transactions................................ 36,942,916 899,864,885
-------------- --------------
Net increase in net assets................... 36,966,658 899,919,991
Net assets:
Beginning of period.......................... 5,090,938,369 4,191,018,378
-------------- --------------
End of period................................ $5,127,905,027 $5,090,938,369
============== ==============
</TABLE>
See accompanying notes to financial statements
6
<PAGE>
Notes to Financial Statements (unaudited)
Organization and Significant Accounting Policies
PaineWebber RMA Money Fund, Inc. (the "Corporation") was incorporated in the
state of Maryland on July 2, 1982 and is registered with the Securities and Ex-
change Commission under the Investment Company Act of 1940, as amended, as an
open-end, diversified management investment company. The Corporation is a se-
ries mutual fund with three funds: PaineWebber Retirement Money Fund (the
"Fund"), PaineWebber RMA Money Market Portfolio and PaineWebber RMA U.S. Gov-
ernment Portfolio. The financial statements of PaineWebber RMA Money Market
Portfolio and PaineWebber RMA U.S. Government Portfolio are not included here-
in.
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires Fund management to
make estimates and assumptions that affect the reported amounts and disclosures
in the financial statements. Actual results could differ from those estimates.
The 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
transactions are recorded on the trade date. Realized gains and losses from
investment transactions are calculated using the identified cost method.
Interest income is recorded on an accrual basis. Premiums are amortized and
discounts 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
accrued interest, is at least equal to the repurchase price. In the event of
default of the obligation to repurchase, the Fund has the right to liquidate
the collateral and apply the proceeds in satisfaction of the obligation. Under
certain circumstances, in the event of default or bankruptcy by the other party
to the agreement, realization and/or retention of the collateral 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 Corporation's board of directors has approved an Investment Advisory and
Administration Contract ("Advisory Contract") with PaineWebber Incorporated
("PaineWebber"), under which PaineWebber serves as investment adviser and ad-
ministrator of the Corporation and each of its series. In accordance with the
Advisory Contract, the Fund pays PaineWebber an investment advisory and admin-
istration fee, which is accrued daily and paid monthly, in accordance with the
following schedule:
<TABLE>
<CAPTION>
Annual
Average Daily Net Assets Rate
------------------------ ------
<S> <C>
Up to $1.0 billion.................................................. 0.50%
In excess of $1.0 billion and up to $1.5 billion.................... 0.44
Over $1.5 billion................................................... 0.36
</TABLE>
At December 31, 1999, the Fund owed PaineWebber $1,706,219 in investment advi-
sory and administration fees.
Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins"), a wholly-owned
asset management subsidiary of PaineWebber, serves as sub-adviser and sub-ad-
ministrator of the Fund pursuant to a Sub-Advisory and Sub-Administration Con-
tract between PaineWebber and Mitchell Hutchins. In accordance with that con-
tract, PaineWebber (not the Fund) pays Mitchell Hutchins a fee, computed daily
and paid monthly, at an annual rate of 20% of the fee paid by the Fund to
PaineWebber under the Advisory Contract.
7
<PAGE>
Notes to Financial Statements (unaudited)
Distribution Plan
PaineWebber is the distributor of the Fund's shares and the exclusive dealer
for the sale of those shares. Under the plan of distribution, the Fund is au-
thorized to pay PaineWebber a service fee, which is accrued daily and paid
monthly, at an annual rate of up to 0.15% of the Fund's average daily net as-
sets. For the six months ended December 31, 1999 PaineWebber was compensated
for its services under the plan at an annual rate of 0.125% of the Fund's aver-
age daily net assets. At December 31, 1999, the Fund owed PaineWebber $539,500
in distribution fees.
Transfer Agency and Related Services Fees
PaineWebber provides transfer agency and related services to the Fund pursuant
to a delegation of authority from PFPC, Inc., the Fund's transfer agent, and is
compensated for these services by PFPC, Inc., not the Fund. For the year ended
December 31, 1999, PaineWebber received approximately 52% of the total transfer
agency and related services fees collected by PFPC, Inc. from the Fund.
Other Liabilities
At December 31, 1999, the amount payable for dividends payable aggregate
$7,677,976.
Money Market Fund Bond
Effective September 30, 1999, the Fund obtained an insurance bond that pro-
vides limited coverage for certain loss events involving certain money market
instruments held by the Fund. These loss events include non-payment of princi-
pal or interest or a bankruptcy or insolvency of the issuer or credit enhance-
ment provider (if any). The insurance bond provides for coverage up to $200
million for a number of funds with a deductible 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 security. While the policy is in-
tended 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 September 30, 1999 to December 31, 1999,
the Fund did not use this insurance bond.
Federal Tax Status
The Fund intends to distribute substantially all of its taxable income and to
comply with the other requirements of the Internal Revenue Code applicable to
regulated investment companies. Accordingly, no provision for federal income
taxes is required. In addition, by distributing during each calendar year sub-
stantially all of its net investment income, capital gains and certain other
amounts, if any, the Fund intends not to be subject to a federal excise tax.
At June 30, 1999, the Fund had a net capital loss carryforward of $1,858,732
which is available as a reduction, to the extent provided in the regulations,
of any future net capital gains realized before the end of fiscal year 2007. To
the extent that the losses are used to offset future capital gains, it is prob-
able that the gains so offset will not be distributed.
Capital Stock
There are 20 billion shares of $0.001 par value common stock authorized.
Transactions in common stock, at $1.00 per share, were as follows:
<TABLE>
<CAPTION>
For the Six For the
Months Ended Year Ended June
December 31, 1999 30, 1999
----------------- ---------------
<S> <C> <C>
Shares sold............................. 16,348,280,131 19,511,897,445
Shares repurchased...................... (16,430,744,216) (18,824,533,330)
Dividends reinvested.................... 119,407,001 212,500,770
--------------- ---------------
Net increase............................ 36,942,916 899,864,885
=============== ===============
</TABLE>
8
<PAGE>
PaineWebber Retirement Money Fund
Financial Highlights
Selected data for a share of common stock outstanding throughout each period is
presented below:
<TABLE>
<CAPTION>
For the Years Ended June 30,
--------------------------------------------------------------
For the Six
Months Ended
December 31, 1999
(unaudited) 1999 1998 1997 1996 1995
----------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period.... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------- ---------- ---------- ---------- ---------- ----------
Net investment income... 0.023 0.046 0.049 0.048 0.050 0.047
Dividends from net
investment income...... (0.023) (0.046) (0.049) (0.048) (0.050) (0.047)
---------- ---------- ---------- ---------- ---------- ----------
Net asset value, end of
period................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========== ========== ========== ========== ========== ==========
Total investment return
(1).................... 2.35 % 4.66 % 5.03 % 4.89 % 5.13 % 4.83 %
========== ========== ========== ========== ========== ==========
Ratios/Supplemental
Data:
Net assets, end of
period (000's)......... $5,127,905 $5,090,938 $4,191,018 $3,922,753 $3,500,508 $2,966,199
Expenses to average net
assets................. 0.71 %* 0.71 % 0.78 % 0.75 % 0.70 % 0.78 %
Net investment income to
average net assets..... 4.65 %* 4.55 % 4.91 % 4.79 % 5.01 % 4.75 %
</TABLE>
- --------
* Annualized.
(1) Total investment return is calculated assuming a $1,000 investment on the
first day of each year 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 each period reported. Total investment
return for period of less than one year has not been annualized.
9
<PAGE>
================================================================================
DIRECTORS
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 Paul H. Schubert
President Vice President and Treasurer
Victoria E. Schonfeld Dennis L. McCauley
Vice President Vice President
Dianne E. O'Donnell Susan P. Ryan
Vice President and Secretary Vice President
INVESTMENT ADVISER,
ADMINISTRATOR AND DISTRIBUTORS
PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019
SUB-ADVISER AND SUB-ADMINISTRATOR
Mitchell Hutchins Asset Management Inc.
51 West 52nd Street
New York, New York 10019
The financial information herein is taken from the records of the Fund without
examination by independent auditors who do not express an opinion thereon. 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.
<PAGE>
PaineWebber
(C)2000 PaineWebber Incorporated
All rights reserved.
Member SIPC
