<PAGE> PAGE 1
000 A000000 02/29/96
000 C000000 0000703887
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 Y
000 H000000 N
000 I000000 3.0.a
000 J000000 A
001 A000000 PAINEWEBBER AMERICA FUND
001 B000000 811-3502
001 C000000 2127132421
002 A000000 1285 AVENUE OF THE AMERICAS
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10019
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 1
007 C010100 1
007 C020100 PAINEWEBBER GROWTH & INCOME FUND
007 C030100 N
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
020 A000001 BEAR STERNS
020 B000001 13-3299429
020 C000001 81
020 A000002 MORGAN STANLEY
020 B000002 13-2655998
020 C000002 67
020 A000003 SALOMON BROTHERS
020 B000003 13-3082694
020 C000003 64
020 A000004 ALEX BROWN & SONS
020 C000004 55
020 A000005 DONALDSON, LUFKIN & JENRETTE
020 B000005 13-2741729
020 C000005 39
020 A000006 MERRILL LYNCH
020 B000006 13-5674085
020 C000006 36
<PAGE> PAGE 2
020 A000007 CS FIRST BOSTON
020 C000007 28
020 A000008 GOLDMAN, SACHS & CO.
020 B000008 13-5108880
020 C000008 23
020 A000009 ERNST & CO.
020 B000009 13-5057900
020 C000009 22
020 A000010 JEFFERIES & CO.
020 B000010 95-2622900
020 C000010 21
021 000000 673
022 A000001 DAIWA SECURITIES
022 B000001 13-5680329
022 C000001 1349027
022 D000001 0
022 A000002 MORGAN STANLEY & CO.
022 B000002 13-2655998
022 C000002 799797
022 D000002 9276
022 A000003 NOMURA SECURITIES INTL INC.
022 B000003 13-2642206
022 C000003 406587
022 D000003 0
022 A000004 STATE STREET BANK AND TRUST CO.
022 B000004 04-1867445
022 C000004 316581
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022 A000005 SALOMON BROTHERS
022 B000005 13-3082694
022 C000005 291363
022 D000005 945
022 A000006 FIRST CHICAGO CAPITAL MARKETS
022 B000006 36-3595942
022 C000006 102573
022 D000006 20918
022 A000007 CONVERSION
022 C000007 71349
022 D000007 0
022 A000008 J.P. MORGAN SECURITIES
022 B000008 13-3224016
022 C000008 12517
022 D000008 19939
022 A000009 GOLDMAN, SACHS & CO.
022 B000009 13-5108880
022 C000009 10192
022 D000009 15239
022 A000010 FUJI SECURITIES
022 B000010 36-3327521
022 C000010 19742
022 D000010 0
<PAGE> PAGE 3
023 C000000 3446270
023 D000000 139750
026 A000000 N
026 B000000 N
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
077 A000000 Y
077 B000000 N
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 Y
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 Y
077 N000000 N
077 O000000 Y
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
008 A000101 MITCHELL HUTCHINS ASSET MANAGEMENT INC.
008 B000101 A
008 C000101 801-13219
008 D010101 NEW YORK
008 D020101 NY
008 D030101 10019
008 A000102 MITCHELL HUTCHINS INSTITUTIONAL INVESTORS
<PAGE> PAGE 4
008 B000102 S
008 C000102 801-00000
008 D010102 NEW YORK
008 D020102 NY
008 D030102 10019
010 A000101 MICTHELL HUTCHINS ASSET MANAGEMENT INC.
010 B000101 801-13219
010 C010101 NEW YORK
010 C020101 NY
010 C030101 10019
011 A000101 PAINEWEBBER, INC.
011 B000101 8-16267
011 C010101 NEW YORK
011 C020101 NY
011 C030101 10019
012 A000101 PFPC, INC.
012 B000101 84-0000000
012 C010101 WILMINGTON
012 C020101 DE
012 C030101 19809
013 A000101 ERNST AND YOUNG LLP
013 B010101 NEW YORK
013 B020101 NY
013 B030101 10172
014 A000101 PAINEWEBBER INC.
014 B000101 8-16267
014 A000102 MITCHELL HUTCHINS ASSET MANAGEMENT INC.
014 B000102 8-21901
015 A000101 STATE STREET BANK AND TRUST COMPANY
015 B000101 C
015 C010101 NORTH QUINCY
015 C020101 MA
015 C030101 02171
015 E010101 X
018 000100 Y
019 A000100 Y
019 B000100 69
019 C000100 PAINEWEBBE
024 000100 N
025 D000101 0
025 D000102 0
025 D000103 0
025 D000104 0
025 D000105 0
025 D000106 0
025 D000107 0
025 D000108 0
028 A010100 3672
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<PAGE> PAGE 5
028 B010100 81453
028 B020100 19587
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028 B040100 10806
028 C010100 4335
028 C020100 0
028 C030100 0
028 C040100 9614
028 D010100 5424
028 D020100 15085
028 D030100 0
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028 E010100 6563
028 E020100 0
028 E030100 0
028 E040100 11738
028 F010100 9724
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028 F030100 0
028 F040100 9536
028 G010100 111171
028 G020100 34672
028 G030100 0
028 G040100 61236
028 H000100 4522
029 000100 Y
030 A000100 127
030 B000100 4.50
030 C000100 0.00
031 A000100 73
031 B000100 0
032 000100 0
033 000100 54
034 000100 Y
035 000100 359
036 A000100 Y
036 B000100 0
037 000100 N
038 000100 0
039 000100 N
040 000100 Y
041 000100 Y
042 A000100 0
042 B000100 0
042 C000100 0
042 D000100 0
042 E000100 0
042 F000100 0
042 G000100 0
042 H000100 100
043 000100 1729
<PAGE> PAGE 6
044 000100 0
045 000100 Y
046 000100 N
047 000100 Y
048 000100 0.700
048 A010100 0
048 A020100 0.000
048 B010100 0
048 B020100 0.000
048 C010100 0
048 C020100 0.000
048 D010100 0
048 D020100 0.000
048 E010100 0
048 E020100 0.000
048 F010100 0
048 F020100 0.000
048 G010100 0
048 G020100 0.000
048 H010100 0
048 H020100 0.000
048 I010100 0
048 I020100 0.000
048 J010100 0
048 J020100 0.000
048 K010100 0
048 K020100 0.000
049 000100 N
050 000100 N
051 000100 N
052 000100 N
053 A000100 N
054 A000100 Y
054 B000100 Y
054 C000100 Y
054 D000100 N
054 E000100 N
054 F000100 N
054 G000100 Y
054 H000100 Y
054 I000100 N
054 J000100 Y
054 K000100 N
054 L000100 N
054 M000100 Y
054 N000100 N
054 O000100 N
055 A000100 Y
055 B000100 N
056 000100 Y
057 000100 N
<PAGE> PAGE 7
058 A000100 N
059 000100 Y
060 A000100 Y
060 B000100 Y
061 000100 1000
062 A000100 N
062 B000100 0.0
062 C000100 0.0
062 D000100 0.0
062 E000100 0.0
062 F000100 0.0
062 G000100 0.0
062 H000100 0.0
062 I000100 0.0
062 J000100 0.0
062 K000100 0.0
062 L000100 0.0
062 M000100 0.0
062 N000100 0.0
062 O000100 0.0
062 P000100 0.0
062 Q000100 0.0
062 R000100 0.0
063 A000100 0
063 B000100 0.0
066 A000100 Y
066 B000100 N
066 C000100 N
066 D000100 N
066 E000100 Y
066 F000100 N
066 G000100 N
067 000100 N
068 A000100 N
068 B000100 N
069 000100 N
070 A010100 Y
070 A020100 Y
070 B010100 Y
070 B020100 N
070 C010100 Y
070 C020100 N
070 D010100 Y
070 D020100 N
070 E010100 Y
070 E020100 N
070 F010100 Y
070 F020100 N
070 G010100 Y
070 G020100 N
070 H010100 Y
<PAGE> PAGE 8
070 H020100 N
070 I010100 N
070 I020100 N
070 J010100 Y
070 J020100 N
070 K010100 N
070 K020100 N
070 L010100 Y
070 L020100 N
070 M010100 N
070 M020100 N
070 N010100 Y
070 N020100 N
070 O010100 Y
070 O020100 N
070 P010100 N
070 P020100 N
070 Q010100 N
070 Q020100 N
070 R010100 N
070 R020100 N
071 A000100 322743
071 B000100 327615
071 C000100 498123
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072 A000100 6
072 B000100 1891
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072 J000100 92
072 K000100 67
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072 N000100 55
072 O000100 0
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072 R000100 38
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<PAGE> PAGE 9
072AA000100 38364
072BB000100 0
072CC010100 32471
072CC020100 0
072DD010100 2242
072DD020100 1109
072EE000100 33993
073 A010100 0.0000
073 A020100 0.0000
073 B000100 1.5085
073 C000100 0.0000
074 A000100 3501
074 B000100 5617
074 C000100 39754
074 D000100 6289
074 E000100 4539
074 F000100 535677
074 G000100 0
074 H000100 0
074 I000100 0
074 J000100 14027
074 K000100 0
074 L000100 1674
074 M000100 128
074 N000100 611206
074 O000100 9965
074 P000100 646
074 Q000100 0
074 R010100 0
074 R020100 0
074 R030100 0
074 R040100 1346
074 S000100 0
074 T000100 599249
074 U010100 11289
074 U020100 13958
074 V010100 0.00
074 V020100 0.00
074 W000100 0.0000
074 X000100 51724
074 Y000100 0
075 A000100 0
075 B000100 550312
076 000100 0.00
080 A000100 ICI MUTUAL INSURANCE CO.
080 C000100 35000
081 A000100 Y
081 B000100 68
082 A000100 N
082 B000100 0
083 A000100 N
<PAGE> PAGE 10
083 B000100 0
084 A000100 N
084 B000100 0
085 A000100 Y
085 B000100 N
SIGNATURE JULIAN SLUYTERS
TITLE TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000703887
<NAME> PAINEWEBBER AMERICA FUND
<SERIES>
<NUMBER> 1
<NAME> GROWTH & INCOME FUND CLASS A
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 212,372,170
<INVESTMENTS-AT-VALUE> 265,007,435
<RECEIVABLES> 7,029,847
<ASSETS-OTHER> 1,624,699
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 273,661,981
<PAYABLE-FOR-SECURITIES> 4,461,910
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 891,926
<TOTAL-LIABILITIES> 5,353,836
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 210,116,350
<SHARES-COMMON-STOCK> 11,288,522
<SHARES-COMMON-PRIOR> 8,306,737
<ACCUMULATED-NII-CURRENT> 57,743
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,498,787
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 52,635,265
<NET-ASSETS> 268,308,145
<DIVIDEND-INCOME> 846,531
<INTEREST-INCOME> 1,805,717
<OTHER-INCOME> 0
<EXPENSES-NET> (1,524,717)
<NET-INVESTMENT-INCOME> 1,127,531
<REALIZED-GAINS-CURRENT> 17,177,333
<APPREC-INCREASE-CURRENT> 14,538,770
<NET-CHANGE-FROM-OPS> 32,843,634
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (2,241,645)
<DISTRIBUTIONS-OF-GAINS> (14,113,535)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,296,498
<NUMBER-OF-SHARES-REDEEMED> (1,059,768)
<SHARES-REINVESTED> 688,025
<NET-CHANGE-IN-ASSETS> 54,370,220
<ACCUMULATED-NII-PRIOR> 809,932
<ACCUMULATED-GAINS-PRIOR> 4,044,941
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 857,678
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,524,717
<AVERAGE-NET-ASSETS> 240,078,042
<PER-SHARE-NAV-BEGIN> 22.52
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 2.91
<PER-SHARE-DIVIDEND> (0.25)
<PER-SHARE-DISTRIBUTIONS> (1.51)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 23.77
<EXPENSE-RATIO> 1.23
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000703887
<NAME> PAINEWEBBER AMERICA FUND
<SERIES>
<NUMBER> 1
<NAME> GROWTH & INCOME CLASS B
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 215,723,957
<INVESTMENTS-AT-VALUE> 269,189,944
<RECEIVABLES> 7,140,795
<ASSETS-OTHER> 1,650,341
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 277,981,080
<PAYABLE-FOR-SECURITIES> 4,532,331
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 906,003
<TOTAL-LIABILITIES> 5,438,334
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 213,432,534
<SHARES-COMMON-STOCK> 11,500,493
<SHARES-COMMON-PRIOR> 11,065,771
<ACCUMULATED-NII-CURRENT> 58,653
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5,585,572
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 53,465,987
<NET-ASSETS> 272,542,746
<DIVIDEND-INCOME> 1,834,216
<INTEREST-INCOME> 859,891
<OTHER-INCOME> 0
<EXPENSES-NET> (2,554,997)
<NET-INVESTMENT-INCOME> 139,110
<REALIZED-GAINS-CURRENT> 17,448,436
<APPREC-INCREASE-CURRENT> 14,768,229
<NET-CHANGE-FROM-OPS> 32,355,775
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (790,304)
<DISTRIBUTIONS-OF-GAINS> (16,674,335)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,103,704
<NUMBER-OF-SHARES-REDEEMED> (1,349,077)
<SHARES-REINVESTED> 737,304
<NET-CHANGE-IN-ASSETS> 53,370,776
<ACCUMULATED-NII-PRIOR> 1,071,827
<ACCUMULATED-GAINS-PRIOR> 5,352,890
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 871,214
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,554,997
<AVERAGE-NET-ASSETS> 258,438,145
<PER-SHARE-NAV-BEGIN> 22.37
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 2.90
<PER-SHARE-DIVIDEND> (0.07)
<PER-SHARE-DISTRIBUTIONS> (1.51)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 23.70
<EXPENSE-RATIO> 2.04
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000703887
<NAME> PAINEWEBBER AMERICA FUND
<SERIES>
<NUMBER> 1
<NAME> GROWTH & INCOME CLASS C
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 30,279,573
<INVESTMENTS-AT-VALUE> 37,784,197
<RECEIVABLES> 1,002,301
<ASSETS-OTHER> 231,646
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 39,018,144
<PAYABLE-FOR-SECURITIES> 636,170
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 127,169
<TOTAL-LIABILITIES> 763,339
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 29,957,943
<SHARES-COMMON-STOCK> 1,609,538
<SHARES-COMMON-PRIOR> 1,358,205
<ACCUMULATED-NII-CURRENT> 8,233
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 784,005
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7,504,624
<NET-ASSETS> 38,254,805
<DIVIDEND-INCOME> 257,455
<INTEREST-INCOME> 120,697
<OTHER-INCOME> 0
<EXPENSES-NET> (347,561)
<NET-INVESTMENT-INCOME> 30,591
<REALIZED-GAINS-CURRENT> 2,449,108
<APPREC-INCREASE-CURRENT> 2,072,907
<NET-CHANGE-FROM-OPS> 4,552,606
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (103,224)
<DISTRIBUTIONS-OF-GAINS> (2,139,119)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 368,658
<NUMBER-OF-SHARES-REDEEMED> (214,579)
<SHARES-REINVESTED> 97,255
<NET-CHANGE-IN-ASSETS> 7,711,364
<ACCUMULATED-NII-PRIOR> 131,922
<ACCUMULATED-GAINS-PRIOR> 658,840
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 122,286
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 347,561
<AVERAGE-NET-ASSETS> 34,050,027
<PER-SHARE-NAV-BEGIN> 22.43
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 2.90
<PER-SHARE-DIVIDEND> (0.07)
<PER-SHARE-DISTRIBUTIONS> (1.51)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 23.77
<EXPENSE-RATIO> 2.04
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000703887
<NAME> PAINEWEBBER AMERICA FUND
<SERIES>
<NUMBER> 1
<NAME> GROWTH & INCOME FUND CLASS Y
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 15,943,503
<INVESTMENTS-AT-VALUE> 19,895,012
<RECEIVABLES> 527,754
<ASSETS-OTHER> 121,971
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 20,544,737
<PAYABLE-FOR-SECURITIES> 334,971
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 66,960
<TOTAL-LIABILITIES> 401,931
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15,774,151
<SHARES-COMMON-STOCK> 847,922
<SHARES-COMMON-PRIOR> 651,225
<ACCUMULATED-NII-CURRENT> 4,335
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 412,812
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,951,508
<NET-ASSETS> 20,142,806
<DIVIDEND-INCOME> 135,561
<INTEREST-INCOME> 63,552
<OTHER-INCOME> 0
<EXPENSES-NET> (93,852)
<NET-INVESTMENT-INCOME> 105,261
<REALIZED-GAINS-CURRENT> 1,289,561
<APPREC-INCREASE-CURRENT> 1,091,475
<NET-CHANGE-FROM-OPS> 2,486,297
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (215,598)
<DISTRIBUTIONS-OF-GAINS> (1,066,345)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 213,595
<NUMBER-OF-SHARES-REDEEMED> (75,282)
<SHARES-REINVESTED> 58,385
<NET-CHANGE-IN-ASSETS> 4,048,267
<ACCUMULATED-NII-PRIOR> 63,562
<ACCUMULATED-GAINS-PRIOR> 317,438
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 64,389
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 93,852
<AVERAGE-NET-ASSETS> 17,745,485
<PER-SHARE-NAV-BEGIN> 22.54
<PER-SHARE-NII> 0.15
<PER-SHARE-GAIN-APPREC> 2.89
<PER-SHARE-DIVIDEND> (0.31)
<PER-SHARE-DISTRIBUTIONS> (1.51)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 23.76
<EXPENSE-RATIO> 0.96
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
For the period ended February 29, 1996 Exhibit 77I
File Number 811-3502
PaineWebber America Fund - PaineWebber Growth and Income Fund
The Fund has taken actions during the period covered by this report in
an attempt to conform the nomenclature used for its share classes with
the uniform nomenclature system suggested by the Investment Company
Institute.
Shares of the Fund outstanding prior to November 10, 1995, that had been
designated Class D shares were redesignated Class C shares as of that
date. The Fund continues to offer a class of shares having
characteristics
substantially similar to those which were previously designated Class D
shares prior to November 10, 1995, but these shares are now named Class C
shares.
In addition, shares of the Fund outstanding prior to November 10, 1995,
that had been designated Class C shares were redesignated Class Y shares
as of that date. The Fund continues to offer a class of shares having
ch aracteristics substantially similar to those which were previously
de signated Class C shares prior to November 10, 1995, but these shares
no were named Class Y shares.
The current Prospectuses and Statements of Additional Information for both
the Class A, B, C and Class Y shares of the Fund contain a complete
description of the above referenced share classes and are hereby
incorporated by reference to the Registrant's Registration Statement filed
with the Securities and Exchange Commission through EDGAR on
November 9, 1995, (Accession No. : 0000898432-95-000372) in response
to this Item 77I of Form N-SAR.
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: BE Semi Conductor
2. Date of Purchase: December 4, 1995
3. Date offering commenced: December 4, 1995
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$130,000
7. Aggregate principal amount of offering:
$124,800,00
0
8. Purchase price (net of fees and expenses):
13
9. Initial public offering price: 13
10. Commission, spread or profit: ___ % $.44
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, , the securities were purchased on or before
the fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 12/5/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Estee Lauder
2. Date of Purchase: November 16, 1995
3. Date offering commenced: November 16, 1995
4. Underwriters from whom purchased: Goldman Sachs
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$143,000
7. Aggregate principal amount of offering:
$395,200,00
0
8. Purchase price (net of fees and expenses):
26
9. Initial public offering price: 26
10. Commission, spread or profit: ___ % $.85
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act
of1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, the securities were purchased on or before the
fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x____
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no
purchases were designated as group sales or otherwise allocated to the account
of any Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/20/95
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: MSC Industrial
2. Date of Purchase: December 15, 1995
3. Date offering commenced: December 15, 1995
4. Underwriters from whom purchased: Donaldson Lufkin
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$95,000
7. Aggregate principal amount of offering:
$133,000,00
0
8. Purchase price (net of fees and expenses):
19
9. Initial public offering price: 19
10. Commission, spread or profit: ___ % $.74
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act
of 1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price (or,
if a rights offering, the securities were purchased on or before the fourth
day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 12/18/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Metstools
2. Date of Purchase: December 12, 1995
3. Date offering commenced: December 12, 1995
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$90,000
7. Aggregate principal amount of offering:
$54,000,00
0
8. Purchase price (net of fees and expenses):
18
9. Initial public offering price: 18
10. Commission, spread or profit: ___ % $.74
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price (or,
if a rights offering, the securities were purchased on or before the fourth
day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment
companies advised by Mitchell Hutchins did not exceed 4% of the principal
amount of the offering or $500,000 in principal amount, whichever is
greater, provided that in no event did such amount exceed 10% of the
principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 12/18/95
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Inference
2. Date of Purchase: June 29, 1995
3. Date offering commenced: June 29, 1995
4. Underwriters from whom purchased: Prudential Sec.
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$55,000
7. Aggregate principal amount of offering:
$24,200,00
0
8. Purchase price (net of fees and expenses):
11
9. Initial public offering price: 11
10. Commission, spread or profit: ___ % $.41
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act
of 1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price (or,
if a rights offering, the securities were purchased on or before the
fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous
operation for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment
companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the
offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 10/17/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Ontrack Systems
2. Date of Purchase: July 10, 1995
3. Date offering commenced: July 10, 1995
4. Underwriters from whom purchased: Montgomery Sec.
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$51,000
7. Aggregate principal amount of offering:
$40,800,00
0
8. Purchase price (net of fees and expenses):
17
9. Initial public offering price: 17
10. Commission, spread or profit: ___ % $.66
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, the securities were purchased on or before the
fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment
companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/3/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Red Lion
2. Date of Purchase: July 26, 1995
3. Date offering commenced: July 26, 1995
4. Underwriters from whom purchased: Smith Barney
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$190,000
7. Aggregate principal amount of offering:
$166,250,00
0
8. Purchase price (net of fees and expenses):
19
9. Initial public offering price: 19
10. Commission, spread or profit: ___ % $.70
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, the securities were purchased on or before the
fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/3/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Arcadian
2. Date of Purchase: August 3, 1995
3. Date offering commenced: August 3, 1995
4. Underwriters from whom purchased: Smith Barney
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$193,750
7. Aggregate principal amount of offering:
$209,250,00
0
8. Purchase price (net of fees and expenses): 15
1/2
9. Initial public offering price: 15 1/2
10. Commission, spread or profit: ___ % $.53
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, the securities were purchased on or before the
fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous
operation for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no
purchases were designated as group sales or otherwise allocated to the
account of any Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/3/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Oakley
2. Date of Purchase: August 9, 1995
3. Date offering commenced: August 9, 1995
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$115,000
7. Aggregate principal amount of offering:
$230,000,00
0
8. Purchase price (net of fees and expenses):
23
9. Initial public offering price: 23
10. Commission, spread or profit: ___ % $.875
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, the securities were purchased on or before the
fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation
to that being received by others for underwriting similar securities during
the same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/3/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Netscope
2. Date of Purchase: August 9, 1995
3. Date offering commenced: August 9, 1995
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$36,400
7. Aggregate principal amount of offering:
$140,000,00
0
8. Purchase price (net of fees and expenses):
28
9. Initial public offering price: 28
10. Commission, spread or profit: ___ % $1.175
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, the securities were purchased on or before the
fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/3/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Desk Top Data
2. Date of Purchase: August 11, 1995
3. Date offering commenced: August 11, 1995
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$60,000
7. Aggregate principal amount of offering:
$30,000,00
0
8. Purchase price (net of fees and expenses):
15
9. Initial public offering price: 15
10. Commission, spread or profit: ___ % $.60
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, the securities were purchased on or before the
fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/6/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: AVX Corp.
2. Date of Purchase: August 14, 1995
3. Date offering commenced: August 14, 1995
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$459,000
7. Aggregate principal amount of offering:
$484,500,00
0
8. Purchase price (net of fees and expenses): 25
1/2
9. Initial public offering price: 25 1/2
10. Commission, spread or profit: ___ % $.84
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act
of 1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, , the securities were purchased on or before
the fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous
operation for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/3/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Harbinger
2. Date of Purchase: August 22, 1995
3. Date offering commenced: August 22, 1995
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$48,000
7. Aggregate principal amount of offering:
$36,000,00
0
8. Purchase price (net of fees and expenses):
12
9. Initial public offering price: 12
10. Commission, spread or profit: ___ % $.48
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, , the securities were purchased on or before
the fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous
operation for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/16/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Komag Inc.
2. Date of Purchase: September 14, 1995
3. Date offering commenced: September 14, 1995
4. Underwriters from whom purchased: Goldman Sachs
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$576,700
7. Aggregate principal amount of offering:
$124,100,00
0
8. Purchase price (net of fees and expenses):
73
9. Initial public offering price: 73
10. Commission, spread or profit: ___ % $1.70
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, , the securities were purchased on or before
the fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest
ratings from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the
offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/6/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Depot Tech
2. Date of Purchase: September 29, 1995
3. Date offering commenced: September 29, 1995
4. Underwriters from whom purchased: Dillon Reed
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$108,000
7. Aggregate principal amount of offering:
$26,400,00
0
8. Purchase price (net of fees and expenses):
12
9. Initial public offering price: 12
10. Commission, spread or profit: ___ % $.50
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, , the securities were purchased on or before
the fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous
operation for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/6/95
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Prudential Re
2. Date of Purchase: October 2, 1995
3. Date offering commenced: October 2, 1995
4. Underwriters from whom purchased: Goldman Sachs
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$685,075
7. Aggregate principal amount of offering:
$737,000,00
0
8. Purchase price (net of fees and expenses): 16
3/4
9. Initial public offering price: 16 3/4
10. Commission, spread or profit: ___ % $.57
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, , the securities were purchased on or before
the fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous
operation for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/6/95
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: DST Systems
2. Date of Purchase: October 31, 1995
3. Date offering commenced: October 31, 1995
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$504,000
7. Aggregate principal amount of offering:
$462,000,00
0
8. Purchase price (net of fees and expenses):
21
9. Initial public offering price: 21
10. Commission, spread or profit: ___ % $.73
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, , the securities were purchased on or before
the fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/6/95
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Orinda Healthcorp.
2. Date of Purchase: October 31, 1995
3. Date offering commenced: October 31, 1995
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$1,938,75
0
7. Aggregate principal amount of offering:
$176,250,00
0
8. Purchase price (net of fees and expenses): 17
5/8
9. Initial public offering price: 17 5/8
10. Commission, spread or profit: ___ % $.43
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, , the securities were purchased on or before
the fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/6/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Petes Brewing Co.
2. Date of Purchase: November 6, 1995
3. Date offering commenced: November 6, 1995
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$27,000
7. Aggregate principal amount of offering:
$54,000,00
0
8. Purchase price (net of fees and expenses):
18
9. Initial public offering price: 18
10. Commission, spread or profit: ___ % $.76
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, , the securities were purchased on or before
the fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous
operation for not less than three years.
____x___
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/9/95
<PAGE>
Exhibit 77 O
FORM 10f-3 FUND: PW Growth and Income Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: National Surgery Centers
2. Date of Purchase: November 10, 1995
3. Date offering commenced: November 10, 1995
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebbe
r
6. Aggregate principal amount of purchase:
$54,000
7. Aggregate principal amount of offering:
$36,000,00
0
8. Purchase price (net of fees and expenses):
18
9. Initial public offering price: 18
10. Commission, spread or profit: ___ % $.74
11. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of
1933 which is being offered to the public or are "municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange Act of 1934.
____x __
_______
b. The securities were purchased prior to the end of the end first full
business day of the offering at not more than the initial offering price
(or, if a rights offering, , the securities were purchased on or before
the fourth day preceding the day on which the offering terminated.
____x___
_______
c. The underwriting was a firm commitment underwriting.
____x___
_______
d. The commission, spread or profit was reasonable and fair in relation to
that being received by others for underwriting similar securities during the
same period.
____x___
_______
e. (1) If securities are registered under the Securities Act of 1933, the
issuer of the securities and its predecessor have been in continuous operation
for not less than three years.
____x __
_______
(2) If securities are municipal securities, the issue of securities
has received an investment grade rating from a nationally recognized
statistical rating organization or, if the issuer or entity supplying
the revenues from which the issue is to be paid shall have been in
continuous operation for less than three years (including any
predecessor), the issue has received one of the three highest ratings
from at least one such rating organization.
_ n/a__
_______
f. The amount of such securities purchased by all of the investment companies
advised by Mitchell Hutchins did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever is greater, provided that
in no event did such amount exceed 10% of the principal amount of the offering.
____x___
_______
g. The purchase price was less than 3% of the Fund's total assets.
___ x___
_______
h. No Affiliated Underwriter was a direct or indirect participant in or
beneficiary of the sale or, with respect to municipal securities, no purchases
were designated as group sales or otherwise allocated to the account of any
Affiliated Underwriter.
___ x___
_______
Approved: /s/ Mark Tincher Date: 11/13/95
For filing period ended February 29, 1996 Exhibit 77M
File number 811-3502
PaineWebber America Fund - PaineWebber Growth and Income Fund
The Combined Proxy Statement and Prospectus
(the "Proxy Statement") included in the Registrant's Registration
Statement on Form N-14 filed with the Securities and Exchange
Commission through EDGAR on August 1, 1995, (Accession No. :
0000889812-95-000384), is incorporated herein by reference in
response to this Sub-Item. The transaction described in the
Proxy Statement was approved by the acquired fund s shareholders
and was consummated on October 13, 1995. Pursuant to state law,
no vote of the Registrant's shareholders was required. Actions
required by applicable state law, such as the registration of
additional shares of the Registrant under certain Blue Sky laws,
either have been or will be effected in accordance with such
laws. Two other registered investment companies party to the
transaction both described in the proxy statement, PaineWebber
Global Energy Fund (a series of PaineWebber Investment Series)
and Mitchell Hutchins/Kidder, Peabody Equity Income Fund, Inc.,
intend to terminate / liquidate, respectively.
<PAGE>
SEE ALSO 77Q1 (G)
For filing period ended February 29, 1996 Exhibit 77Q (1) (g)
File number 811-3502
PaineWebber America Fund - PaineWebber Growth and Income Fund
The Combined Proxy Statement and Prospectus (the "Proxy Statement") included
in the Registrant's Registration Statement on Form N-14 filed with the
Securities and Exchange Commission through EDGAR on August 1, 1995,
(Accession No. : 0000889812-95-000384), is incorporated herein by reference
in response to this Sub-Item.
PAINEWEBBER AMERICA FUND
CERTIFICATE OF VICE PRESIDENT AND SECRETARY
I, Dianne E. O'Donnell, Vice President and Secretary of PaineWebber
America Fund ("Trust"), hereby certify that the board of
trustees of the Trust adopted the following resolutions which became
effective on November 10, 1995:
RESOLVED, that the unlimited number of shares of beneficial interest
previously known as the "Class D shares" of PaineWebber Growth and
Income Fund be renamed the "Class C" shares of that Fund; and
be it further
RESOLVED, that the unlimited number of shares of beneficial interest
previously known as the "Class C shares" of PaineWebber Growth and
Income Fund be renamed the "Class Y" shares of that Fund.
Dated: December 15, 1995 By: Diane O'Donnell
Diane O'Donnell
Vice President and Secretary
PaineWebber America Fund
New York, New York (ss)
Subscribed and sworn to before me this 15th day of December, 1995.
Karyn Freeman
Notary Public
