<PAGE> PAGE 1
000 B000000 08/31/96
000 C000000 0000703887
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000 F000000 Y
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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
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007 C010300 3
007 C010400 4
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007 C010700 7
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020 B000001 13-3299429
020 C000001 135
020 A000002 SALOMON BROTHERS
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020 C000002 128
020 A000003 MORGAN STANLEY
020 B000003 13-2655998
020 C000003 110
020 A000004 ALEX BROWN & SONS
020 B000004 52-1715615
020 C000004 103
020 A000005 MERRILL LYNCH
020 B000005 13-5674085
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020 A000006 DONALDSON, LUFKIN & JENRETTE
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<PAGE> PAGE 2
020 C000006 62
020 A000007 SMITH BARNEY SHEARSON
020 B000007 13-3371860
020 C000007 46
020 A000008 GOLDMAN, SACHS & CO.
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020 C000008 40
020 A000009 CS FIRST BOSTON
020 B000009 00-0000000
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020 A000010 PAINEWEBBER INC.
020 B000010 13-2638166
020 C000010 32
021 000000 1246
022 A000001 DAIWA SECURITIES
022 B000001 13-5680329
022 C000001 3544926
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<PAGE> PAGE 3
022 B000010 00-0000000
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026 G020000 N
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077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
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077 Q020000 N
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086 D010000 0
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008 B000101 A
008 C000101 801-13219
008 D010101 NEW YORK
<PAGE> PAGE 4
008 D020101 NY
008 D030101 10019
008 A000102 DELETE
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.
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011 C010101 NEW YORK
011 C020101 NY
011 C030101 10019
012 A000101 PFPC, INC.
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012 C020101 DE
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013 B020101 NY
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014 A000102 MITCHELL HUTCHINS ASSET MANAGEMENT INC.
014 B000102 8-21901
015 A000101 STATE STREET BANK AND TRUST COMPANY
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015 C020101 MA
015 C030101 02171
015 E010101 X
018 000100 Y
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019 C000100 PAINEWEBBE
024 000100 N
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025 D000106 0
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<PAGE> PAGE 5
028 B030100 0
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<PAGE> PAGE 6
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050 000100 N
051 000100 N
052 000100 N
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054 B000100 Y
054 C000100 Y
054 D000100 N
054 E000100 N
054 F000100 N
054 G000100 Y
054 H000100 Y
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057 000100 N
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<PAGE> PAGE 7
060 A000100 Y
060 B000100 Y
061 000100 1000
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063 B000100 0.0
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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
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070 G010100 Y
070 G020100 N
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<PAGE> PAGE 8
070 I020100 N
070 J010100 Y
070 J020100 N
070 K010100 N
070 K020100 N
070 L010100 Y
070 L020100 Y
070 M010100 N
070 M020100 N
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070 O020100 N
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070 Q020100 N
070 R010100 N
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<PAGE> PAGE 9
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073 A020100 0.0000
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074 B000100 52915
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074 D000100 7262
074 E000100 19687
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074 U010100 11334
074 U020100 14164
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074 X000100 51368
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075 A000100 0
075 B000100 582168
076 000100 0.00
080 A000100 ICI MUTUAL INSURANCE CO.
080 C000100 45000
081 A000100 Y
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082 A000100 N
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083 A000100 N
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<PAGE> PAGE 10
084 B000100 0
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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 CLASS A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 232,487,216
<INVESTMENTS-AT-VALUE> 269,505,180
<RECEIVABLES> 7,295,721
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<OTHER-ITEMS-ASSETS> 36,558
<TOTAL-ASSETS> 276,837,459
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<OTHER-ITEMS-LIABILITIES> 821,763
<TOTAL-LIABILITIES> 821,763
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 211,622,643
<SHARES-COMMON-STOCK> 11,334,133
<SHARES-COMMON-PRIOR> 8,306,737
<ACCUMULATED-NII-CURRENT> 371,841
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 27,003,249
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 37,017,964
<NET-ASSETS> 276,015,697
<DIVIDEND-INCOME> 4,029,964
<INTEREST-INCOME> 1,593,162
<OTHER-INCOME> 0
<EXPENSES-NET> (3,134,755)
<NET-INVESTMENT-INCOME> 2,488,371
<REALIZED-GAINS-CURRENT> 38,617,819
<APPREC-INCREASE-CURRENT> (869,835)
<NET-CHANGE-FROM-OPS> 40,236,355
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,309,904)
<DISTRIBUTIONS-OF-GAINS> (14,113,535)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,206,132
<NUMBER-OF-SHARES-REDEEMED> (1,907,414)
<SHARES-REINVESTED> 728,678
<NET-CHANGE-IN-ASSETS> 89,552,750
<ACCUMULATED-NII-PRIOR> 809,932
<ACCUMULATED-GAINS-PRIOR> 4,044,941
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,814,627
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,134,755
<AVERAGE-NET-ASSETS> 257,244,438
<PER-SHARE-NAV-BEGIN> 22.52
<PER-SHARE-NII> 0.22
<PER-SHARE-GAIN-APPREC> 3.46
<PER-SHARE-DIVIDEND> (0.34)
<PER-SHARE-DISTRIBUTIONS> (1.51)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 24.35
<EXPENSE-RATIO> 1.20
<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> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 233,950,341
<INVESTMENTS-AT-VALUE> 271,201,273
<RECEIVABLES> 7,341,636
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<OTHER-ITEMS-ASSETS> 36,788
<TOTAL-ASSETS> 278,579,697
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<OTHER-ITEMS-LIABILITIES> 826,934
<TOTAL-LIABILITIES> 826,934
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 212,954,460
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<SHARES-COMMON-PRIOR> 11,065,771
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<OVERDISTRIBUTION-NII> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 37,250,932
<NET-ASSETS> 277,752,763
<DIVIDEND-INCOME> 4,055,326
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<EXPENSES-NET> (5,235,918)
<NET-INVESTMENT-INCOME> 422,596
<REALIZED-GAINS-CURRENT> 38,860,855
<APPREC-INCREASE-CURRENT> (875,309)
<NET-CHANGE-FROM-OPS> 38,408,142
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<DISTRIBUTIONS-OF-INCOME> (985,947)
<DISTRIBUTIONS-OF-GAINS> (16,674,335)
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<NUMBER-OF-SHARES-SOLD> 2,145,465
<NUMBER-OF-SHARES-REDEEMED> (2,507,693)
<SHARES-REINVESTED> 744,676
<NET-CHANGE-IN-ASSETS> 28,636,732
<ACCUMULATED-NII-PRIOR> 1,071,827
<ACCUMULATED-GAINS-PRIOR> 5,352,890
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,826,047
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,235,918
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<PER-SHARE-NAV-BEGIN> 22.37
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> 3.45
<PER-SHARE-DIVIDEND> (0.09)
<PER-SHARE-DISTRIBUTIONS> (1.51)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 24.26
<EXPENSE-RATIO> 1.99
<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> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 36,343,226
<INVESTMENTS-AT-VALUE> 42,130,005
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 128,461
<TOTAL-LIABILITIES> 128,461
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 33,081,602
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<OVERDISTRIBUTION-NII> 0
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,786,779
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<OTHER-INCOME> 0
<EXPENSES-NET> (773,939)
<NET-INVESTMENT-INCOME> 105,088
<REALIZED-GAINS-CURRENT> 6,036,874
<APPREC-INCREASE-CURRENT> (135,976)
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<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (142,026)
<DISTRIBUTIONS-OF-GAINS> (2,139,119)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 678,294
<NUMBER-OF-SHARES-REDEEMED> (361,631)
<SHARES-REINVESTED> 98,756
<NET-CHANGE-IN-ASSETS> 13,298,017
<ACCUMULATED-NII-PRIOR> 131,922
<ACCUMULATED-GAINS-PRIOR> 658,840
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 283,669
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 773,939
<AVERAGE-NET-ASSETS> 37,639,574
<PER-SHARE-NAV-BEGIN> 22.43
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 3.46
<PER-SHARE-DIVIDEND> (0.10)
<PER-SHARE-DISTRIBUTIONS> (1.51)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 24.33
<EXPENSE-RATIO> 1.99
<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 CLASS Y
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 19,324,199
<INVESTMENTS-AT-VALUE> 22,401,110
<RECEIVABLES> 606,416
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 3,038
<TOTAL-ASSETS> 23,010,564
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 68,304
<TOTAL-LIABILITIES> 68,304
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 17,589,948
<SHARES-COMMON-STOCK> 942,279
<SHARES-COMMON-PRIOR> 651,225
<ACCUMULATED-NII-CURRENT> 30,907
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,244,494
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,076,911
<NET-ASSETS> 22,942,260
<DIVIDEND-INCOME> 334,968
<INTEREST-INCOME> 132,423
<OTHER-INCOME> 0
<EXPENSES-NET> (211,380)
<NET-INVESTMENT-INCOME> 256,011
<REALIZED-GAINS-CURRENT> 3,209,890
<APPREC-INCREASE-CURRENT> (72,300)
<NET-CHANGE-FROM-OPS> 3,393,601
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (323,508)
<DISTRIBUTIONS-OF-GAINS> (1,066,345)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 353,430
<NUMBER-OF-SHARES-REDEEMED> (125,158)
<SHARES-REINVESTED> 62,782
<NET-CHANGE-IN-ASSETS> 8,623,096
<ACCUMULATED-NII-PRIOR> 63,562
<ACCUMULATED-GAINS-PRIOR> 317,438
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 150,831
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 211,380
<AVERAGE-NET-ASSETS> 19,601,845
<PER-SHARE-NAV-BEGIN> 22.54
<PER-SHARE-NII> 0.30
<PER-SHARE-GAIN-APPREC> 3.45
<PER-SHARE-DIVIDEND> (0.43)
<PER-SHARE-DISTRIBUTIONS> (1.51)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 24.35
<EXPENSE-RATIO> 0.92
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
If filing more than one Page 32, "X" box: (
For period ending August 31, 1996
File number 811-3502
77. A. Is the Registrant filing any of the following attachments
with the current filing of Form N-SAR? (ANSWER FOR ALL SERIES AS A GROUP)
___Y__
Y/N
NOTE: If answer is "Y" (Yes), mark those items below being filed as an
attachment to this form or incorporated by reference. ______
Y/N
B. Accountant's report on internal control ______ ______
C. Matters submitted to a vote of security holders __Y __
D. Policies with respect to security investments __Y___
E. Legal proceedings __N___
F. Changes in security for debt __N___
G. Defaults and arrears on senior securities __N__
H. Changes in control of Registrant __N___
I. Terms of new or amended securities __N___
J. Revaluation of assets or restatement of capital share account
__N___
K. Changes in Registrant's certifying accountant __N___
L. Changes in accounting principles and practices __N___
M. Mergers __N___
N. Actions required to be reported pursuant to Rule 2a-7 __N__
O. Transactions effected pursuant to Rule 10f-3 __Y___
P. Information required to be filed pursuant to existing
exemptive orders __N___
Attachment Information (Cont. On Screen 39)
If filing more than one Page 32, "X" box: (
For period ending August 31, 1996
File number 811-3502
Attachment Information (Cont. from Screen 38)
77. Q. 1. Exhibits ___Y__
Y/N
2. Any information called for by instructions to sub-item
77Q2 ___N__
Y/N
3. Any information called for by instructions to sub-item
77Q3 __N___
Y/N
SCREEN NUMBER: 39
__ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __
79. ( List the "811" numbers and names of Registrant's wholly-owned
investment company subsidiaries consolidated in this report.
811 Number Subsidiary Name
If filing more than one Page 46, "X" box: (
For period ending August 31, 1996
File number 811-3502
ANNUAL SUPPLEMENT
Page 53 is to be filed only once each year at the end of Registrant's fiscal
year.
105. Fidelity bond(s) in effect at the end of the period:
A. ( Insurer Name: ICI Mutual Insurance Co.
B. ( Second Insurer:
C. ( Aggregate face amount of coverage for Registrant on
all bonds on which it is named as an insured ($000's omitted) $45,000
106. A. ( Is the bond part of a joint fidelity bond(s) shared
with other investment companies or other entities? __Y___
Y/N
B. ( If the answer to 106A is "Y" (Yes), how many other
investment companies or other entities are covered by the bond?_69_
NOTE: Count each series as a separate investment
company.
107. A. ( Does the mandatory coverage of the fidelity bond have
a deductible? __N___
Y/N
B. ( If the answer to 107A is "Y" (Yes), what is the amount
of the deductible? $_____
108. A. ( Were any claims with respect to this Registrant filed
under the bond during the period? __N__
Y/N
B. ( If the answer to 108A is "Y" (Yes), what was the total
amount of such claim(s)? $_____
109. A. ( Were any losses incurred with respect to this
Registrant that could have been filed as a claim under the fidelity bond but
were not? __N___ Y/N
B. ( If the answer to sub-item 109A is "Y" (Yes), what was
the total amount of such losses? ($000's omitted) $_____
110. A. ( Are Registrant's officers and directors covered as
officers and directors of Registrant under any errors and omissions insurance
policy owned by the Registrant or anyone else? __Y__
Y/N
B. ( Were any claims filed under such policy during the
period with respect to Registrant? __N___
Y/N
For period ending August 31, 1996 Attachment 77C
File Number 811-3502
PaineWebber America Fund - Growth and Income Fund
A special meeting of shareholders was held on April 15, 1996, at which the
following proposals were approved:
To vote for or against the following changes to the Fund's fundamental
investment restrictions and policies (the enumeration below follows that used
in the related proxy statement):Shares VotedForShares VotedAgainstShares
Abstain 1. Modification of Fundamental Restriction on Portfolio
Diversification for Diversified Funds11,733,361153,852820,769 2.
Modification of Fundamental Restriction on Concentration11,733,361153,852820,
769 3. Modification of Fundamental Restriction on Senior Securities and
Borrowing11,733,361153,852820,769 4. Modification of Fundamental Restriction
on Making Loans11,733,361153,852820,769 5. Modification of Fundamental
Restriction on Underwriting Securities11,733,361153,852820,769 6.
Modification of Fundamental Restriction on Real Estate Investments
11,733,361153,852820,769 7. Modification of Fundamental Restriction on
Investing in Commodities11,733,361153,852820,769 8. Elimination of
Fundamental Restriction on Margin Transactions11,733,361153,852820,769 9.
Elimination of Fundamental Restriction on Short Sales11,733,361153,852820,
76910. Elimination of Fundamental Restiction on Investments in Oil, Gas and
Mineral Leases and Programs11,733,361153,852820,76911. Elimination of
Fundamental Restriction on Investments in other Investment Companies
11,733,361153,852820,76913. Elimination of Fundamental Restriction Relating
to Purchases of Securities Not Permitted under Investment Objectives
11,733,361153,852820,769 In addition to the item noted above, the Fund's
shareholders elected board members. Pursuant to Instruction 2 of Sub-Item
77C of Form N-SAR, it is not necessary to provide in this exhibit details
concerning shareholder action on this proposal since there were no
solicitations in opposition to the registrant's nominees and all of the
nominees were elected.
A more complete description of the proposal referred to above is
hereby incorporated by reference to the Fund's proxy materials dated
February 28, 1996 relating to the Special Meeting of Shareholders.
These Schedule 14A materials were filed with the Securities and
Exchange Commission via EDGAR on February 28, 1996; the accession
code number was 0000950112-96-000634.
For period ending August 31, 1996 Attachment 77D
File Number 811-3502
PaineWebber Growth and Income Fund eliminated its policy of generally
not investing in stocks of issuers with maket capitalization below
$300 million.
ATTACHMENT 77O
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Berg Electronics
2. Date of Purchase: 3/1/96 3. Date offering commenced:3/1/96
4. Underwriters from whom purchased: Donaldson Lufkin
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $273,000
7. Aggregate principal amount of offering: $136,500,000
8. Purchase price (net of fees and expenses): $21
9. Initial public offering price: $21
10. Commission, spread or profit: % 80cents
11. Have the following conditions been satisfied?
YESNOa. 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.Xb.
The securities were purchased prior to the end of the 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.Xc. The
underwriting was a firm commitment underwriting.Xd. 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.Xe. (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/Af. 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.Xg. The purchase price was less
than 3% of the Fund's total assets.Xh. 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.XApproved:
Mark Tincher Date: 3/4/96
ATTACHMENT 77OFORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3
Procedures1. Issuer: B. E. Semi Conductor 2. Date of Purchase:
12/4/95 3. Date offering commenced: 12/4/95 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:
$124,800,000
8. Purchase price (net of fees and expenses):$13
9. Initial public offering price: $13
10. Commission, spread or profit: % 44cents
11. Have the following conditions been satisfied?YESNOa. 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.Xb. 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.Xc. The underwriting
was a firm commitment underwriting.Xd. 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.Xe. (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/Af. 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.Xg. The purchase
price was less than 3% of the Fund's total assets.Xh. 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.XApproved: Date: 12/5/95
ATTACHMENT 77OFORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3
Procedures1. Issuer: Estee Lauder 2. Date of Purchase:
11/16/95 3. Date offering commenced: 11/16/95
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: $395,200,000
8. Purchase price (net of fees and expenses): $26
9. Initial public offering price: $26
10. Commission, spread or profit: % 85cents
11. Have the following conditions been satisfied?YESNOa. 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.Xb. 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.Xc. The underwriting
was a firm commitment underwriting.Xd. 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.Xe. (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/Af. 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.Xg. The purchase price was less than 3% of
the Fund's total assets.Xh. 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.XApproved:
Mark Tincher Date: 11/20/95
ATTACHMENT 77O FORM 10f-3 FUND: PW Growth and IncomeRecord of
Securities Purchased Under the Fund's Rule 10f-3 Procedures1.
Issuer: Lucent 2. Date of Purchase: 4/3/96 3. Date
offering commenced:4/3/96 4. Underwriters from whom purchased:
Morgan Stanley 5. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber 6. Aggregate principal
amount of purchase: $1,080,000 7. Aggregate principal amount
of offering: $3,024,000,000
8. Purchase price (net of fees and expenses): $27
9. Initial public offering price: $27
10. Commission, spread or profit: % 65cents
11. Have the following conditions been satisfied?YESNOa. 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.Xb. 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.Xc. The underwriting
was a firm commitment underwriting.Xd. 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.Xe. (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/Af. 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.Xg. The purchase price was
less than 3% of the Fund's total assets.Xh. 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.XApproved:
Mark Tincher Date: 4/9/96
ATTACHMENT 77OFORM 10f-3 FUND: PW Growth and Income Record
of Securities Purchased Under the Fund's Rule 10f-3 Procedures1.
Issuer: Mossimo (MGX) 2. Date of Purchase: 2/22/96 3.
Date offering commenced: 2/22/96 4. Underwriters from whom
purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $135,000
7. Aggregate principal amount of offering: $72,000,000
8. Purchase price (net of fees and expenses): $18
9. Initial public offering price: $18
10. Commission, spread or profit: % 74cents
11. Have the following conditions been satisfied?YESNOa. 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.Xb. 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.Xc. The
underwriting was a firm commitment underwriting.Xd. 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.Xe. (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/Af. 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.Xg.
The purchase price was less than 3% of the Fund's total assets.Xh. 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.XApproved: Mark Tincher Date: 3/4/96
ATTACHMENT 77O
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: MSC Industrial (MSM)
2. Date of Purchase: 12/15/95 3. Date offering commenced: 12/15/95
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: $133,000,000
8. Purchase price (net of fees and expenses): $19
9. Initial public offering price: $19
10. Commission, spread or profit: % 74cents
11. Have the following conditions been satisfied?YESNOa. 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.Xb. 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.Xc. The
underwriting was a firm commitment underwriting.Xd. 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.Xe. (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/Af. 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.Xg.
The purchase price was less than 3% of the Fund's total assets.Xh. 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.XApproved: Mark Tincher Date: 12/18/95
ATTACHMENT 77OFORM 10f-3 FUND: PW Growth and Income Record
of Securities Purchased Under the Fund's Rule 10f-3 Procedures1.
Issuer: MSC Industrial (MSM) 2. Date of Purchase: 12/15/95
3. Date offering commenced: 12/15/95 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: $133,000,000
8. Purchase price (net of fees and expenses): $19
9. Initial public offering price: $19
10. Commission, spread or profit: % 74cents
11. Have the following conditions been satisfied?YESNOa. 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.Xb. 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.Xc. The
underwriting was a firm commitment underwriting.Xd. 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.Xe. (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/Af. 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.Xg.
The purchase price was less than 3% of the Fund's total assets.Xh. 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.XApproved: Mark Tincher Date: 12/18/95
ATTACHMENT 77O
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Sterling Commerce Inc.
2. Date of Purchase: 3/8/96 3. Date offering commenced:3/8/96
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $312,000
7. Aggregate principal amount of offering: $288,000,000
8. Purchase price (net of fees and expenses): $24
9. Initial public offering price: $24
10. Commission, spread or profit: % 80cents
11. Have the following conditions been satisfied?YESNOa. 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.Xb. 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.Xc. The
underwriting was a firm commitment underwriting.Xd. 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.Xe.
(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/Af. 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.Xg.
The purchase price was less than 3% of the Fund's total assets.Xh. 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.XApproved: Mark Tincher Date: 4/9/96
ATTACHMENT 77OFORM 10f-3 FUND: PW Growth and Income Record
of Securities Purchased Under the Fund's Rule 10f-3 Procedures1.
Issuer: Superior Services 2. Date of Purchase: 3/8/96
3. Date offering commenced:3/8/96 4. Underwriters from
whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $46,000
7. Aggregate principal amount of offering: $40,825,000
8. Purchase price (net of fees and expenses): $11.50
9. Initial public offering price: $11.50
10. Commission, spread or profit: % 46cents
11. Have the following conditions been satisfied?YESNOa. 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.Xb. 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.Xc.
The underwriting was a firm commitment underwriting.Xd. 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.Xe.
(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/Af. 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.Xg. The purchase price was less than 3% of the Fund's total
assets.Xh. 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.XApproved:
Mark Tincher Date: 4/9/96
ATTACHMENT 77OFORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: TWA
2. Date of Purchase: 3/18/96 3. Date offering commenced:3/18/96
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $3,750,000
7. Aggregate principal amount of offering: $175,000,000
8. Purchase price (net of fees and expenses): $50
9. Initial public offering price: $50
10. Commission, spread or profit: % $0.975
11. Have the following conditions been satisfied?YESNOa. 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.Xb. 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.Xc. The
underwriting was a firm commitment underwriting.Xd. 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.Xe.
(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/Af. 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.Xg. The purchase price was less than 3% of the Fund's
total assets.Xh. 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.XApproved:
Mark Tincher Date: 4/9/96
ATTACHMENT 77OFORM 10f-3 FUND: PW Growth and Income Record
of Securities Purchased Under the Fund's Rule 10f-3 Procedures1.
Issuer: Xiekom N.V. ADR 2. Date of Purchase: 3/19/96
3. Date offering commenced:3/19/96 4. Underwriters from
whom purchased: Alex Brown 5. "Affiliated Underwriter"
managing or participating in syndicate: PaineWebber
6. Aggregate principal amount of purchase: $180,000
7. Aggregate principal amount of offering: $96,000,000
8. Purchase price (net of fees and expenses): $15
9. Initial public offering price: $15
10. Commission, spread or profit: % $0.60
11. Have the following conditions been satisfied?YESNOa. 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.Xb. 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.Xc. The
underwriting was a firm commitment underwriting.Xd. 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.Xe.
(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/Af. 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.Xg. The purchase price was less than 3% of the Fund's total
assets.Xh. 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.XApproved:
Mark Tincher Date: 4/9/96
Board of Trustees
PaineWebber Growth and Income Fund
In planning and performing our audit of the financial statements of
PaineWebber Growth and Income Fund for the year ended August 31, 1996,
we considered its internal control structure, including procedures for
safeguarding securities, in order to determine our auditing procedures
for the purpose of expressing our opinion on the financial statements and
to comply with the requirements of Form N-SAR, not to provide assurance on
the internal control structure.
The management of PaineWebber Growth and Income Fund is responsible for
establishing and maintaining an internal control structure. In fulfilling
this responsibility, estimates and judgments by management are required to
assess the expected benefits and related costs of internal control structure
policies and procedures. Two of the objectives of an internal control
structure are to provide management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition and that transactions are executed in accordance with management's
authorization and recorded properly to permit preparation of financial
statements in conformity with generally accepted accounting principles.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and may not be detected. Also, projection of any
evaluation of the structure to future periods is subject to the risk that it
may become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of the internal control structure would not necessarily
disclose all matters in the internal control structure that might be material
weaknesses under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce
to a relatively low level the risk that errors or irregularities in amounts
that would be material in relation to the financial statements being audited
may occur and not be detected within a timely period by employees in the
normal course of performing their assigned functions. However, we noted no
matters involving the internal control structure, including procedures for
safeguarding securities, that we consider to be material weaknesses as defined
above as of August 31, 1996.
This report is intended solely for the information and use of management and
the Securities and Exchange Commission.
ERNST & YOUNG LLP
October 21, 1996
