<PAGE> PAGE 1
000 A000000 02/28/97
000 C000000 0000703887
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000 H000000 N
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000 J000000 A
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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
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020 C000001 76
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020 A000003 DONALDSON, LUFKIN & JENRETTE
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020 A000004 SALOMON BROTHERS INC
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020 A000005 LEHMAN BROTHERS
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020 A000006 MORGAN STANLEY AND CO
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<PAGE> PAGE 2
020 C000006 33
020 A000007 SMITH BARNEY SHEARSON
020 B000007 13-3371860
020 C000007 32
020 A000008 PAINEWEBBER INC.
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020 C000008 31
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020 A000010 MERRILL LYNCH PIERCE
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<PAGE> PAGE 3
022 B000010 13-3224016
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<PAGE> PAGE 4
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019 C000100 PAINEWEBBE
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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066 D000100 N
066 E000100 Y
066 F000100 N
066 G000100 N
067 000100 N
068 A000100 N
068 B000100 N
069 000100 N
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070 A020100 Y
070 B010100 Y
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070 C020100 N
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<PAGE> PAGE 8
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070 J020100 N
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070 K020100 N
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<PAGE> PAGE 9
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<PAGE> PAGE 10
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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 FUND CLASS A
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<S> <C>
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<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
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<NET-INVESTMENT-INCOME> 1,613
<REALIZED-GAINS-CURRENT> 18,718
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<NET-CHANGE-FROM-OPS> 50,472
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<DISTRIBUTIONS-OF-INCOME> (1,858)
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<DISTRIBUTIONS-OTHER> 0
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<NUMBER-OF-SHARES-REDEEMED> (771)
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<NET-CHANGE-IN-ASSETS> 48,024
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<OVERDIST-NET-GAINS-PRIOR> 0
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<PER-SHARE-NAV-END> 25.48
<EXPENSE-RATIO> 1.17
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000703887
<NAME> PAINEWEBBER AMERICA FUND
<SERIES>
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<NAME> GROWTH & INCOME CLASS B
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<S> <C>
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<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
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<TOTAL-LIABILITIES> 22,785
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 241,524
<SHARES-COMMON-STOCK> 12,509
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<ACCUMULATED-NII-CURRENT> 188
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 11,076
<OVERDISTRIBUTION-GAINS> 0
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<DIVIDEND-INCOME> 2,189
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<EXPENSES-NET> (2,932)
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<NUMBER-OF-SHARES-SOLD> 1,004
<NUMBER-OF-SHARES-REDEEMED> (1,020)
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<NET-CHANGE-IN-ASSETS> 44,425
<ACCUMULATED-NII-PRIOR> 382
<ACCUMULATED-GAINS-PRIOR> 27,345
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<OVERDIST-NET-GAINS-PRIOR> 0
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<INTEREST-EXPENSE> 0
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<AVERAGE-NET-ASSETS> 303,240
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<PER-SHARE-NII> 0.12
<PER-SHARE-GAIN-APPREC> 4.08
<PER-SHARE-DIVIDEND> (0.05)
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<PER-SHARE-NAV-END> 25.39
<EXPENSE-RATIO> 1.95
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</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 FUND CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> FEB-28-1997
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<EXPENSES-NET> (486)
<NET-INVESTMENT-INCOME> 71
<REALIZED-GAINS-CURRENT> 3,240
<APPREC-INCREASE-CURRENT> 5,217
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<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (104)
<DISTRIBUTIONS-OF-GAINS> 5,668
<DISTRIBUTIONS-OTHER> 0
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<NUMBER-OF-SHARES-REDEEMED> (240)
<SHARES-REINVESTED> 222
<NET-CHANGE-IN-ASSETS> 14,521
<ACCUMULATED-NII-PRIOR> 59
<ACCUMULATED-GAINS-PRIOR> 4,248
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-EXPENSE> 486
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<PER-SHARE-NAV-BEGIN> 24.35
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<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 25.47
<EXPENSE-RATIO> 0.90
<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
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> FEB-28-1997
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<RECEIVABLES> 568
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<SENIOR-EQUITY> 0
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<SHARES-COMMON-PRIOR> 942
<ACCUMULATED-NII-CURRENT> 20
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,161
<OVERDISTRIBUTION-GAINS> 0
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<EXPENSES-NET> (122)
<NET-INVESTMENT-INCOME> 181
<REALIZED-GAINS-CURRENT> 1,888
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<DISTRIBUTIONS-OF-INCOME> (208)
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<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-EXPENSE> 122
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<PER-SHARE-NAV-BEGIN> 24.33
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<PER-SHARE-DIVIDEND> (0.06)
<PER-SHARE-DISTRIBUTIONS> (3.02)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 25.46
<EXPENSE-RATIO> 1.94
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</TABLE>
If filing more than one
Page 32, "X" box: (
For period ending February 28, 1997
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 N
D. Policies with respect to security investments N
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 February 28, 1997
File number 811-3502
Attachment Information (Cont. from Screen 38)
77. Q. 1. Exhibits N
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 investmentcompany subsidiaries
consolidated in this report.
811 Number Subsidiary Name
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Travelers/Aetna (TAP)
2. Date of Purchase:4/22/96
3. Date offering commenced:4/22/96
4. Underwriters from whom purchased: Smith Barney
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $250,000
7. Aggregate principal amount of offering: $875,000,000
8. Purchase price (net of fees and expenses): $25
9. Initial public offering price: $25
10. Commission, spread or profit: % $0.71
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:Mark Tincher Date: 4/29/96
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Titanium Metals Corp.
2. Date of Purchase: 6/4/96
3. Date offering commenced: 6/4/96
4. Underwriters from whom purchased: Salomon Brothers
5. "Affiliated Underwriter" managing or participating
in syndicate: PaineWebber
6. Aggregate principal amount of purchase: $1,380,000
7. Aggregate principal amount of offering: $333,500,000
8. Purchase price (net of fees and expenses): $23
9. Initial public offering price: $23
10. Commission, spread or profit: % $0.86
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:Mark Tincher Date: 4/29/96
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Interstate Hotel (IHC)
2. Date of Purchase: 6/19/96
3. Date offering commenced: 6/19/96
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $294,000
7. Aggregate principal amount of offering: $231,000,000
8. Purchase price (net of fees and expenses): $21
9. Initial public offering price: $21
10. Commission, spread or profit: % $0.75
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:Mark Tincher Date: 4/29/96
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Donna Karan
2. Date of Purchase: 6/27/96
3. Date offering commenced: 6/27/96
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $120,000
7. Aggregate principal amount of offering: $255,000,000
8. Purchase price (net of fees and expenses): $24
9. Initial public offering price: $24
10. Commission, spread or profit: % $0.87
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:Mark Tincher Date: 4/29/96
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: KMART Convertible Preferred
2. Date of Purchase: 6/6/96
3. Date offering commenced: 6/6/96
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $3,500,000
7. Aggregate principal amount of offering: $875,000,000
8. Purchase price (net of fees and expenses): $52
9. Initial public offering price: $52
10. Commission, spread or profit: % $0.84
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:Mark Tincher Date: 4/29/96
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Texas Gas Corp.
2. Date of Purchase: 7/22/96
3. Date offering commenced: 7/22/96
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $2,012,500
7. Aggregate principal amount of offering: $108,500,000
8. Purchase price (net of fees and expenses): $35
9. Initial public offering price: $35
10. Commission, spread or profit: % $0.83
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:Mark Tincher Date: 4/29/96
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Airnet (ANSY)
2. Date of Purchase: 5/31/96
3. Date offering commenced: 5/31/96
4. Underwriters from whom purchased: Dillon Reed
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $140,000
7. Aggregate principal amount of offering: $78,400,000
8. Purchase price (net of fees and expenses): $14
9. Initial public offering price: $14
10. Commission, spread or profit: % $0.58
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:Mark Tincher Date: 4/29/96
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: IMAGYN (IGYN)
2. Date of Purchase: 5/30/96
3. Date offering commenced: 5/30/96
4. Underwriters from whom purchased: Dillon Reed
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $150,000
7. Aggregate principal amount of offering: $37,500,000
8. Purchase price (net of fees and expenses): $15
9. Initial public offering price: $15
10. Commission, spread or profit: % $0.63
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:Mark Tincher Date: 4/29/96
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Stage Stores
2. Date of Purchase: 10/24/96
3. Date offering commenced: 10/24/96
4. Underwriters from whom purchased: First Boston
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $247,500
7. Aggregate principal amount of offering: $186,500,000
8. Purchase price (net of fees and expenses): $16.50
9. Initial public offering price: $16.50
10. Commission, spread or profit: % $0.60
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:Mark Tincher Date: 4/29/96
FORM 10f-3 FUND: PW Growth and Income
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Monterey Resources
2. Date of Purchase: 11/13/96
3. Date offering commenced: 11/13/96
4. Underwriters from whom purchased: Goldman Sachs
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $217,500
7. Aggregate principal amount of offering: $118,175,000
8. Purchase price (net of fees and expenses): $14.50
9. Initial public offering price: $14.50
10. Commission, spread or profit: % $0.58
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:Mark Tincher Date: 4/29/96
