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TITLE TREASURER
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<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> 14275
<INVESTMENTS-AT-VALUE> 21600
<RECEIVABLES> 128
<ASSETS-OTHER> 20
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 21748
<PAYABLE-FOR-SECURITIES> 49
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 72
<TOTAL-LIABILITIES> 121
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 13614
<SHARES-COMMON-STOCK> 902
<SHARES-COMMON-PRIOR> 930
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (74)
<ACCUMULATED-NET-GAINS> 763
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 7324
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<DIVIDEND-INCOME> 42
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<REALIZED-GAINS-CURRENT> 1703
<APPREC-INCREASE-CURRENT> 1241
<NET-CHANGE-FROM-OPS> 2940
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</TABLE>
For filing period ended February 29, 1996 Attachment 77M
File number 811-4180
PaineWebber Olympus Fund - PaineWebber Growth 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 June 5, 1995,
(Accession No. : 0000950112-95-001530), is incorporated herein by reference
in response to this Sub-Item. The transaction described in the Proxy
Statement was approved by shareholders of the acquired funds and was
consummated on August 18, 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
Communications & Technology Growth Fund (a series of PaineWebber Olympus
Fund) and PaineWebber Blue Chip Growth Fund (a series of PaineWebber Master
Series Inc.) have ceased operations but are series of entities having at
least one series which continues to operate.
<PAGE>
SEE ALSO 77Q1 (G)
For filing period ended February 29, 1996 Exhibit 77Q (1) (g)
File number 811-4180
PaineWebber Olympus Fund - PaineWebber Growth 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 June 5, 1995,
(Accession No. : 0000950112-95-001530), is incorporated herein by reference
in response to this Sub-Item.
Attachment 77 O
FORM 10f-3 FUND: PW Growth 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:
$76,000
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: ___ % $.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/ Ellen R. Harris Date: 12/18/95
<PAGE>
Attachment 77 O
FORM 10f-3 FUND: PW Growth 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:
PaineWebber
6. Aggregate principal amount of purchase:
$72,000
7. Aggregate principal amount of offering:
$54,000,000
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/ Ellen R. Harris Date: 12/18/95
<PAGE>
Attachment 77 O
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Norwood Promotional Products
2. Date of Purchase: December 14, 1995 3. Date offering commenced:
December 14, 1995
4. Underwriters from whom purchased: Allen & Co.
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$850,000
7. Aggregate principal amount of offering:
$46,750,000
8. Purchase price (net of fees and expenses):
17
9. Initial public offering price: 17
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/ Ellen R. Harris Date: 12/18/95
<PAGE>
Attachment 77 O
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Waters Corp.
2. Date of Purchase: November 16, 1995 3. Date offering commenced:
November 16, 1995
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$2,100,000
7. Aggregate principal amount of offering:
$163,500,000
8. Purchase price (net of fees and expenses):
15
9. Initial public offering price: 15
10. Commission, spread or profit: ___ % $.52
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/ Ellen R. Harris Date: 11/20/95
<PAGE>
Attachment 77 O
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: United Int l Holdings - Class A
2. Date of Purchase: November 17, 1995 3. Date offering commenced:
November 17, 1995
4. Underwriters from whom purchased: Smith Barney and Hanifen Imhoff
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$382,500
7. Aggregate principal amount of offering:
$57,375,000
8. Purchase price (net of fees and expenses): 12
3/4
9. Initial public offering price: 12 3/4
10. Commission, spread or profit: ___ % $.38
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/ Ellen R. Harris Date: 11/20/95
<PAGE>
Attachment 77 O
FORM 10f-3 FUND: PW Growth 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:
$156,000
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: ___ % $.85
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/ Ellen R. Harris Date: 11/20/95
<PAGE>
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Microcom
2. Date of Purchase: June 22, 1995 3.Date offering commenced: June 22, 1995
4. Underwriters from whom purchased: Dillon Read
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$1,406,250
7. Aggregate principal amount of offering:
$57,500,000
8. Purchase price (net of fees and expenses): 15
5/8
9. Initial public offering price: 15 5/8
10. Commission, spread or profit: ___ % $.54
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/ Ellen R. Harris Date: 11/3/95<PAGE>
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Mobile Media
2. Date of Purchase: July 6, 1995 3.Date offering commenced: July 6, 1995
4. Underwriters from whom purchased: Lehman Bros.
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$1,202,500
7. Aggregate principal amount of offering:
$136,000,000
8. Purchase price (net of fees and expenses): 18
1/2
9. Initial public offering price: 18 1/2
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/ Ellen R. Harris Date: 11/3/95<PAGE>
FORM 10f-3 FUND: PW Growth 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:
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$100,750
7. Aggregate principal amount of offering:
$209,250,000
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/ Ellen R. Harris Date: 11/3/95<PAGE>
FORM 10f-3 FUND: PW Growth 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:
$69,000
7. Aggregate principal amount of offering:
$230,000,000
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/ Ellen R. Harris Date: 11/3/95<PAGE>
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Netscape
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:
PaineWebber
6. Aggregate principal amount of purchase:
$19,600
7. Aggregate principal amount of offering:
$140,000,000
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/ Ellen R. Harris Date: 11/3/95<PAGE>
FORM 10f-3 FUND: PW Growth 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:
PaineWebber
6. Aggregate principal amount of purchase:
$42,000
7. Aggregate principal amount of offering:
$30,000,000
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/ Ellen R. Harris Date: 11/6/95<PAGE>
FORM 10f-3 FUND: PW Growth 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:
PaineWebber
6. Aggregate principal amount of purchase:
$267,750
7. Aggregate principal amount of offering:
$484,500,000
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/ Ellen R. Harris Date: 11/3/95<PAGE>
FORM 10f-3 FUND: PW Growth 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:
$27,600
7. Aggregate principal amount of offering:
$36,000,000
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/ Ellen R. Harris Date: 11/6/95
<PAGE>
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Creative Computers
2. Date of Purchase: August 24, 1995 3. Date offering commenced:
August 24, 1995
4. Underwriters from whom purchased: William Blair
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$262,500
7. Aggregate principal amount of offering:
$52,500,000
8. Purchase price (net of fees and expenses): 26
1/4
9. Initial public offering price: 26 1/4
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/ Ellen R. Harris Date: 11/6/95<PAGE>
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Mail Well
2. Date of Purchase: September 21, 1995 3. Date offering commenced:
September 21, 1995
4. Underwriters from whom purchased: Hanifen Imhoff
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$29,400
7. Aggregate principal amount of offering:
$70,000,000
8. Purchase price (net of fees and expenses):
14
9. Initial public offering price: 14
10. Commission, spread or profit: ___ % $.52
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/ Ellen R. Harris Date: 11/6/95<PAGE>
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Discount Auto Parts
2. Date of Purchase: September 27, 1995 3. Date offering commenced:
September 27, 1995
4. Underwriters from whom purchased: Smith Barney
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$1,560,000
7. Aggregate principal amount of offering:
$97,500,000
8. Purchase price (net of fees and expenses):
30
9. Initial public offering price: 30
10. Commission, spread or profit: ___ % $.80
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/ Ellen R. Harris Date: 11/6/95<PAGE>
FORM 10f-3 FUND: PW Growth 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:
PaineWebber
6. Aggregate principal amount of purchase:
$72,000,000
7. Aggregate principal amount of offering:
$26,400,000
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/ Ellen R. Harris Date: 11/6/95<PAGE>
FORM 10f-3 FUND: PW Growth 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:
PaineWebber
6. Aggregate principal amount of purchase:
$512,550
7. Aggregate principal amount of offering:
$737,000,000
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/ Ellen R. Harris Date: 11/6/95<PAGE>
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: De Rigo SPA ADR
2. Date of Purchase: October 19, 1995 3. Date offering commenced:
October 19, 1995
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$14,400
7. Aggregate principal amount of offering:
$123,840,000
8. Purchase price (net of fees and expenses): 16
9. Initial public offering price: 16
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/ Ellen R. Harris Date: 11/6/95<PAGE>
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Gucci
2. Date of Purchase: October 23, 1995 3. Date offering commenced:
October 23, 1995
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase:
$286,000
7. Aggregate principal amount of offering:
$539,000,000
8. Purchase price (net of fees and expenses): 22
9. Initial public offering price: 22
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/ Ellen R. Harris Date: 11/6/95<PAGE>
FORM 10f-3 FUND: PW Growth 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:
PaineWebber
6. Aggregate principal amount of purchase:
$504,000
7. Aggregate principal amount of offering:
$462,000,000
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/ Ellen R. Harris Date: 11/6/95<PAGE>
FORM 10f-3 FUND: PW Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Ornda 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:
PaineWebber
6. Aggregate principal amount of purchase:
$2,731,875
7. Aggregate principal amount of offering:
$176,250,000
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/ Ellen R. Harris Date: 11/6/95<PAGE>
FORM 10f-3 FUND: PW Growth 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:
PaineWebber
6. Aggregate principal amount of purchase:
$45,000
7. Aggregate principal amount of offering:
$36,000,000
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/ Ellen R. Harris Date: 11/13/95
For filing period ended February 29, 1996 Attachment 77Q1(d)
File number 811-4180
PaineWebber Olympus Fund - PaineWebber Growth Fund
Amendment to Declaration of Trust and Certificate of Vice President and
Secretary
I, Dianne E. O'Donnell, Vice President and Secretary of PaineWebber Olympus
Fund ("Trust"), hereby certify that the board of trustees of the Trust
adopted the following resolutions, which became effective on November 10,
1995 and November 29, 1995, as indicated below:
Resolutions Effective November 10, 1995:
RESOLVED, that the unlimited number of shares of beneficial interest
previously known as "Class D shares" of PaineWebber Growth 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 Fund be
renamed the "Class Y" shares of that Fund.
Resolutions Effective November 29, 1995:
WHEREAS, the series of shares of beneficial interest of the Trust
designated as the "PaineWebber Communications & Technology Growth Fund"
has terminated persuant to Section 4 of Article XI of the Trust's
Declaration of Trust as a result of that series' assets were acquired and
liabilities assumed by another investment company in exchange for shares
of beneficial interest in that investment company, which shares were than
distributed to the series' shareholders; be it
RESOLVED, that Section 1 of Article III of the Trust's Declaration of
Trust be, and it hereby is, amended to reflect the termination of
PaineWebber Communications and Technology Growth Fund, the amended section
to read, in relevant part, as follows:
Section 1 .... Without limiting the authority of the Trustees set forth in
this Section 1 to establish and designate any further Series, the Trustees
have established and designated on Series of Shares to be known as the
"PaineWebber Growth Fund."
Dated December 15, 1995 By:\s\ Dianne E. O'Donnell
Dianne E. O'Donnell,
Vice President and Secretary
PaineWebber Olympus Fund
New York, New York (ss)
Subscribed and sworn to before me this 15th day of December, 1995.
Karyn Freeman
Notary Public
For the period ended February 29, 1996 Attachment 77 I
File Number 811-4180
PaineWebber Olympus Fund - PaineWebber Growth 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
characteristics substantially similar to those which were previously
designated Class C shares prior to November 10, 1995, but these shares
are now 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. : 0000898432-95-000371)
in response to this Item 77I of Form N-SAR.
