<PAGE> PAGE 1
000 B000000 08/31/96
000 C000000 0000759729
000 D000000 N
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001 C000000 2127131074
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011 B00AA01 8-16267
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<PAGE> PAGE 2
012 B00AA01 84-00000
012 C01AA01 PHILADELPHIA
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012 C03AA01 19110
013 A00AA01 ERNST & YOUNG
013 B01AA01 NEW YORK
013 B02AA01 NY
013 B03AA01 10172
014 A00AA01 PAINEWEBBER INC.
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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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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<PAGE> PAGE 8
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<PAGE> PAGE 10
SIGNATURE JULIAN SLUYTERS
TITLE TREASURER
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Board of Trustees
PaineWebber Growth Fund
In planning and performing our audit of the financial statements of
PaineWebber Growth Fund for the year ended August 31, 1996, we considered
its internal control structure, including procedures for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on the internal control
structure.
The management of PaineWebber Growth Fund is responsible for establishing and
maintaining an internal control structure. In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of internal control structure policies and
procedures. Two of the objectives of an internal control structure are to
provide management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition and that
transactions are executed in accordance with management's authorization and
recorded properly to permit preparation of financial statements in conformity
with generally accepted accounting principles.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and may not be detected. Also, projection of any
evaluation of the structure to future periods is subject to the risk that it
may become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of the internal control structure would not necessarily
disclose all matters in the internal control structure that might be material
weaknesses under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce
to a relatively low level the risk that errors or irregularities in amounts
that would be material in relation to the financial statements being audited
may occur and not be detected within a timely period by employees in the
normal course of performing their assigned functions. However, we noted no
matters involving the internal control structure, including procedures for
safeguarding securities, that we consider to be material weaknesses as defined
above as of August 31, 1996.
This report is intended solely for the information and use of management and
the Securities and Exchange Commission.
ERNST & YOUNG LLP
October 21, 1996
For period ending August 31, 1996 Attachment 77C
File Number 811-4180
PaineWebber Olympus Fund - Growth Fund
A special meeting of shareholders was held on April 15, 1996, at which the
following proposals were approved:
To vote for or against the following changes to the Fund's fundamental
investment restrictions and policies (the enumeration below follows that used
in the related proxy statement):
Shares Voted Shares Voted Shares
For Against Abstain
1. Modification of Fundamental Restriction on
Portfolio Diversification for Diversified
Funds 8,099,595 111,418 561,747
2. Modification of Fundamental Restriction on
Concentration 8,093,778 114,054 564,928
3. Modification of Fundamental Restriction on
Senior Securities and Borrowing 8,093,778 114,054 564,928
4. Modification of Fundamental Restriction on
Making Loans 8,093,778 114,054 564,928
5. Modification of Fundamental Restriction on
Underwriting Securities 8,093,778 114,054 564,928
6. Modification of Fundamental Restriction on
Real Estate Investments 8,093,778 114,054 564,928
7. Modification of Fundamental Restriction on
Investing in Commodities 8,093,778 114,054 564,928
8. Elimination of Fundamental Restriction on
Margin Transactions 8,093,778 114,054 564,928
9. Elimination of Fundamental Restriction on
Short Sales 8,093,778 114,054 564,928
10. Elimination of Fundamental Restiction on
Investments in Oil, Gas and Mineral Leases
and Programs 8,093,778 114,054 564,928
11. Elimination of Fundamental Restriction on
Investments in other Investment Companies 8,093,778 114,054 564,928
In addition to the item noted above, the Fund's shareholders elected board
members. Pursuant to Instruction 2 of Sub-Item 77C of Form N-SAR, it is not
necessary to provide in this exhibit details concerning shareholder action on
this proposal since there were no solicitations in opposition to the
registrant's nominees and all of the nominees were elected.
A more complete description of the proposal referred to above is hereby
incorporated by reference to the Fund's proxy materials dated
February 28, 1996 relating to the Special Meeting of Shareholders. These
Schedule 14A materials were filed with the Securities and Exchange
Commission via EDGAR on February 28, 1996; the accession code number was
0000950112-96-000634.
For period ending June 30, 1996 Attachment 77D
File Number 811-4180
PaineWebber Growth Fund eliminated its $300 million capitalization floor
on equity investments.
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: MSC Industrial
2. Date of Purchase: 12/15/95
3. Date offering commenced: 12/15/95
4. Underwriters from whom purchased: Donaldson Lufkin
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Metstools (MTLS)
2. Date of Purchase: 12/12/95
3. Date offering commenced: 12/12/95
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 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: Ellen R. Harris Date: 12/18/95
11. Have the following conditions been satisfied?
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Norwood Promotional Products
2. Date of Purchase: 12/14/95
3. Date offering commenced: 12/14/95
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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Waters Corp.
2. Date of Purchase: 11/16/95
3. Date offering commenced: 11/16/95
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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: United Int'l Holdings - Class A
2. Date of Purchase: 11/17/95
3. Date offering commenced: 11/17/95
4. Underwriters from whom purchased: Smith Barney & Hanifan Inloft
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): $12.75
9. Initial public offering price: $12.75
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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Estee Lauder
2. Date of Purchase: 11/16/95
3. Date offering commenced: 11/16/95
4. Underwriters from whom purchased: Goldman Sachs
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Mossimo
2. Date of Purchase: 2/22/96
3. Date offering commenced: 2/22/96
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $72,000
7. Aggregate principal amount of offering: $72,000,000
8. Purchase price (net of fees and expenses): $18
9. Initial public offering price: $18
10. Commission, spread or profit: % $.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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Trident
2. Date of Purchase: 2/26/96
3. Date offering commenced: 2/26/96
4. Underwriters from whom purchased: Prudential Securities
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $56,000
7. Aggregate principal amount of offering: $48,000,000
8. Purchase price (net of fees and expenses): $16
9. Initial public offering price: $16
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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Berg Electronics
2. Date of Purchase: 3/1/96
3. Date offering commenced: 3/1/96
4. Underwriters from whom purchased:
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $168,000
7. Aggregate principal amount of offering: $136,500,000
8. Purchase price (net of fees and expenses): $21
9. Initial public offering price: $21
10. Commission, spread or profit: % $.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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Superior Services
2. Date of Purchase: 3/8/96
3. Date offering commenced: 3/8/96
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $57,500
7. Aggregate principal amount of offering: $40,825,000
8. Purchase price (net of fees and expenses): $11.50
9. Initial public offering price: $11.50
10. Commission, spread or profit: % $.46
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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Sterling Commerce
2. Date of Purchase: 3/8/96
3. Date offering commenced: 3/8/96
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $240,000
7. Aggregate principal amount of offering: $288,000,000
8. Purchase price (net of fees and expenses): $24
9. Initial public offering price: $24
10. Commission, spread or profit: % $.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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Xeikon N.V. ADR
2. Date of Purchase: 3/19/96
3. Date offering commenced: 3/19/96
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $120,000
7. Aggregate principal amount of offering: $96,000,000
8. Purchase price (net of fees and expenses): $15
9. Initial public offering price: $15
10. Commission, spread or profit: % $.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 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
7
(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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Gucci Group N.V.
2. Date of Purchase: 3/28/96
3. Date offering commenced: 3/28/96
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $1,920,000
7. Aggregate principal amount of offering: $1,267,200,000
8. Purchase price (net of fees and expenses): $48
9. Initial public offering price: $48
10. Commission, spread or profit: % $.98
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 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: Ellen R. Harris Date: 12/18/95
Attachment 77O
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Lucent
2. Date of Purchase: 4/3/96
3. Date offering commenced: 4/3/96
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $675,000
7. Aggregate principal amount of offering: $3,024,000,000
8. Purchase price (net of fees and expenses): $27
9. Initial public offering price: $27
10. Commission, spread or profit: % $.65
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 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: Ellen R. Harris Date: 12/18/95
