<PAGE> PAGE 1
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008 B00AA01 A
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008 D01AA01 NEW YORK
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010 C02AA01 NY
010 C03AA01 10019
011 A00AA01 PAINEWEBBER INC.
011 B00AA01 8-16267
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011 C02AA01 NY
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012 A00AA01 PFPC, INC.
<PAGE> PAGE 2
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012 C01AA01 PHILADELPHIA
012 C02AA01 PA
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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015 C03AA01 02171
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020 B000001 13-3082694
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020 B000002 13-1912900
020 C000002 33
020 A000003 BEAR STEARNS SECURITIES
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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SIGNATURE JULIAN SLUYTERS
TITLE TREASURER
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FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Travelers/Aetna
2. Date of Purchase: 4/22/96
3. Date offering commenced: 4/22/96
4. Underwriters from whom purchased: Smith Barney
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $300,000
7. Aggregate principal amount of offering: $875,000,000
8. Purchase price (net of fees and expenses): $25
9. Initial public offering price: $25
10. Commission, spread or profit: % $0.71
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered under the
Securities Act of 1933 which is being offered to the public
or are "municipal securities" as defined in Section 3(a)(29)
of the Securities Exchange Act of 1934. X
b. The securities were purchased prior to the end of the end
first full business day of the offering at not more than
the initial offering price (or, if a rights offering, , the
securities were purchased on or before the fourth day
preceding the day on which the offering terminated. X
c. The underwriting was a firm commitment underwriting. X
d. The commission, spread or profit was reasonable and fair
in relation to that being received by others for underwriting
similar securities during the same period. X
e. (1) If securities are registered under the Securities Act
of 1933, the issuer of the securities and its predecessor
have been in continuous operation for not less than three
years. X
(2)If securities are municipal securities, the issue of
securities has received an investment grade rating from
a nationally recognized statistical rating organization
or, if the issuer or entity supplying the revenues from
which the issue is to be paid shall have been in continuous
operation for less than three years (including any
predecessor), the issue has received one of the three
highest ratings from at least one such rating organization. N/A
f. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins did not
exceed 4% of the principal amount of the offering or $500,000
in principal amount, whichever is greater, provided that in no
event did such amount exceed 10% of the principal amount of
the offering. X
g. The purchase price was less than 3% of the Fund's total
assets. X
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with respect
to municipal securities, no purchases were designated as group
sales or otherwise allocated to the account of any Affiliated
Underwriter. X
Approved: Ellen R. Harris Date: 4/29/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Titanium Metals Corp.
2. Date of Purchase: 6/4/96
3. Date offering commenced: 6/4/96
4. Underwriters from whom purchased: Salomon Brothers
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $920,000
7. Aggregate principal amount of offering: $333,500,000
8. Purchase price (net of fees and expenses): $23
9. Initial public offering price: $23
10. Commission, spread or profit: % $0.86
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered under the
Securities Act of 1933 which is being offered to the public
or are "municipal securities" as defined in Section 3(a)(29)
of the Securities Exchange Act of 1934. X
b. The securities were purchased prior to the end of the end
first full business day of the offering at not more than
the initial offering price (or, if a rights offering, , the
securities were purchased on or before the fourth day
preceding the day on which the offering terminated. X
c. The underwriting was a firm commitment underwriting. X
d. The commission, spread or profit was reasonable and fair
in relation to that being received by others for underwriting
similar securities during the same period. X
e. (1) If securities are registered under the Securities Act
of 1933, the issuer of the securities and its predecessor
have been in continuous operation for not less than three
years. X
(2)If securities are municipal securities, the issue of
securities has received an investment grade rating from
a nationally recognized statistical rating organization
or, if the issuer or entity supplying the revenues from
which the issue is to be paid shall have been in continuous
operation for less than three years (including any
predecessor), the issue has received one of the three
highest ratings from at least one such rating organization. N/A
f. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins did not
exceed 4% of the principal amount of the offering or $500,000
in principal amount, whichever is greater, provided that in no
event did such amount exceed 10% of the principal amount of
the offering. X
g. The purchase price was less than 3% of the Fund's total
assets. X
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with respect
to municipal securities, no purchases were designated as group
sales or otherwise allocated to the account of any Affiliated
Underwriter. X
Approved: Ellen R. Harris Date: 8/27/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Waters
2. Date of Purchase: 6/5/96
3. Date offering commenced: 6/5/96
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $4,452,000
7. Aggregate principal amount of offering: $265,000,000
8. Purchase price (net of fees and expenses): $26.50
9. Initial public offering price: $26.50
10. Commission, spread or profit: % $0.65
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 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: Ellen R. Harris Date: 8/27/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Donna Karan
2. Date of Purchase: 6/21/96
3. Date offering commenced: 6/27/96
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $84,000
7. Aggregate principal amount of offering: $258,000,000
8. Purchase price (net of fees and expenses): $24
9. Initial public offering price: $24
10. Commission, spread or profit: % $0.87
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered under the
Securities Act of 1933 which is being offered to the public
or are "municipal securities" as defined in Section 3(a)(29)
of the Securities Exchange Act of 1934. X
b. The securities were purchased prior to the end of the end
first full business day of the offering at not more than
the initial offering price (or, if a rights offering, , the
securities were purchased on or before the fourth day
preceding the day on which the offering terminated. X
c. The underwriting was a firm commitment underwriting. X
d. The commission, spread or profit was reasonable and fair
in relation to that being received by others for underwriting
similar securities during the same period. X
e. (1) If securities are registered under the Securities Act
of 1933, the issuer of the securities and its predecessor
have been in continuous operation for not less than three
years. X
(2)If securities are municipal securities, the issue of
securities has received an investment grade rating from
a nationally recognized statistical rating organization
or, if the issuer or entity supplying the revenues from
which the issue is to be paid shall have been in continuous
operation for less than three years (including any
predecessor), the issue has received one of the three
highest ratings from at least one such rating organization. N/A
f. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins did not
exceed 4% of the principal amount of the offering or $500,000
in principal amount, whichever is greater, provided that in no
event did such amount exceed 10% of the principal amount of
the offering. X
g. The purchase price was less than 3% of the Fund's total
assets. X
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with respect
to municipal securities, no purchases were designated as group
sales or otherwise allocated to the account of any Affiliated
Underwriter. X
Approved: Ellen R. Harris Date: 5/27/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Planet Hollywood (PHII)
2. Date of Purchase: 4/28/96
3. Date offering commenced: 4/18/96
4. Underwriters from whom purchased: Bear Stearns
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $48,600
7. Aggregate principal amount of offering: $194,400,000
8. Purchase price (net of fees and expenses): $18
9. Initial public offering price: $18
10. Commission, spread or profit: % $0.65
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 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: Ellen R. Harris Date: 4/29/96
Form 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Starwood Lodging
2. Date of Purchase: 8/6/96
3. Date offering commenced: 8/6/96
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $1,793,750
7. Aggregate principal amount of offering: $358,750,000
8. Purchase price (net of fees and expenses):$35-7/8
9. Initial public offering price:$35-7/8
10. Commission, spread or profit: % $1.15
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: Ellen R. Harris Date: 8/27/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Golden Bear Golf
2. Date of Purchase: 7/31/96
3. Date offering commenced: 7/31/96
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $240,000
7. Aggregate principal amount of offering: $82,560,000
8. Purchase price (net of fees and expenses): $16
9. Initial public offering price: $16
10. Commission, spread or profit: % $0.64
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: Ellen R. Harris Date: 5/27/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Teleport Communication (TCGI)
2. Date of Purchase: 6/27/96
3. Date offering commenced: 6/27/96
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $1,440,000
7. Aggregate principal amount of offering: $376,000,000
8. Purchase price (net of fees and expenses): $16
9. Initial public offering price: $16
10. Commission, spread or profit: % $0.50
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: Ellen R. Harris Date: 7/12/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Film Roman
2. Date of Purchase: 9/30/96
3. Date offering commenced: 9/30/96
4. Underwriters from whom purchased: Donaldson Lufkin
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $900,000
7. Aggregate principal amount of offering: $32,000,000
8. Purchase price (net of fees and expenses): $10
9. Initial public offering price: $10
10. Commission, spread or profit: % $0.42
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: Ellen R. Harris Date: 10/02/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Univision
2. Date of Purchase: 9/27/96
3. Date offering commenced: 9/27/96
4. Underwriters from whom purchased: Donaldson Lufkin
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $690,000
7. Aggregate principal amount of offering: $187,910,000
8. Purchase price (net of fees and expenses): $23
9. Initial public offering price: $23
10. Commission, spread or profit: % $0.93
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: Ellen R. Harris Date: 10/01/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Tag-Heuer
2. Date of Purchase: 9/26/96
3. Date offering commenced: 9/26/96
4. Underwriters from whom purchased: Salomon Brothers
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $2,639,250
7. Aggregate principal amount of offering: $477,215,500
8. Purchase price (net of fees and expenses): $19.55
9. Initial public offering price: $19.55
10. Commission, spread or profit: % $0.6452
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: Ellen R. Harris Date: 10/01/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Superior Telecom
2. Date of Purchase: 10/11/96
3. Date offering commenced: 10/1196
4. Underwriters from whom purchased: Furman Seliz
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $200,000
7. Aggregate principal amount of offering: $92,000,000
8. Purchase price (net of fees and expenses): $10
9. Initial public offering price: $10
10. Commission, spread or profit: % $0.74
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: Ellen R. Harris Date: 10/28/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Xomed
2. Date of Purchase: 10/11/96
3. Date offering commenced: 10/11/96
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $315,000
7. Aggregate principal amount of offering: $52,500,000
8. Purchase price (net of fees and expenses): $21
9. Initial public offering price: $21
10. Commission, spread or profit: % $0.84
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered under the
Securities Act of 1933 which is being offered to the public
or are "municipal securities" as defined in Section 3(a)(29)
of the Securities Exchange Act of 1934. X
b. The securities were purchased prior to the end of the end
first full business day of the offering at not more than
the initial offering price (or, if a rights offering, , the
securities were purchased on or before the fourth day
preceding the day on which the offering terminated. X
c. The underwriting was a firm commitment underwriting. X
d. The commission, spread or profit was reasonable and fair
in relation to that being received by others for underwriting
similar securities during the same period. X
e. (1) If securities are registered under the Securities Act
of 1933, the issuer of the securities and its predecessor
have been in continuous operation for not less than three
years. X
(2)If securities are municipal securities, the issue of
securities has received an investment grade rating from
a nationally recognized statistical rating organization
or, if the issuer or entity supplying the revenues from
which the issue is to be paid shall have been in continuous
operation for less than three years (including any
predecessor), the issue has received one of the three
highest ratings from at least one such rating organization. N/A
f. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins did not
exceed 4% of the principal amount of the offering or $500,000
in principal amount, whichever is greater, provided that in no
event did such amount exceed 10% of the principal amount of
the offering. X
g. The purchase price was less than 3% of the Fund's total
assets. X
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with respect
to municipal securities, no purchases were designated as group
sales or otherwise allocated to the account of any Affiliated
Underwriter. X
Approved: Ellen R. Harris Date: 10/28/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Superior Telecom
2. Date of Purchase: 10/11/96
3. Date offering commenced: 10/11/96
4. Underwriters from whom purchased: RT Securities
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $80,000
7. Aggregate principal amount of offering: $96,000,000
8. Purchase price (net of fees and expenses): $16
9. Initial public offering price: $16
10. Commission, spread or profit: % $0.67
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: Ellen R. Harris Date: 10/28/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Sabre Group
2. Date of Purchase: 10/10/96
3. Date offering commenced: 10/10/96
4. Underwriters from whom purchased: Goldman Sachs
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $54,000
7. Aggregate principal amount of offering: $500,000,000
8. Purchase price (net of fees and expenses): $27
9. Initial public offering price: $27
10. Commission, spread or profit: % $0.90
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: Ellen R. Harris Date: 10/28/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Smartalk Teleservices
2. Date of Purchase: 10/23/96
3. Date offering commenced: 10/23/96
4. Underwriters from whom purchased: Salomon Brothers
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $1,957,500
7. Aggregate principal amount of offering: $60,900,000
8. Purchase price (net of fees and expenses): $14.50
9. Initial public offering price: $14.50
10. Commission, spread or profit: % $0.61
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: Ellen R. Harris Date: 10/28/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Stage Stores
2. Date of Purchase: 10/24/96
3. Date offering commenced: 10/24/96
4. Underwriters from whom purchased: First Boston
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $165,000
7. Aggregate principal amount of offering: $181,500,000
8. Purchase price (net of fees and expenses): $16.50
9. Initial public offering price: $16.50
10. Commission, spread or profit: % $0.60
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered under the
Securities Act of 1933 which is being offered to the public
or are "municipal securities" as defined in Section 3(a)(29)
of the Securities Exchange Act of 1934. X
b. The securities were purchased prior to the end of the end
first full business day of the offering at not more than
the initial offering price (or, if a rights offering, , the
securities were purchased on or before the fourth day
preceding the day on which the offering terminated. X
c. The underwriting was a firm commitment underwriting. X
d. The commission, spread or profit was reasonable and fair
in relation to that being received by others for underwriting
similar securities during the same period. X
e. (1) If securities are registered under the Securities Act
of 1933, the issuer of the securities and its predecessor
have been in continuous operation for not less than three
years. X
(2)If securities are municipal securities, the issue of
securities has received an investment grade rating from
a nationally recognized statistical rating organization
or, if the issuer or entity supplying the revenues from
which the issue is to be paid shall have been in continuous
operation for less than three years (including any
predecessor), the issue has received one of the three
highest ratings from at least one such rating organization. N/A
f. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins did not
exceed 4% of the principal amount of the offering or $500,000
in principal amount, whichever is greater, provided that in no
event did such amount exceed 10% of the principal amount of
the offering. X
g. The purchase price was less than 3% of the Fund's total
assets. X
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with respect
to municipal securities, no purchases were designated as group
sales or otherwise allocated to the account of any Affiliated
Underwriter. X
Approved: Ellen R. Harris Date: 10/28/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Ticketmaster
2. Date of Purchase: 11/19/96
3. Date offering commenced: 11/19/96
4. Underwriters from whom purchased: Dillon & Co.
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $2,610,000
7. Aggregate principal amount of offering: $105,125,000
8. Purchase price (net of fees and expenses): $14.50
9. Initial public offering price: $14.50
10. Commission, spread or profit: % $0.61
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: Ellen R. Harris Date: 11/19/96
FORM 10f-3 FUND: PW Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Dominicks
2. Date of Purchase: 10/29/96
3. Date offering commenced: 10/29/96
4. Underwriters from whom purchased: Donaldson Lufkin
5. "Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $792,000
7. Aggregate principal amount of offering: $144,000,000
8. Purchase price (net of fees and expenses): $18
9. Initial public offering price: $18
10. Commission, spread or profit: % $0.70
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered under the
Securities Act of 1933 which is being offered to the public
or are "municipal securities" as defined in Section 3(a)(29)
of the Securities Exchange Act of 1934. X
b. The securities were purchased prior to the end of the end
first full business day of the offering at not more than
the initial offering price (or, if a rights offering, , the
securities were purchased on or before the fourth day
preceding the day on which the offering terminated. X
c. The underwriting was a firm commitment underwriting. X
d. The commission, spread or profit was reasonable and fair
in relation to that being received by others for underwriting
similar securities during the same period. X
e. (1) If securities are registered under the Securities Act
of 1933, the issuer of the securities and its predecessor
have been in continuous operation for not less than three
years. X
(2)If securities are municipal securities, the issue of
securities has received an investment grade rating from
a nationally recognized statistical rating organization
or, if the issuer or entity supplying the revenues from
which the issue is to be paid shall have been in continuous
operation for less than three years (including any
predecessor), the issue has received one of the three
highest ratings from at least one such rating organization. N/A
f. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins did not
exceed 4% of the principal amount of the offering or $500,000
in principal amount, whichever is greater, provided that in no
event did such amount exceed 10% of the principal amount of
the offering. X
g. The purchase price was less than 3% of the Fund's total
assets. X
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with respect
to municipal securities, no purchases were designated as group
sales or otherwise allocated to the account of any Affiliated
Underwriter. X
Approved: Ellen R. Harris Date: 11/17/96
