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010 C02AA01 NY
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011 A00AA01 PAINEWEBBER INC.
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<PAGE> PAGE 2
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012 C02AA01 PA
012 C03AA01 19110
013 A00AA01 ERNST & YOUNG
013 B01AA01 NEW YORK
013 B02AA01 NY
013 B03AA01 10172
014 A00AA01 PAINEWEBBER INC.
014 B00AA01 8-16267
015 A00AA01 STATE STREET BANK & TRUST CO.
015 B00AA01 C
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015 C02AA01 MA
015 C03AA01 02171
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020 A000002 WARBURG DILLON READ LLC
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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
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SIGNATURE PAUL SCHUBERT
TITLE TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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FORM 10f-3 FUND: PaineWebber
Growth Fund
Record of Securities Purchased Under the
Fund's Rule 10f-3
Procedures
1. Issuer: Republic Services Fund
2. Date of Purchase: 4/27/99 3.
Date offering
commenced: 4/27/99
4. Underwriters from whom purchased:
Merrill Lynch
5. "Affiliated Underwriter" managing
or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of
purchase: 55,200
7. Aggregate principal amount of
offering: 100,000,000
8. Purchase price (net of fees and
expenses): $16.00
9. Initial public offering price:
$16.00
10. Commission, spread or profit:
% $.31
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.
X
b. The securities were purchased prior to
the end of the first
day on which any
sales are made (or, if a rights offering,
the securities were
purchased on or
before the fourth day preceding the day
on which the offering
terminated).
c. The securities were purchased at a
price not more than the
price paid by each
other purchaser in the offering.
d. The underwriting was a firm commitment
underwriting.
X
X
X
e. 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.
f. The issuer of the securities and any
predecessor have been
in continuous
operations for not less than three years.
g. The amount of such securities
purchased by all of the
investment companies
advised by Mitchell Hutchins (or the
Fund's Sub-Adviser, if
applicable) did not
exceed 25% of the principal amount of the
offering.
h. No Affiliated Underwriter was a direct
or indirect
participant in or beneficiary
of the sales.
Note: Refer to the Rule 10f-3
Procedures for the definitions
of the capitalized
terms above. In particular, "Affiliated
Underwriter" is
defined as PaineWebber
Group Inc. and any of its affiliates,
including PaineWebber
Incorporated. In the
case of a Fund advised by a Sub-Adviser,
"Affiliated
Underwriter" shall also
include any brokerage affiliate of the
Sub-Adviser.
X
X
X
X
Approved: /s/ Ellen R. Harris
Date: 4-28-99
FORM 10f-3 FUND: PaineWebber
Growth Fund
Record of Securities Purchased Under the
Fund's Rule 10f-3
Procedures
1. Issuer: North Point Communications
2. Date of Purchase: 5/5/99 3.
Date offering
commenced: 5/5/99
4. Underwriters from whom purchased:
Goldman Sachs
5. "Affiliated Underwriter" managing
or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of
purchase: 25,700
7. Aggregate principal amount of
offering: 13,000,000
8. Purchase price (net of fees and
expenses): $24.00
9. Initial public offering price:
$24.00
10. Commission, spread or profit:
% $1.00
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.
X
b. The securities were purchased prior to
the end of the first
day on which any
sales are made (or, if a rights offering,
the securities were
purchased on or
before the fourth day preceding the day
on which the offering
terminated).
c. The securities were purchased at a
price not more than the
price paid by each
other purchaser in the offering.
d. The underwriting was a firm commitment
underwriting.
X
X
X
e. 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.
f. The issuer of the securities and any
predecessor have been
in continuous
operations for not less than three years.
g. The amount of such securities
purchased by all of the
investment companies
advised by Mitchell Hutchins (or the
Fund's Sub-Adviser, if
applicable) did not
exceed 25% of the principal amount of the
offering.
h. No Affiliated Underwriter was a direct
or indirect
participant in or beneficiary
of the sales.
Note: Refer to the Rule 10f-3 Procedures
for the definitions
of the capitalized
terms above. In particular, "Affiliated
Underwriter" is
defined as PaineWebber
Group Inc. and any of its affiliates,
including PaineWebber
Incorporated. In the
case of a Fund advised by a Sub-Adviser,
"Affiliated
Underwriter" shall also
include any brokerage affiliate of the
Sub-Adviser.
X
X
X
X
Approved: /s/ Ellen R. Harris
Date: 6-2-99
FORM 10f-3 FUND: PaineWebber
Growth Fund
Record of Securities Purchased Under the
Fund's Rule 10f-3
Procedures
1. Issuer: DLJ Direct Inc.
2. Date of Purchase: 5/25/99 3.
Date offering
commenced: 5/26/99
4. Underwriters from whom purchased:
Donaldson Lufkin
5. "Affiliated Underwriter" managing
or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of
purchase: 11,000
7. Aggregate principal amount of
offering: 16,000,000
8. Purchase price (net of fees and
expenses): $20.00
9. Initial public offering price:
$20.00
10. Commission, spread or profit:
% $.81
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.
X
b. The securities were purchased prior to
the end of the first
day on which any
sales are made (or, if a rights offering,
the securities were
purchased on or
before the fourth day preceding the day
on which the offering
terminated).
c. The securities were purchased at a
price not more than the
price paid by each
other purchaser in the offering.
d. The underwriting was a firm commitment
underwriting.
X
X
X
e. 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.
f. The issuer of the securities and any
predecessor have been
in continuous
operations for not less than three years.
g. The amount of such securities
purchased by all of the
investment companies
advised by Mitchell Hutchins (or the
Fund's Sub-Adviser, if
applicable) did not
exceed 25% of the principal amount of the
offering.
h. No Affiliated Underwriter was a direct
or indirect
participant in or beneficiary
of the sales.
Note: Refer to the Rule 10f-3 Procedures
for the definitions
of the capitalized
terms above. In particular, "Affiliated
Underwriter" is
defined as PaineWebber
Group Inc. and any of its affiliates,
including PaineWebber
Incorporated. In the
case of a Fund advised by a Sub-Adviser,
"Affiliated
Underwriter" shall also
include any brokerage affiliate of the
Sub-Adviser.
X
X
X
X
Approved: /s/ Ellen R. Harris
Date: 5-26-99
FORM 10f-3 FUND: PaineWebber
Growth Fund
Record of Securities Purchased Under the
Fund's Rule 10f-3
Procedures
1. Issuer: Go To.com
2. Date of Purchase: 6/18/99 3.
Date offering
commenced: 6/18/99
4. Underwriters from whom purchased:
Donaldson Lufkin
5. "Affiliated Underwriter" managing
or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of
purchase: 13,000
7. Aggregate principal amount of
offering: 6,000,000
8. Purchase price (net of fees and
expenses): $15.00
9. Initial public offering price:
$15.00
10. Commission, spread or profit:
% $.63
11. Have the following conditions been
satisfied?
YES
NO
a. The securities are part of an issue
registered under the
Securities Act of 1933
which is being offered to the public.
X
b. The securities were purchased prior to
the end of the first
day on which any
sales are made (or, if a rights offering,
the securities were
purchased on or
before the fourth day preceding the day
on which the offering
terminated).
c. The securities were purchased at a
price not more than the
price paid by each
other purchaser in the offering.
d. The underwriting was a firm commitment
underwriting.
X
X
X
e. 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.
f. The issuer of the securities and any
predecessor have been
in continuous
operations for not less than three years.
g. The amount of such securities
purchased by all of the
investment companies
advised by Mitchell Hutchins (or the
Fund's Sub-Adviser, if
applicable) did not
exceed 25% of the principal amount of the
offering.
h. No Affiliated Underwriter was a direct
or indirect
participant in or beneficiary
of the sales.
Note: Refer to the Rule 10f-3 Procedures
for the definitions
of the capitalized
terms above. In particular, "Affiliated
Underwriter" is
defined as PaineWebber
Group Inc. and any of its affiliates,
including PaineWebber
Incorporated. In the
case of a Fund advised by a Sub-Adviser,
"Affiliated
Underwriter" shall also
include any brokerage affiliate of the
Sub-Adviser.
X
X
X
X
Approved: /s/ Ellen R. Harris
Date: 6-18-99
FORM 10f-3 FUND: PaineWebber
Growth Fund
Record of Securities Purchased Under the
Fund's Rule 10f-3
Procedures
1. Issuer: Boston Scientific
2. Date of Purchase: 6/24/99 3.
Date offering
commenced: 6/24/99
4. Underwriters from whom purchased:
Merrill Lynch
5. "Affiliated Underwriter" managing
or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of
purchase: 36,500
7. Aggregate principal amount of
offering: 13,000,000
8. Purchase price (net of fees and
expenses): $39.00
9. Initial public offering price:
$39.00
10. Commission, spread or profit:
% $.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.
X
b. The securities were purchased prior to
the end of the first
day on which any
sales are made (or, if a rights offering,
the securities were
purchased on or
before the fourth day preceding the day
on which the offering
terminated).
c. The securities were purchased at a
price not more than the
price paid by each
other purchaser in the offering.
d. The underwriting was a firm commitment
underwriting.
X
X
X
e. 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.
f. The issuer of the securities and any
predecessor have been
in continuous
operations for not less than three years.
g. The amount of such securities
purchased by all of the
investment companies
advised by Mitchell Hutchins (or the
Fund's Sub-Adviser, if
applicable) did not
exceed 25% of the principal amount of the
offering.
h. No Affiliated Underwriter was a direct
or indirect
participant in or beneficiary
of the sales.
Note: Refer to the Rule 10f-3 Procedures
for the definitions
of the capitalized
terms above. In particular, "Affiliated
Underwriter" is
defined as PaineWebber
Group Inc. and any of its affiliates,
including PaineWebber
Incorporated. In the
case of a Fund advised by a Sub-Adviser,
"Affiliated
Underwriter" shall also
include any brokerage affiliate of the
Sub-Adviser.
X
X
X
X
Approved: /s/ Chris Altschul
Date: 6-29-99
FORM 10f-3 FUND: PaineWebber
Growth Fund
Record of Securities Purchased Under the
Fund's Rule 10f-3
Procedures
1. Issuer: Insight Communications Co.
2. Date of Purchase: 7/21/99 3.
Date offering
commenced: 7/21/99
4. Underwriters from whom purchased:
Donaldson Lufkin
5. "Affiliated Underwriter" managing
or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of
purchase: 44,400
7. Aggregate principal amount of
offering: 25,000,000
8. Purchase price (net of fees and
expenses): $24.50
9. Initial public offering price:
$24.50
10. Commission, spread or profit:
% $.86
11. Have the following conditions been
satisfied?
YES
NO
b. a. The securities are part of an issue
registered under the
Securities Act of
1933 which is being offered to the
public.
X
c. The securities were purchased prior to
the end of the first
day on which any
sales are made (or, if a rights offering,
the securities were
purchased on or
before the fourth day preceding the day
on which the offering
terminated).
d. The securities were purchased at a
price not more than the
price paid by each
other purchaser in the offering.
e. The underwriting was a firm commitment
underwriting.
X
X
X
f. 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.
g. The issuer of the securities and any
predecessor have been
in continuous
operations for not less than three years.
h. The amount of such securities
purchased by all of the
investment companies
advised by Mitchell Hutchins (or the
Fund's Sub-Adviser, if
applicable) did not
exceed 25% of the principal amount of the
offering.
i. No Affiliated Underwriter was a direct
or indirect
participant in or beneficiary
of the sales.
Note: Refer to the Rule 10f-3 Procedures
for the definitions
of the capitalized
terms above. In particular, "Affiliated
Underwriter" is
defined as PaineWebber
Group Inc. and any of its affiliates,
including PaineWebber
Incorporated. In the
case of a Fund advised by a Sub-Adviser,
"Affiliated
Underwriter" shall also
include any brokerage affiliate of the
Sub-Adviser.
X
X
X
X
Approved: /s/ Ellen R. Harris
Date: 8-3-99
FORM 10f-3 FUND: PaineWebber
Growth Fund
Record of Securities Purchased Under the
Fund's Rule 10f-3
Procedures
1. Issuer: Airgate FCS
2. Date of Purchase: 9/27/99 3.
Date offering
commenced: 9/28/99
4. Underwriters from whom purchased:
Donaldson Lufkin
5. "Affiliated Underwriter" managing
or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of
purchase: 900
7. Aggregate principal amount of
offering: 6,700,000
8. Purchase price (net of fees and
expenses): $17.00
9. Initial public offering price:
$17.00
10. Commission, spread or profit:
% $.71
11. Have the following conditions been
satisfied?
YES
NO
a. The securities are part of an issue
registered under the
which is being offered to the public.
X
b. The securities were purchased prior to
the end of the first
day on which any
sales are made (or, if a rights offering,
the securities were
purchased on or
before the fourth day preceding the day
on which the offering
terminated).
c. The securities were purchased at a
price not more than the
price paid by each
other purchaser in the offering.
d. The underwriting was a firm commitment
underwriting.
X
X
X
b. 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.
c. The issuer of the securities and any
predecessor have been
in continuous
operations for not less than three years.
d. The amount of such securities
purchased by all of the
investment companies
advised by Mitchell Hutchins (or the
Fund's Sub-Adviser, if
applicable) did not
exceed 25% of the principal amount of the
offering.
e. No Affiliated Underwriter was a direct
or indirect
participant in or beneficiary
of the sales.
Note: Refer to the Rule 10f-3 Procedures
for the definitions
of the capitalized
terms above. In particular, "Affiliated
Underwriter" is
defined as PaineWebber
Group Inc. and any of its affiliates,
including PaineWebber
Incorporated. In the
case of a Fund advised by a Sub-Adviser,
"Affiliated
Underwriter" shall also
include any brokerage affiliate of the
Sub-Adviser.
X
X
X
X
Approved: /s/ Ellen R. Harris
Date: 9-28-99
FORM 10f-3 FUND: PaineWebber
Growth Fund
Record of Securities Purchased Under the
Fund's Rule 10f-3
Procedures
1. Issuer: Martha Stewart Living
2. Date of Purchase: 10/18/99 3.
Date offering
commenced: 10/18/99
4. Underwriters from whom purchased:
Morgan Stanley
5. "Affiliated Underwriter" managing
or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of
purchase: 3,150
7. Aggregate principal amount of
offering: 7,200,000
8. Purchase price (net of fees and
expenses): $18.00
9. Initial public offering price:
$18.00
10. Commission, spread or profit:
% $.76
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.
X
b. The securities were purchased prior to
the end of the first
day on which any
sales are made (or, if a rights offering,
the securities were
purchased on or
before the fourth day preceding the day
on which the offering
terminated).
c. The securities were purchased at a
price not more than the
price paid by each
other purchaser in the offering.
d. The underwriting was a firm commitment
underwriting.
X
X
X
e. 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.
f. The issuer of the securities and any
predecessor have been
in continuous
operations for not less than three years.
g. The amount of such securities
purchased by all of the
investment companies
advised by Mitchell Hutchins (or the
Fund's Sub-Adviser, if
applicable) did not
exceed 25% of the principal amount of the
offering.
h. No Affiliated Underwriter was a direct
or indirect
participant in or beneficiary
of the sales.
Note: Refer to the Rule 10f-3 Procedures
for the definitions
of the capitalized
terms above. In particular, "Affiliated
Underwriter" is
defined as PaineWebber
Group Inc. and any of its affiliates,
including PaineWebber
Incorporated. In the
case of a Fund advised by a Sub-Adviser,
"Affiliated
Underwriter" shall also
include any brokerage affiliate of the
Sub-Adviser.
X
X
X
X
Approved: /s/ Ellen R. Harris
Date: 10-28-
99
FORM 10f-3 FUND: PaineWebber
Growth Fund
Record of Securities Purchased Under the
Fund's Rule 10f-3
Procedures
1. Issuer: United Parcel Services
Inc.
2. Date of Purchase: 11/9/99 3.
Date offering
commenced: 11/9/99
4. Underwriters from whom purchased:
Morgan Stanley
5. "Affiliated Underwriter" managing
or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of
purchase: 7,400
7. Aggregate principal amount of
offering: 120,000,000
8. Purchase price (net of fees and
expenses): $50.00
9. Initial public offering price:
$50.00
10. Commission, spread or profit:
% $.63
11. Have the following conditions been
satisfied?
YES
NO
a. The securities are part of an issue
registered under the
Securities Act of 1933
which is being offered to the public.
X
b. The securities were purchased prior to
the end of the first
day on which any
sales are made (or, if a rights offering,
the securities were
purchased on or
before the fourth day preceding the day
on which the offering
terminated).
c. The securities were purchased at a
price not more than the
price paid by each
other purchaser in the offering.
d. The underwriting was a firm commitment
underwriting.
X
X
X
e. 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.
f. The issuer of the securities and any
predecessor have been
in continuous
operations for not less than three years.
g. The amount of such securities
purchased by all of the
investment companies
advised by Mitchell Hutchins (or the
Fund's Sub-Adviser, if
applicable) did not
exceed 25% of the principal amount of the
offering.
h. No Affiliated Underwriter was a direct
or indirect
participant in or beneficiary
of the sales.
Note: Refer to the Rule 10f-3 Procedures
for the definitions
of the capitalized
terms above. In particular, "Affiliated
Underwriter" is
defined as PaineWebber
Group Inc. and any of its affiliates,
including PaineWebber
Incorporated. In the
case of a Fund advised by a Sub-Adviser,
"Affiliated
Underwriter" shall also
include any brokerage affiliate of the
Sub-Adviser.
X
X
X
X
Approved: /s/ Ellen R. Harris
Date: 11-11-
99
