PAINEWEBBER MASTER SERIES INC
N-30D, 1997-10-31
Previous: BEAR STEARNS COMPANIES INC, 8-K, 1997-10-31
Next: PAINEWEBBER MASTER SERIES INC, N-30D, 1997-10-31



PaineWebber [Logo]

- --------------------------------------------------------------------------------

MONEY MARKET

FUND

- --------------------------------------------------------------------------------

SEMIANNUAL REPORT

AUGUST 31, 1997

<PAGE>


                                                               SEMIANNUAL REPORT

                                                                October 15, 1997

Dear Shareholder,

   We are pleased to present the semiannual  report for PaineWebber Money Market
Fund for the six months ended August 31, 1997.

GENERAL MARKET OVERVIEW
- --------------------------------------------------------------------------------
   The Federal Reserve Board's  decision to raise  short-term  interest rates to
5.5% in March  resulted in virtually  every bond sector posting a negative total
return  during the first  three  months of 1997.  The high yield  sector was the
exception,  as gains in January  and  February  more than  offset  the  softness
following the Fed move.  Then, on April 28, 1997,  the report of the  Employment
Cost  Index--considered  the most comprehensive  wage-inflation  indicator,  and
critical  to Fed  policy--indicated  a very  positive  inflation  picture.  This
information,  plus optimism over an agreed upon  framework by President  Clinton
and the  Republicans  to balance  the budget by 2002,  turned  market  sentiment
bullish. Bonds rallied strongly, sending the yield on the long bond from 7.1% on
March 31, 1997 to 6.8% on June 30, 1997. July continued to provide good news for
fixed income investors as additional favorable inflation data prompted the yield
on the long bond to drop even further. By August's end, all fixed income sectors
contributed  positively to overall debt market performance;  again, however, the
high yield sector outperformed others as investors' willingness to accept higher
credit risk produced higher returns.

PORTFOLIO REVIEW
- --------------------------------------------------------------------------------
PERFORMANCE

   The  Fund's  current  yields  for Class A, B and C shares  for the  seven-day
period ended August 31, 1997 were 4.25%, 3.76% and 3.72%, respectively.

PORTFOLIO  HIGHLIGHTS--During the semiannual period, the Fund's weighted average
maturity was maintained at  approximately  56 days,  five to 10 days longer than
the IBC Financial Data average for similar money market funds.  This was done in
response to economic data indicating low inflation with slight economic  growth.
Additionally,  we took  advantage  of the  market's  substantial  volatility  by
purchasing securities at higher yields when rates backed up (that is, when rates
rose).

                                                                               1
<PAGE>

OUTLOOK
- --------------------------------------------------------------------------------
Near-term,  we plan to keep the  Fund's  average  weighted  maturity  around its
present level. Going forward, every significant economic number released will be
closely  scrutinized.  Inflation  is  always a  concern  and,  as such,  will be
carefully  monitored.  Investment  decisions  for the Fund will  continue  to be
dominated  by credit,  quality  and  liquidity.  Although we are  interested  in
maintaining  higher yields, we will not do so by sacrificing the Fund's emphasis
on security, quality and liquidity.

Our ultimate  objective in managing your investments is to help you successfully
meet your financial  goals. We thank you for your continued  support and welcome
any comments or questions you may have.


Sincerely,

/s/Margo N. Alexander                    /s/Dennis L. McCauley
- ---------------------                    ---------------------
MARGO N. ALEXANDER                       DENNIS L. MCCAULEY
President,                               Managing Director and
Mitchell Hutchins Asset Management Inc.  Chief Investment Officer--
                                         Fixed Income,
                                         Mitchell Hutchins Asset Management Inc.

/s/Susan P. Ryan
- ---------------------
SUSAN P. RYAN
Senior Vice President,
Mitchell Hutchins Asset Management Inc.


   This letter is intended to assist  shareholders in understanding how the Fund
performed  during the  semiannual  period ended August 31, 1997 and reflects our
views at the time we are writing this report. Of course,  these views may change
in  response  to  changing  circumstances.  We  encourage  you to  consult  your
investment executive regarding your personal investment program.


2

<PAGE>


PAINEWEBBER MONEY MARKET FUND

STATEMENT OF NET ASSETS                              AUGUST 31, 1997 (unaudited)

<TABLE>
<CAPTION>

  PRINCIPAL
   AMOUNT                                                                        MATURITY               INTEREST
    (000)                                                                         DATES                   RATES              VALUE
  --------                                                                 --------------------      ---------------      ----------

U.S. GOVERNMENT AGENCY OBLIGATIONS--9.87%
<S>                                                                        <C>                       <C>                  <C>       
   $1,650   Federal Home Loan Bank .....................................   10/16/97 to 07/08/98      5.625 to 5.900%      $1,650,400
    1,000   Federal National Mortgage Association ......................         02/18/98                  5.500             998,606
    1,000   Federal National Mortgage Association ......................         09/02/97                  5.440*          1,000,000
                                                                                                                          ----------
Total U.S. Government Agency Obligations (cost--$3,649,006) ............                                                   3,649,006
                                                                                                                          ----------
BANK NOTES--2.71%
DOMESTIC--2.71%
    1,000   LaSalle National Bank (cost--$1,000,000) ...................         04/13/98                  6.230           1,000,000
                                                                                                                          ----------
CERTIFICATES OF DEPOSIT--10.42%
DOMESTIC--2.71%
    1,000   Morgan Guaranty Trust Company ..............................         03/19/98                  5.910             999,791
                                                                                                                          ----------
YANKEE--7.71%
      600   ABN AMRO Bank N.V. .........................................         12/04/97                  5.500             599,970
    1,500   Commerzbank AG .............................................         09/05/97                  5.560           1,500,002
      750   Societe Generale ...........................................         01/06/98                  5.720             749,875
                                                                                                                          ----------
                                                                                                                           2,849,847
                                                                                                                          ----------
Total Certificates of Deposit (cost--$3,849,638) .......................                                                   3,849,638
                                                                                                                          ----------
COMMERCIAL [email protected]%
ASSET-BACKED--9.55%
      534   Enterprise Funding Corporation .............................         09/12/97                  5.510             533,101
    1,500   Falcon Asset Securitization Corporation ....................         09/18/97                  5.520           1,496,090
    1,500   Triple-A One Funding Corporation ...........................         09/08/97                  5.520           1,498,390
                                                                                                                          ----------
                                                                                                                           3,527,581
                                                                                                                          ----------
AUTO & TRUCK--8.88%
    1,800   Daimler-Benz North America Corporation .....................         10/23/97                  5.500           1,785,700
    1,500   General Motors Acceptance Corporation ......................         09/16/97                  5.530           1,496,544
                                                                                                                          ----------
                                                                                                                           3,282,244
                                                                                                                          ----------
BANKING--14.27%
    1,500   BBL North America Incorporated .............................         10/08/97                  5.500           1,491,459
    2,000   San Paolo U.S. Financial Company ...........................         09/11/97                  5.520           1,996,933
    1,800   Unifunding .................................................         10/21/97                  5.510           1,786,225
                                                                                                                          ----------
                                                                                                                           5,274,617
                                                                                                                          ----------
BROKER-DEALER--2.27%
      850   Merrill Lynch & Company, Incorporated ......................         12/09/97                  5.520             837,097
                                                                                                                          ----------

</TABLE>


                                                                               3

<PAGE>

<TABLE>
<CAPTION>

  PRINCIPAL
   AMOUNT                                                                        MATURITY               INTEREST
    (000)                                                                         DATES                   RATES              VALUE
  --------                                                                 --------------------      ---------------      ----------

COMMERCIAL PAPER (CONCLUDED)
<S>                                                                              <C>                       <C>            <C>       
DRUGS, HEALTH CARE--4.42%
   $1,638   American Home Products .....................................         09/23/97                  5.500%         $1,632,494
                                                                                                                          ----------
FINANCE-AIRCRAFT--4.05%                                                          
    1,500   International Lease Financing ..............................         09/08/97                  5.500           1,498,396
                                                                                                                          ----------
FINANCE-CONDUIT--4.05%                                                           
    1,500   Compagnie Bancaire USA Funding Corporation .................         09/19/97                  5.590           1,495,807
                                                                                                                          ----------
FINANCE-SUBSIDIARY--7.50%                                                        
    1,500   Creditanstalt Finance Incorporated .........................         09/12/97                  5.510           1,497,475
    1,275   National Australia Funding (Delaware)                                
              Incorporated .............................................         09/08/97                  5.500           1,273,636
                                                                                                                          ----------
                                                                                                                           2,771,111
                                                                                                                          ----------
FOOD, BEVERAGE & TOBACCO--2.70%                                                  
    1,000   Grand Metropolitan Capital Corporation .....................         09/11/97                  5.530             998,464
                                                                                                                          ----------
MISCELLANEOUS--2.28%                                                             
      850   Beta Finance Incorporated ..................................         11/06/97                  5.510             841,414
                                                                                                                          ----------
Total Commercial Paper (cost--$22,159,225) .............................                                                  22,159,225
                                                                                                                          ----------
SHORT-TERM CORPORATE OBLIGATIONS--17.06%                                         
BROKER-DEALER--2.17%                                                             
      800   Bear Stearns Companies Incorporated ........................         09/02/97            5.590 to 5.680*         800,000
                                                                                                                          ----------
FINANCE-CONSUMER--5.41%                                                          
    2,000   Household Finance Corporation ..............................         10/15/97                  6.250           2,000,966
                                                                                                                          ----------
FINANCE-DIVERSIFIED--2.03%                                                       
      750   Associates Corporation of North America ....................         02/01/98                  6.125             749,749
                                                                                                                          ----------
FOOD, BEVERAGE & TOBACCO--1.36%                                                  
      500   Philip Morris Companies, Incorporated ......................         12/01/97                  9.250             504,276
                                                                                                                          ----------
INSURANCE--3.38%                                                                 
    1,250   USAA Capital Corporation ...................................         11/17/97                  5.730           1,249,240
                                                                                                                          ----------
MISCELLANEOUS--2.71%                                                             
    1,000   Beta Finance Incorporated ..................................         09/02/97                  5.540*          1,000,000
                                                                                                                          ----------
Total Short-Term Corporate Obligations (cost--$6,304,231) ..............                                                   6,304,231
                                                                                                                          ----------
</TABLE>


4

<PAGE>

<TABLE>
<CAPTION>

  PRINCIPAL
   AMOUNT                                                                        MATURITY               INTEREST
    (000)                                                                         DATES                   RATES              VALUE
  --------                                                                 --------------------      ---------------      ----------
<S>                                                                              <C>                       <C>            <C>       
REPURCHASE AGREEMENT--0.66%
     $245   Repurchase Agreement dated 08/29/97 with
              State Street Bank and Trust Company,
              collateralized by $244,322 U.S. Treasury Notes
              5.750% due 09/30/97; proceeds: $245,136
              (cost--$245,000) .........................................         09/02/97                  5.000%       $   245,000
                                                                                                                        -----------
Total Investments (cost--$37,207,100 which approximates cost
  for federal income tax purposes)--100.69% ............................                                                 37,207,100
Liabilities in excess of other assets--(0.69%) .........................                                                   (253,231)
                                                                                                                        -----------
Net Assets (applicable to 13,496,361, 18,754,221 and 
  4,714,569 shares of Class A, Class B, and Class C, respectively,
  each equivalent to $1.00 per share)--100% ............................                                                $36,953,869
                                                                                                                        ===========
</TABLE>


- ----------
*    Variable rate  securities-maturity  date reflects  earlier of reset date or
     maturity  date. The interest rates shown are the current rates as of August
     31, 1997, and reset periodically.
@    Interest rates shown are discount rates at date of purchase.

                        Weighted average maturity 56 days

                 See accompanying notes to financial statements


                                                                               5

<PAGE>



PAINEWEBBER MONEY MARKET FUND

STATEMENT OF OPERATIONS

                                                              FOR THE SIX MONTHS
                                                                     ENDED
                                                                AUGUST 31, 1997
                                                                  (UNAUDITED)
                                                              ------------------
INVESTMENT INCOME:
Interest .....................................................      $ 1,246,799
                                                                    -----------
EXPENSES:
Investment advisory and administration .......................          110,266
Service fees--Class A ........................................           20,791
Service and distribution fees--Class B .......................           80,964
Service and distribution fees--Class C .......................           22,061
State registration fees ......................................           34,531
Legal and audit ..............................................           29,244
Transfer agency and service fees .............................           27,108
Reports and notices to shareholders ..........................           23,944
Directors' fees ..............................................            6,125
Custody and accounting .......................................            2,190
Other expenses ...............................................            2,225
                                                                    -----------
                                                                        359,449
                                                                    -----------
NET INVESTMENT INCOME ........................................          887,350
NET REALIZED LOSSES FROM INVESTMENT TRANSACTIONS .............             (265)
                                                                    -----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .........      $   887,085
                                                                    ===========

                 See accompanying notes to financial statements


6

<PAGE>


STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                          FOR THE
                                                                         SIX MONTHS
                                                                            ENDED       FOR THE YEAR
                                                                       AUGUST 31, 1997      ENDED
                                                                         (UNAUDITED)  FEBRUARY 28, 1997
                                                                        ------------    ------------
FROM OPERATIONS:
<S>                                                                     <C>             <C>         
Net investment income ...............................................   $    887,350    $  1,613,777
Net realized gains (losses) from investment transactions ............           (265)          7,764
                                                                        ------------    ------------
Net increase in net assets resulting from operations ................        887,085       1,621,541
                                                                        ------------    ------------
Dividends to shareholders from:
Net investment income--Class A ......................................       (361,450)       (631,332)
Net investment income--Class B ......................................       (414,496)       (804,674)
Net investment income--Class C ......................................       (111,404)       (177,771)
                                                                        ------------    ------------
                                                                            (887,350)     (1,613,777)
                                                                        ------------    ------------
NET INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS      1,253,814     (20,388,584)
                                                                        ------------    ------------
Net increase (decrease) in net assets ...............................      1,253,549     (20,380,820)

NET ASSETS:
Beginning of period .................................................     35,700,320      56,081,140
                                                                        ------------    ------------
End of period .......................................................   $ 36,953,869    $ 35,700,320
                                                                        ============    ============

</TABLE>


                 See accompanying notes to financial statements


                                                                               7

<PAGE>


NOTES TO FINANCIAL STATEMENTS (unaudited)

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

   PaineWebber  Master  Series,  Inc.  ("Master  Series")  was  incorporated  in
Maryland on October 29, 1985 and is registered  with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, as an open-end,
diversified  series  investment  company  which  currently  offers two series of
shares:  PaineWebber  Money Market Fund ("Fund") and PaineWebber  Balanced Fund.
The financial statements for PaineWebber Balanced Fund are not included herein.

   The Fund offers  Class A, Class B and Class C shares.  Each class  represents
interests  in the same assets of the Fund and the classes are  identical  except
for   differences  in  their  sales  charge   structure,   ongoing  service  and
distribution charges and certain transfer agency expenses. In addition,  Class B
shares  automatically  convert to Class A shares  approximately  six years after
initial  issuance.  All classes of shares have equal voting  privileges,  except
that each class has exclusive  voting rights with respect to its service  and/or
distribution  plan.  All  classes  of shares  may be  obtained  only  through an
exchange of shares of the corresponding class of other PaineWebber mutual funds.

   The preparation of financial statements in accordance with generally accepted
accounting principles requires Fund management to make estimates and assumptions
that affect the reported  amounts and  disclosures in the financial  statements.
Actual results could differ from those estimates.  The following is a summary of
significant accounting policies:

   VALUATION AND ACCOUNTING FOR INVESTMENTS--Investments are valued at amortized
cost which approximates  market value.  Investment  transactions are recorded on
the trade date.  Realized  gains and losses  from  investment  transactions  are
calculated  using the identified cost method.  Interest income is recorded on an
accrual basis.  Premiums are amortized and discounts are accreted as adjustments
to interest income and the identified cost of investments.

   REPURCHASE   AGREEMENTS--The   Fund's   custodian  takes  possession  of  the
collateral  pledged for  investments  in repurchase  agreements.  The underlying
collateral is valued daily on a  mark-to-market  basis to ensure that the value,
including  accrued  interest,  is at least equal to the repurchase price. In the
event of  default of the  obligation  to  repurchase,  the Fund has the right to
liquidate  the  collateral  and  apply  the  proceeds  in  satisfaction  of  the
obligation.  Under certain circumstances,  in the event of default or bankruptcy
by the  other  party  to the  agreement,  realization  and/or  retention  of the
collateral  may be subject to legal  proceedings.  The Fund may  participate  in
joint  repurchase  agreement  transactions  with other funds managed by Mitchell
Hutchins  Asset  Management  Inc.  ("Mitchell  Hutchins"),  a wholly owned asset
management subsidiary of PaineWebber and investment adviser and administrator of
the Fund.

   NET  INVESTMENT  INCOME  AND  INVESTMENT  TRANSACTIONS--Income  and  expenses
(excluding  class-specific expenses) are allocated proportionately to each class
of shares based upon the relative net asset value of dividend-eligible shares of
each class at the  beginning  of the day (after  adjusting  for current  capital
share  activity  of the  respective  classes).  Realized  gains and  losses  are
allocated  proportionately to each class of shares based upon the relative value
of shares  outstanding at the beginning of the day (after  adjusting for current
capital share activity of the respective classes).  Class-specific  expenses are
charged directly to the applicable class of shares.

   DIVIDENDS AND  DISTRIBUTIONS--Dividends and distributions to shareholders are
recorded on the ex-dividend date.  Dividends and distributions are determined in
accordance with federal income tax  regulations  which may differ from generally
accepted  accounting   principles.   These  "book/tax"  differences  are  either
considered temporary or permanent in nature. To the extent these differences are
permanent in nature,  such amounts are reclassified  within the capital accounts
based on their federal tax-basis treatment; temporary differences do not require
reclassification.


8

<PAGE>


NOTES TO FINANCIAL STATEMENTS (unaudited)

CONCENTRATION OF RISK

   The  ability of the issuers of the debt  securities  held by the Fund to meet
their  obligations  may be affected by economic  developments,  including  those
particular to a specific industry or region.

INVESTMENT ADVISER AND ADMINISTRATOR

   The Board of Directors of Master Series has approved an  Investment  Advisory
and Administration Contract ("Advisory Contract") with Mitchell Hutchins,  under
which Mitchell  Hutchins serves as investment  adviser and  administrator of the
Fund. In accordance with the Advisory Contract,  the Fund pays Mitchell Hutchins
an investment  advisory and administration  fee, which is accrued daily and paid
monthly,  at the annual rate of 0.50% of the Fund's average daily net assets. At
August 31, 1997, the Fund owed Mitchell Hutchins $16,702 for investment advisory
and administration fees.

DISTRIBUTION PLANS

   Mitchell  Hutchins is the  distributor of the Fund's shares and has appointed
PaineWebber as the exclusive dealer for the sale of those shares. Under separate
plans of  service  and/or  distribution  pertaining  to the Class A, Class B and
Class C shares,  the Fund pays  Mitchell  Hutchins  monthly  service fees at the
annual rate of 0.25% of the average daily net assets of each class of shares and
monthly  distribution  fees at an annual rate of 0.50% of the average  daily net
assets of Class B and Class C shares.  At August 31, 1997 the Fund owed Mitchell
Hutchins $19,166 in service and distribution fees.

   Mitchell Hutchins also receives the proceeds of the contingent deferred sales
charges  paid upon certain  redemptions  of Class A, Class B and Class C shares.
Mitchell Hutchins has informed the Fund that for the six months ended August 31,
1997, it earned $41,177 in sales charges.

TRANSFER AGENCY SERVICE FEES

   Prior to August 1, 1997, the Fund paid PaineWebber an annual fee of $4.00 per
active PaineWebber shareholder account, plus certain out-of-pocket expenses, for
certain  services not provided by the Fund's transfer agent.  For these services
for the period ended July 31, 1997, PaineWebber earned $5,548 in service fees.

   Subsequent to August 1, 1997,  PaineWebber  provides  transfer agency related
services to the Fund pursuant to a delegation of authority from PFPC,  Inc., the
Fund's  transfer agent,  and was compensated  $1,796 for the month of August for
these services by PFPC, Inc., not the Fund.

OTHER LIABILITIES

   At August 31,  1997,  the amounts  payable for Fund  shares  repurchased  and
dividends payable aggregated $362,760 and $100,898, respectively.

CAPITAL STOCK

   There are 10 billion  shares of $0.001 par value common stock  authorized for
Master Series,  of which 1 billion were allocated to the Fund.  Transactions  in
shares of common stock, at $1.00 per share, were as follows:

<TABLE>
<CAPTION>

                                                           CLASS A                    CLASS B                     CLASS C
                                                 --------------------------   -------------------------   -------------------------
                                                     FOR THE     FOR THE        FOR THE      FOR THE        FOR THE      FOR THE
                                                   SIX MONTHS  YEAR ENDED      SIX MONTHS   YEAR ENDED     SIX MONTHS   YEAR ENDED
                                                     ENDED        ENDED          ENDED         ENDED         ENDED        ENDED
                                                   AUGUST 31,  FEBRUARY 28,    AUGUST 31,   FEBRUARY 28,   AUGUST 31,  FEBRUARY 28
                                                     1997          1997           1997          1997          1997         1997
                                                 -----------   ------------   -----------   -----------   -----------  ------------
<S>                                              <C>           <C>            <C>           <C>           <C>           <C>         
Shares sold                                       44,579,087    125,631,344    28,124,231    19,555,704    77,933,210    76,050,153
Shares repurchased                               (44,857,891)  (139,742,746)  (26,422,318)  (26,762,760)  (78,795,488)  (76,435,118)
Shares converted from Class B to Class A           1,667,431      1,679,739    (1,667,431)   (1,679,739)       --            --
Dividends reinvested                                 300,804        503,194       321,081       678,507        71,098       133,138
                                                 -----------   ------------   -----------   -----------   -----------  ------------
Net increase (decrease) in shares outstanding      1,689,431    (11,928,469)      355,563    (8,208,288)     (791,180)     (251,827)
                                                 ===========   ============   ===========   ===========   ===========   ===========
</TABLE>

                                                                               9

<PAGE>


NOTES TO FINANCIAL STATEMENTS (unaudited)

FEDERAL TAX STATUS

   The Fund intends to distribute substantially all of its taxable income and to
comply with the other  requirements  of the Internal  Revenue Code applicable to
regulated  investment  companies.  Accordingly,  no provision for federal income
taxes is required.  In  addition,  by  distributing  during each  calendar  year
substantially all of its net investment income,  capital gains and certain other
amounts, if any, the Fund intends not to be subject to federal excise tax.

   At February 28,  1997,  the Fund had capital  loss  carryforwards  of $11,016
available as a reduction,  to the extent provided in the regulations,  of future
net realized gains, which will expire between February 28, 1999 and February 28,
2003. To the extent that such losses are used to offset future capital gains, it
is probable that the gains so offset will not be distributed.


10

<PAGE>


                       This page intentionally left blank.

<PAGE>


PAINEWEBBER MONEY MARKET FUND

FINANCIAL HIGHLIGHTS

SELECTED DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH PERIOD IS
PRESENTED BELOW:

<TABLE>
<CAPTION>

                                                                                            CLASS A
                                                         --------------------------------------------------------------------------
                                                           FOR THE
                                                          SIX MONTHS                        FOR THE YEARS ENDED
                                                            ENDED     -------------------------------------------------------------
                                                          AUGUST 31,                                       FEBRUARY 28,
                                                             1997     FEBRUARY 28, FEBRUARY 29,   ---------------------------------
                                                         (UNAUDITED)      1997         1996         1995         1994         1993
                                                           -------      -------      -------      -------      -------      -------
<S>                                                        <C>          <C>          <C>          <C>          <C>          <C>   
Net asset value, beginning of period .................     $  1.00      $  1.00      $  1.00      $  1.00      $  1.00      $  1.00
                                                           -------      -------      -------      -------      -------      -------
Net investment income ................................       0.022        0.040        0.046        0.037        0.016        0.022
Dividends from net investment income .................      (0.022)      (0.040)      (0.046)      (0.037)      (0.016)      (0.022)
                                                           -------      -------      -------      -------      -------      -------
Net asset value, end of period .......................     $  1.00      $  1.00      $  1.00      $  1.00      $  1.00      $  1.00
                                                           =======      =======      =======      =======      =======      =======
Total investment return(1) ...........................        2.19%        4.11%        4.69%        3.95%        1.64%        2.25%
                                                           =======      =======      =======      =======      =======      =======
Ratios/Supplemental data:
Net assets, end of period (000's) ....................     $13,497      $11,808      $23,735      $21,042      $14,204      $11,716
EXPENSES TO AVERAGE NET ASSETS .......................        1.31%*       1.42%        1.31%        1.06%        1.72%        1.74%
Net investment income to average net assets ..........        4.35%*       4.09%        4.68%        3.85%        1.70%        2.18%

</TABLE>

- ----------
*   Annualized
+   Commencement of issuance of shares
(1) Total investment  return is calculated  assuming a $1,000 investment in Fund
    shares  on the  first  day of  each  period  reported,  reinvestment  of all
    dividends and other  distributions  at net asset value on the payable dates,
    and a sale at net asset value on the last day of each period  reported.  The
    figures do not include sales charges;  results for each class would be lower
    if sales charges were included.  Total investment return for periods of less
    than one year has not been annualized.


12

<PAGE>


PAINEWEBBER MONEY MARKET FUND

FINANCIAL HIGHLIGHTS (Continued)

<TABLE>
<CAPTION>

                                                                                           CLASS B
                                                         --------------------------------------------------------------------------
                                                           FOR THE
                                                          SIX MONTHS                        FOR THE YEARS ENDED
                                                            ENDED     -------------------------------------------------------------
                                                          AUGUST 31,                                       FEBRUARY 28,
                                                             1997     FEBRUARY 28, FEBRUARY 29,   ---------------------------------
                                                         (UNAUDITED)      1997         1996         1995         1994         1993
                                                           -------      -------      -------      -------      -------      -------
<S>                                                        <C>          <C>          <C>          <C>          <C>          <C>   
Net asset value, beginning of period .................     $  1.00      $  1.00      $  1.00      $  1.00      $  1.00      $  1.00
                                                           -------      -------      -------      -------      -------      -------
Net investment income ................................       0.019        0.035        0.041        0.032        0.011        0.016
Dividends from net investment income .................      (0.019)      (0.035)      (0.041)      (0.032)      (0.011)      (0.016)
                                                           -------      -------      -------      -------      -------      -------
Net asset value, end of period .......................     $  1.00      $  1.00      $  1.00      $  1.00      $  1.00      $  1.00
                                                           =======      =======      =======      =======      =======      =======
Total investment return(1) ...........................        1.93%        3.60%        4.18%        3.41%        1.12%       1.73%
                                                           =======      =======      =======      =======      =======      =======
Ratios/Supplemental data:                                
Net assets, end of period (000's) ....................     $18,745      $18,389      $26,592      $39,123      $ 9,819      $15,280
EXPENSES TO AVERAGE NET ASSETS .......................        1.81%*       1.90%        1.79%        1.55%        2.25%        2.28%
Net investment income to average net assets ..........        3.84%*       3.55%        4.17%        3.46%        1.16%        1.69%


</TABLE>


<TABLE>
<CAPTION>

                                                                                         CLASS C
                                                      --------------------------------------------------------------------------
                                                      FOR THE
                                                     SIX MONTHS                FOR THE YEARS ENDED                 FOR THE PERIOD
                                                       ENDED     ------------------------------------------------  JULY 14, 1992+
                                                     AUGUST 31,                                  FEBRUARY 28,            TO
                                                        1997     FEBRUARY 28, FEBRUARY 29,   --------------------    FEBRUARY 28
                                                    (UNAUDITED)      1997         1996         1995         1994         1993
                                                      -------      -------      -------      -------      -------      -------
<S>                                                   <C>          <C>          <C>          <C>          <C>          <C>   
Net asset value, beginning of period ...............  $  1.00      $  1.00      $  1.00      $  1.00      $  1.00      $  1.00
                                                      -------      -------      -------      -------      -------      -------
Net investment income ..............................    0.019        0.034        0.041        0.033        0.012        0.009
Dividends from net investment income ...............   (0.019)      (0.034)      (0.041)      (0.033)      (0.012)      (0.009)
                                                      -------      -------      -------      -------      -------      -------
Net asset value, end of period .....................  $  1.00      $  1.00      $  1.00      $  1.00      $  1.00      $  1.00
                                                      =======      =======      =======      =======      =======      =======
Total investment return(1) .........................     1.90%        3.50%        4.14%        3.44%        1.19%        0.81%
                                                      =======      =======      =======      =======      =======      =======
Ratios/Supplemental data:                           
Net assets, end of period (000's) ..................  $ 4,712      $ 5,504      $ 5,754      $16,137      $ 9,430      $ 2,220
EXPENSES TO AVERAGE NET ASSETS .....................     1.88%*       1.99%        1.79%        1.55%        2.14%        2.14%*
Net investment income to average net assets ........     3.79%*       3.47%        4.27%        3.35%        1.36%        1.67%*

</TABLE>


                                                                              13

<PAGE>



DIRECTORS

E. Garrett Bewkes, Jr.
CHAIRMAN                        Mary C. Farrell
                                Meyer Feldberg
Margo N. Alexander              George W. Gowen
Richard Q. Armstrong            Frederic V. Malek
Richard R. Burt                 Carl W. Schafer


PRINCIPAL OFFICERS

Margo N. Alexander              Paul H. Schubert
PRESIDENT                       VICE PRESIDENT AND TREASURER

Victoria E. Schonfeld           Dennis McCauley
VICE PRESIDENT                  VICE PRESIDENT

Dianne E. O'Donnell             Susan P. Ryan
VICE PRESIDENT AND SECRETARY    VICE PRESIDENT


INVESTMENT ADVISER
ADMINISTRATOR AND DISTRIBUTOR

Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019


THE FINANCIAL  INFORMATION INCLUDED HEREIN IS TAKEN FROM THE RECORDS OF THE FUND
WITHOUT  EXAMINATION  BY  INDEPENDENT  AUDITORS  WHO DO NOT  EXPRESS  AN OPINION
THEREON. 

THIS REPORT IS NOT TO BE USED IN  CONNECTION  WITH THE OFFERING OF SHARES OF THE
FUND UNLESS ACCOMPANIED OR PRECEDED BY AN EFFECTIVE PROSPECTUS.


<PAGE>

                               PaineWebber [Logo]
                        (C)1997 PaineWebber Incorporated
                                   Member SIPC


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission