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SIGNATURE PAUL SCHUBERT
TITLE TREASURER
FORM 10f-3 FUND: PaineWebber Financial Services Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Hartford Life
2. Date of Purchase: 5/21/97 3. Date offering commenced: 5/21/97
4. Underwriters from whom purchased:Conning & Co.
5. "Affiliated Underwriter" managing or participating in syndicate: PWJ
6. Aggregate principal amount of purchase: $ 11,300
7. Aggregate principal amount of offering: $ 649,750,000
8. Purchase price (net of fees and expenses): $ 28.25
9. Initial public offering price: $ 28.25
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 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: Karen Finkel Date: 9/4/97
FORM 10f-3 FUND: PaineWebber Financial Services Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Homeside Inc. 2. Date of Purchase: 1/30/97
3. Date offering commenced: 1/30/97
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating
in syndicate: PaineWebber
6. Aggregate principal amount of purchase: $ 15,000
7. Aggregate principal amount of offering: $ 110,250,000
8. Purchase price (net of fees and expenses): $ 15.00
9. Initial public offering price: $ 15.00
10.Commission, spread or profit: % $ 0.56
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: Karen Finkel Date: 1/31/97
FORM 10f-3 FUND: PaineWebber Financial Services Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Hartford Life.
2. Date of Purchase: 5/21/97 3. Date offering commenced: 5/21/97
4. Underwriters from whom purchased: Goldman Sachs
5. "Affiliated Underwriter" managing or participating in syndicate: PWJ
6. Aggregate principal amount of purchase: $ 211,875
7. Aggregate principal amount of offering: $ 649,750,000
8. Purchase price (net of fees and expenses): $ 28.25
9. Initial public offering price: $ 28.25
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 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: Karen Finkel Date: 9/4/97
FORM 10f-3 FUND: PaineWebber Financial Services Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Westfield America 2. Date of Purchase: 5/15/97
3. Date offering commenced: 5/15/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate: PWJ
6. Aggregate principal amount of purchase: $ 1,350,000
7. Aggregate principal amount of offering: $ 270,000,000
8. Purchase price (net of fees and expenses): $ 15.00
9. Initial public offering price: $ 15.00
10. Commission, spread or profit: % $ 0.58
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: Karen Finkel Date: 5/20/97
FORM 10f-3 FUND: PaineWebber Financial Services Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Southtrust Corp.
2. Date of Purchase: 1/29/97 3. Date offering commenced: 1/29/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating
in syndicate: PaineWebber
6. Aggregate principal amount of purchase: $ 368,752
7. Aggregate principal amount of offering: $ 66,375,000
8. Purchase price (net of fees and expenses): $ 36.875
9. Initial public offering price: $ 36.875
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: Karne Finkel Date: 1/29/97
FORM 10f-3 FUND: PaineWebber Financial Services Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Homeside Inc.
2. Date of Purchase: 1/30/97 3. Date offering commenced: 1/30/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating
in syndicate: PaineWebber
6. Aggregate principal amount of purchase: $ 375,000
7. Aggregate principal amount of offering: $ 110,250,000
8. Purchase price (net of fees and expenses): $ 15.00
9. Initial public offering price: $ 15.00
10.Commission, spread or profit: % $ 0.56
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: Karen Finkel Date: 1/31/97
FORM 10f-3 FUND: PaineWebber Financial Services Growth Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Washington Mutual .
2. Date of Purchase: 1/22/97 3. Date offering commenced: 1/22/97
4. Underwriters from whom purchased: Merrill Lynch
5."Affiliated Underwriter" managing or participating in
syndicate: PaineWebber
6. Aggregate principal amount of purchase: $ 475,000
7. Aggregate principal amount of offering: $692,977,500
8. Purchase price (net of fees and expenses): $ 47.50
9. Initial public offering price: $ 47.50
10. Commission, spread or profit: % $ 0.57
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered
under the Securities Act of 1933 which is being
offered to the public or are "municipal securities"
as defined in Section 3(a)(29) of the Securities
Exchange Act of 1934. X ___
b. The securities were purchased prior to the end of
the end first full business day of the offering
at not more than the initial offering price (or,
if a rights offering, the securities were purchased
on or before the fourth day preceding the day on
which the offering terminated. X ___
c. The underwriting was a firm commitment underwriting. X ___
d. The commission, spread or profit was reasonable and
fair in relation to that being received by others for
underwriting similar securities during the same period. X ___
e. (1) If securities are registered under the Securities
Act of 1933, the issuer of the securities and its
predecessor have been in continuous operation for not
less than three years. X ___
(2)If securities are municipal securities, the issue
of securities has received an investment grade rating
from a nationally recognized statistical rating
organization or, if the issuer or entity supplying the
revenues from which the issue is to be paid shall have
been in continuous operation for less than three years
(including any predecessor), the issue has received one
of the three highest ratings from at least one such
rating organization. N/A ___
f. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins did
not exceed 4% of the principal amount of the offering
or $500,000 in principal amount, whichever is greater,
provided that in no event did such amount exceed 10%
of the principal amount of the offering. X ___
g. The purchase price was less than 3% of the Fund's
total assets. X ___
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with
respect to municipal securities, no purchases were
designated as group sales or otherwise allocated to
the account of any Affiliated Underwriter. X ___
Approved: Karen Finkel Date: 1/29/97
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