For period ending June 30, 2000
Exhibit 77C
File number 811-4919
Strategic Fixed Income Portfolio
A Special Meeting of Shareholders was held on
March 16, 2000 to approve: (1) a new sub-
advisory contact with Pacific Investment Management
Company and (2) a policy to permit the
Board of Trustees to appoint and terminate sub-
advisers, enter into sub-advisory contracts and
approve amendments to sub-advisory contracts on behalf
of the Fund without further shareholder
approval.
FORM 10f-3 FUND: Series Trust Small Cap
Portfolio
Record of Securities Purchased Under the Fund's Rule
10f-3 Procedures
1. Issuer: Buy.Com Inc.
2. Date of Purchase: 02-08-00 3. Date offering
commenced: 02-07-00
3. Underwriters from whom purchased: Merrill
Lynch
4. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
5. Aggregate principal amount or number of shares
purchased: 1,095 shares
6. Aggregate principal amount or total number of
shares of offering: 17 million shares
7. Purchase price (net of fees and expenses): $13
8. Initial public offering price: $13
9. Commission, spread or profit: % $.55
10. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered
under the Securities Act of 1933
which is being offered to the public or are "municipal
securities" as defined in
Section 3(a)(29) of the Securities Exchange Act of
1934.
X
b. The securities were purchased prior to the end
of the first full business day of
the offering at not more than the initial offering
price (or, if a rights offering,
the securities were purchased on or before the fourth
day preceding the day on
which the offering terminated.
X
c. The underwriting was a firm commitment
underwriting.
X
d. The commission, spread or profit was reasonable
and fair in relation to that
being received by others for underwriting similar
securities during the same
period.
X
e. (1) If securities are registered under the
Securities Act of 1933, the issuer of
the securities and its predecessor have been in
continuous operation for not
less than three years.
X
(2) If securities are municipal securities, the
issue of securities has received
an investment grade rating from a nationally
recognized statistical rating
organization or, if the issuer or entity supplying the
revenues from which the
issue is to be paid shall have been in continuous
operation for less than three
years (including any predecessor), the issue has
received one of the three
highest ratings from at least one such rating
organization.
X
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.
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
Approved: /s/ Donald R. Jones Date:
02/08/00
FORM 10f-3 FUND: Series Trust Small Cap
Portfolio
Record of Securities Purchased Under the Fund's Rule
10f-3 Procedures
1. Issuer: Breeze.Com Ltd.
2. Date of Purchase: 03/23/00 3. Date offering
commenced: 03/23/00
3. Underwriters from whom purchased: CIBC
Oppenheimer
4. "Affiliated Underwriter" managing or
participating in syndicate: PaineWebber
5. Aggregate principal amount or number of shares
purchased: 200
6.Aggregate principal amount or total number of
shares of offering: 5,000,000
7. Purchase price (net of fees and expenses): $20
8. Initial public offering price: $20
9. Commission, spread or profit: % $.90
10. Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered
under the Securities Act of 1933
which is being offered to the public or are "municipal
securities" as defined in
Section 3(a)(29) of the Securities Exchange Act of
1934.
X
b. The securities were purchased prior to the end
of the first full business day of
the offering at not more than the initial offering
price (or, if a rights offering,
the securities were purchased on or before the fourth
day preceding the day on
which the offering terminated.
X
c. The underwriting was a firm commitment
underwriting.
X
d. The commission, spread or profit was reasonable
and fair in relation to that
being received by others for underwriting similar
securities during the same
period.
X
e. (1) If securities are registered under the
Securities Act of 1933, the issuer of
the securities and its predecessor have been in
continuous operation for not
less than three years.
X
(2) If securities are municipal securities, the
issue of securities has received
an investment grade rating from a nationally
recognized statistical rating
organization or, if the issuer or entity supplying the
revenues from which the
issue is to be paid shall have been in continuous
operation for less than three
years (including any predecessor), the issue has
received one of the three
highest ratings from at least one such rating
organization.
X
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.
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
Approved: /s/ Donald Jones Date: 03-
29-00
