<PAGE> PAGE 1
000 A000000 02/29/2000
000 C000000 0000878089
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 Y
000 H000000 N
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000 J000000 A
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001 C000000 2127133041
002 A000000 51 WEST 52 STREET
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10019
003 000000 N
004 000000 N
005 000000 N
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007 C010700 7
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008 A00AA01 MITCHELL HUTCHINS ASSET MANAGEMENT INC.
008 B00AA01 A
008 C00AA01 801-13219
008 D01AA01 NEW YORK
008 D02AA01 NY
008 D03AA01 10019
010 A00AA01 MITCHELL HUTCHINS ASSET MANAGEMENT INC.
010 B00AA01 801-13219
010 C01AA01 NEW YORK
010 C02AA01 NY
010 C03AA01 10019
011 A00AA01 PAINEWEBBER INC.
011 B00AA01 8-16267
011 C01AA01 NEW YORK
011 C02AA01 NY
011 C03AA01 10019
012 A00AA01 PFPC
<PAGE> PAGE 2
012 B00AA01 84-00000
012 C01AA01 WILMINGTON
012 C02AA01 DE
012 C03AA01 19809
013 A00AA01 ERNST & YOUNG
013 B01AA01 NEW YORK
013 B02AA01 NY
013 B03AA01 10019
014 A00AA01 PAINEWEBBER INC.
014 B00AA01 8-16267
015 A00AA01 STATE STREET BANK & TRUST CO.
015 B00AA01 C
015 C01AA01 BOSTON
015 C02AA01 MA
015 C03AA01 02171
015 E01AA01 X
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 76
019 C00AA00 PAINEWEBBE
020 A000001 BEAR STEARNS SECURITIES
020 B000001 13-3299429
020 C000001 14
020 A000002 MORGAN, J.P., SECURITIES
020 B000002 13-3224016
020 C000002 14
020 A000003 DONALDSON, LUFKIN & JENRETTE
020 B000003 13-2741729
020 C000003 11
020 A000004 FIRST BOSTON CORP.
020 B000004 13-5659485
020 C000004 10
020 A000005 MERRILL LYNCH PIERCE FENNER
020 B000005 13-5674085
020 C000005 9
020 A000006 LEHMAN BROTHERS INC.
020 B000006 00-0000000
020 C000006 8
020 A000007 PAINEWEBBER INC.
020 B000007 13-2638166
020 C000007 8
020 A000008 FURMAN SELZ MAGER DIETZ
020 B000008 13-2753731
020 C000008 7
020 A000009 WARBURG DILLON READ LLC
020 B000009 13-3340045
020 C000009 7
020 A000010 BANC AMERICA SECURITY LLC
020 B000010 00-0000000
020 C000010 6
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<PAGE> PAGE 3
022 A000001 STATE STREET BANK & TRUST COMPANY
022 B000001 04-2523566
022 C000001 383471
022 D000001 233000
022 A000002 DRESNER SECURITIES INC
022 B000002 22-2094140
022 C000002 171814
022 D000002 0
022 A000003 SG WARBURG
022 B000003 00-0000000
022 C000003 119226
022 D000003 0
022 A000004 ZIONS BANK
022 B000004 00-0000000
022 C000004 117825
022 D000004 0
022 A000005 SOCIETE GENERALE
022 B000005 13-1976032
022 C000005 85656
022 D000005 0
022 A000006 BANC ONE CAPITAL MARKETS
022 B000006 00-0000000
022 C000006 61891
022 D000006 0
022 A000007 MORGAN STANLEY & CO
022 B000007 13-2655998
022 C000007 28684
022 D000007 5860
022 A000008 LEHMAN BROTHERS INC.
022 B000008 00-0000000
022 C000008 25125
022 D000008 0
022 A000009 DB CLEARING SERVICES
022 B000009 00-0000000
022 C000009 21367
022 D000009 2683
022 A000010 HOUSEHOLD FINANCE
022 B000010 00-0000000
022 C000010 18950
022 D000010 5690
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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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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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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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FORM 10f-3 FUND: PaineWebber Mid
Cap
Fund
Record of Securities Purchased Under the
Fund's Rule
10f-3 Procedures
1. Issuer: US Internet Working
2. Date of Purchase: 4/8/99
3. Date offering commenced:
4/8/99
4. Underwriters from whom purchased:
First
Boston
5. "Affiliated Underwriter" managing
or
participating in syndicate: PaineWebber
6. Aggregate principal amount of
purchase:
46,200
7. Aggregate principal amount of
offering:
$126,000,000
8. Purchase price (net of fees and
expenses):
$21.00
9. Initial public offering price:
$21.00
10. Commission, spread or profit:
%
$.89
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/ Antony J. Scott
Date: 5-5-99
FORM 10f-3 FUND: PaineWebber Mid
Cap
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:
10,000
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/ Antony J. Scott
Date: 6-2-99
FORM 10f-3 FUND: PaineWebber Mid
Cap
Fund
Record of Securities Purchased Under the
Fund's Rule
10f-3 Procedures
1. Issuer: Scientific Corp.
2. Date of Purchase: 5/13/99
3. Date offering commenced:
5/14/99
4. Underwriters from whom purchased:
Morgan Stanley
5. "Affiliated Underwriter" managing
or
participating in syndicate: PaineWebber
6. Aggregate principal amount of
purchase:
2,000
7. Aggregate principal amount of
offering:
3,000,000
8. Purchase price (net of fees and
expenses):
$20.00
9. Initial public offering price:
$20.00
10. Commission, spread or profit:
%
$.84
11. Have the following conditions been
satisfied?
YES
NO
a. The securities are part of an
issue registered under the Securities
Act of 1933
which is being offered to the public.
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/ Antony J. Scott
Date: 5-14-99
FORM 10f-3 FUND: PaineWebber Mid
Cap
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:
9,800
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/ Antony J. Scott
Date: 5/26/99
FORM 10f-3 FUND: PaineWebber Mid
Cap
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:
12,000
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/ Antony J. Scott
Date: 6/21/99
FORM 10f-3 FUND: PaineWebber Mid
Cap
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:
1,000
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/ Antony J. Scott
Date: 10-28-99
FORM 10f-3 FUND: PaineWebber Mid
Cap
Fund
Record of Securities Purchased Under the
Fund's Rule
10f-3 Procedures
1. Issuer: Data Return Corp.
2. Date of Purchase: 10/28/99
3. Date offering commenced:
10/27/99
4. Underwriters from whom purchased:
Bear
Stearns
5. "Affiliated Underwriter" managing
or
participating in syndicate: PaineWebber
6. Aggregate principal amount of
purchase:
9,500
7. Aggregate principal amount of
offering:
6,250,000
8. Purchase price (net of fees and
expenses):
$13.00
9. Initial public offering price:
$13.00
10. Commission, spread or profit:
%
$.55
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/ Antony J. Scott
Date: 10-28-99
FORM 10f-3 FUND: PaineWebber Mid
Cap
Fund
Record of Securities Purchased Under the
Fund's Rule
10f-3 Procedures
1. Issuer: Calpine Corp.
2. Date of Purchase: 10/28/99
3. Date offering commenced:
10/27/99
4. Underwriters from whom purchased:
First
Boston
5. "Affiliated Underwriter" managing
or
participating in syndicate: PaineWebber
6. Aggregate principal amount of
purchase:
25,000
7. Aggregate principal amount of
offering:
7,200,000
8. Purchase price (net of fees and
expenses):
$46.3125
9. Initial public offering price:
$46.3125
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/ Antony J. Scott
Date: 10-28-99
