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<PAGE> PAGE 2
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<PAGE> PAGE 7
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SIGNATURE JULIAN SLUYTERS
TITLE TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PAGE>
[LETTERHEAD OF PRICE WATERHOUSE LLP]
PRICE WATERHOUSE LLP [LOGO]
September 19, 1996
To the Trustees of
PaineWebber Small Cap Fund
In planning and performing our audit of the financial statements of Paine Webber
Small Cap Fund (the "Fund") for the year ended July 31, 1996, we considered its
internal control structure, including procedures for safeguarding securities, in
order to determine our auditing procedures for the purposes of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-SAR, and not to provide assurance on the internal control structure.
The management of the Fund is responsible for establishing and maintaining an
internal control structure. In fulfilling this responsibility, estimates and
judgments by management are required to assesss the expected benefits and
related costs of internal control structure policies and procedures. Two of the
objectives of an internal control structure are to provide management with
reasonable, but not absolute, assurance that assets are appropriately
safeguarded against loss from unauthorized use or disposition and that
transactions are executed in accordance with management's authorization and
recorded properly to permit preparation of financial statements in conformity
with generally accepted accounting principles.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and not be detected. Also, projection of any
evaluation of the structure to future periods is subject to the risk that it may
become inadequate because of changes in conditions or that the effectiveness of
the design and operation may deteriorate.
Our consideration of the internal control structure would not necessarily
disclose all matters in the internal control structure that might be material
weaknesses under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce to
a relatively low level the risk that errors or irregularities in amounts that
would be material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in the normal
course of performing their assigned functions. However, we noted no matters
involving the internal control structure, including procedures for safeguarding
securities, that we consider to be material weaknesses as defined above as of
July 31, 1996.
This report is intended solely for the information and use of management and the
Securities and Exchange Commission.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
For filing period ended July 31, 1996 Exhibit 77I
File number 811-7374
PaineWebber Securities Trust - Small Cap Fund
The Fund has taken actions during the period covered by this report in an
attempt to conform the
nomenclature used for its share classes with the uniform nomenclature system
suggested by the
Investment Company Institute.
Shares of the Fund outstanding prior to November 10, 1995, that had been
designated Class D
shares were redesignated Class C shares as of that date.
In addition, on July 26, 1996, the Fund commenced offering a new class of
shares. These new
shares carry the designation Class Y shares and they do not have initial or
contingent deferred sales
charges or ongoing distribution and service fees.
The current Prospectuses and Statements of Additional Information of the
Fund contain a complete
description of the above referenced share classes and are hereby incorporated by
reference in response to
this Item 77I of Form N-SAR as follows:
The Prospectus and Statement of Additional Information included in the
Registrant's Registration
Statement on Form 485APOS filed with the Securities and Exchange Commission
through EDGAR on June
28, 1996, (Accession No. : 0000950112-96-002238 is incorporated herein by
reference in response to this
Sub-Item.
For period ending July 31, 1996 Attachment 77C
File Number 811-7630
PaineWebber Securities Trust - Small Cap Fund
A special meeting of shareholders was held on April 15, 1996, at which
the following proposals were approved:
To vote for or against the following changes to the Fund s fundamental
investment restrictions and policies (the enumeration below follows that used in
the related proxy statement):
Shares Voted
For
Shares Voted
Against
Shares Abstain
1. Modification of Fundamental Restriction on Portfolio Diversification
for Diversified Funds
3,036,593
32,468
385,048
2. Modification of Fundamental Restriction on Concentration
3,036,593
32,468
385,048
3. Modification of Fundamental Restriction on Senior Securities and
Borrowing
3,036,593
32,468
385,048
4. Modification of Fundamental Restriction on Making Loans
3,036,593
32,468
385,048
5. Modification of Fundamental Restriction on Underwriting Securities
3,036,593
32,468
385,048
6. Modification of Fundamental Restriction on Real Estate
Investments
3,036,593
32,468
385,048
7. Modification of Fundamental Restriction on Investing in
Commodities
3,036,593
32,468
385,048
8. Elimination of Fundamental Restriction on Margin Transactions
3,036,593
32,468
385,048
9. Elimination of Fundamental Restriction on Short Sales
3,036,593
32,468
385,048
10. Elimination of Fundamental Restiction on Investments in Oil, Gas
and Mineral Leases and Programs
3,036,593
32,468
385,048
11. Elimination of Fundamental Restriction on Investments in other
Investment Companies
3,036,593
32,468
385,048
In addition to the item noted above, the Fund s shareholders elected board
members. Pursuant to Instruction 2 of Sub-Item 77C of
Form N-SAR, it is not necessary to provide in this exhibit details concerning
shareholder action on this proposal since there were no
solicitations in opposition to the registrant s nominees and all of the
nominees were elected.
A more complete description of the proposal referred to above is hereby
incorporated by reference to the Fund s proxy materials dated
February 28, 1996 relating to the Special Meeting of Shareholders. These
Schedule 14A materials were filed with the Securities and Exchange
Commission via EDGAR on February 28, 1996; the accession code number was
0000950112-96-000634. <PAGE>
For filing period ended July 31, 1996
Exhibit 77D
File number 811-7374
PaineWebber Securities Trust - Small Cap Fund
Small Cap Fund changed its non-fundamental investment policies to include
the investment of up to 15% of the Fund s
assets in illiquid securities and to eliminate its floor of $250 million in
market capitalization for small cap securities.
<PAGE>
For filing period ended July 31, 1996 Exhibit 77M
File number 811-7374
PaineWebber Securities Trust - Small Cap Fund
The Combined Proxy Statement and Prospectus (the "Proxy Statement")
included in the Registrant's Registration
Statement on Form N-14 filed with the Securities and Exchange Commission
through EDGAR on February 28, 1996, (Accession
No.: 0000950112-96-000634), is incorporated herein by reference in response
to this Sub-Item. The transaction described in
the Proxy Statement was approved by the acquired fund s shareholders and was
consummated on July 26, 1996. Pursuant
to state law, no vote of the Registrant's shareholders was required. Actions
required by applicable state law, such as the
registration of additional shares of the Registrant under certain Blue Sky
laws, either have been or will be effected in accordance
with such laws. The other registered investment company party to the transaction
described in the proxy statement, Mitchell
Hutchins/Kidder, Peabody Investment Trust III, intends to cease existence as a
registered investment company.
<PAGE>
FORM 10f-3 FUND: PaineWebber Small Cap
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Planet Hollywood (PHII)
2. Date of Purchase: 4-18-96
3. Date offering commenced: 4-18-96
4. Underwriters from whom purchased: Bear Stearns
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $11,700
7. Aggregate principal amount of offering: 194,400,000
8. Purchase price (net of fees and expenses): 18
9. Initial public offering price: 18
10. Commission, spread or profit: % $.65
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 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: Donald R. James Date: 4-29-96 <PAGE>
FORM 10f-3
FUND: PaineWebber Small Cap
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Carbo Ceramics
2. Date of Purchase: 4-22-96
3. Date offering commenced: 4-22-96
4. Underwriters from whom purchased: Lehman Brothers
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $17,000
7. Aggregate principal amount of offering: 37,400,000
8. Purchase price (net of fees and expenses): 17
9. Initial public offering price: 17
10. Commission, spread or profit: % $.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 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: Donald R. James Date: 4-29-96 <PAGE>
FORM 10f-3
FUND: PaineWebber Small Cap
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Compuserve
2. Date of Purchase: 4-18-96
3. Date offering commenced: 4-18-96
4. Underwriters from whom purchased: Goldman Sachs
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $19,500
7. Aggregate principal amount of offering: 480,000,000
8. Purchase price (net of fees and expenses): 30
9. Initial public offering price: 30
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 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: Donald R. James Date: 4-29-96 <PAGE>
FORM 10f-3
FUND: PaineWebber Small Cap
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Heartport
2. Date of Purchase: 4-25-96
3. Date offering commenced: 4-25-96
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $21,000
7. Aggregate principal amount of offering: 105,000,000
8. Purchase price (net of fees and expenses): 21
9. Initial public offering price: 21
10. Commission, spread or profit: % $.90
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 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: Donald R. James Date: 4-29-96 <PAGE>
FORM 10f-3
FUND: PaineWebber Small Cap
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: American Portable Telecom
2. Date of Purchase: 4-25-96
3. Date offering commenced: 4-25-96
4. Underwriters from whom purchased: Donaldson Lufkin
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $289,000
7. Aggregate principal amount of offering: 187,000,000
8. Purchase price (net of fees and expenses): 17
9. Initial public offering price: 17
10. Commission, spread or profit: % $.64
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 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 ha
s 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
Deneficiary 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: Donald R. James
Date: 4-29-96 <PAGE>
FORM 10f-3 FUND: PaineWebber Small Cap
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Rutherferd - Moran Oil
2. Date of Purchase: 6-21-96
3. Date offering commenced: 6-21-96
4. Underwriters from whom purchased: J. P. Morgan
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $149,500
7. Aggregate principal amount of offering: 92,000,000
8. Purchase price (net of fees and expenses): 23
9. Initial public offering price: 23
10. Commission, spread or profit: % $.97
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 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: Donald R. James Date: 8-27-96 <PAGE>
FORM 10f-3
FUND: PaineWebber Small Cap
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Golden Bear Golf
2. Date of Purchase: 7-31-96
3. Date offering commenced: 7-31-96
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $84,800
7. Aggregate principal amount of offering: 82,560,000
8. Purchase price (net of fees and expenses): 16
9. Initial public offering price: 16
10. Commission, spread or profit: % $.64
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 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 shal
l 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: Donald R. James Date: 8-27-96 <PAGE>
FORM 10f-3
FUND: PaineWebber Small Cap
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Factset Data Systems
2. Date of Purchase: 6-28-96
3. Date offering commenced: 6-28-96
4. Underwriters from whom purchased: Donaldson Lufkin
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $238,000
7. Aggregate principal amount of offering: 53,125,000
8. Purchase price (net of fees and expenses): 17
9. Initial public offering price: 17
10. Commission, spread or profit: % $.71
11. Have the following conditions been satisfied?
YES
NO
a
. The securities are part of an issue registered under the Securities Act of
1933 which is
being offered to the public 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.
___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: Donald R. James Date: 8-27-96 <PAGE>
FORM 10f-3
FUND: PaineWebber Small Cap
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Donna Karen
2. Date of Purchase: 6-27-96
3. Date offering commenced: 6-27-96
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $24,000
7. Aggregate principal amount of offering: 255,100,000
8. Purchase price (net of fees and expenses): 24
9. Initial public offering price: 24
10. Commission, spread or profit: % $.87
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 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: Donald R. James Date: 8-27-96 <PAGE>
FORM 10f-3
fUND: PaineWebber Small Cap
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Keystone Automotive
2. Date of Purchase: 6-20-96
3. Date offering commenced: 6-20-96
4. Underwriters from whom purchased: Morgan Keegan
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $90,000
7. Aggregate principal amount of offering: 24,300,000
8. Purchase price (net of fees and expenses): 9
9. Initial public offering price: 9
10. Commission, spread or profit: % $.36
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 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: Donald R. James Date: 8-27-96
