<PAGE> PAGE 1
000 A000000 01/31/97
000 C000000 0000894632
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 PAINEWEBBER SECURITIES TRUST
001 B000000 811-7374
001 C000000 2127131074
002 A000000 1285 AVE. OF THE AMERICAS
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10019
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 2
007 C010100 1
007 C010200 2
007 C020200 PAINEWEBBER SMALL CAP FUND
007 C030200 N
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A00AA01 MITCHELL HUTCHINS ASSET MANAGEMENT, INC.
008 B00AA01 A
008 C00AA01 801-13219
008 D01AA01 NEW YORK
008 D02AA01 NY
008 D03AA01 10019
008 A00AA02 DELETE
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
<PAGE> PAGE 2
012 A00AA01 PROVIDENT FINANCIAL PROCESSING CORP.
012 B00AA01 84-0000
012 C01AA01 WILMINGTON
012 C02AA01 DE
012 C03AA01 19809
013 A00AA01 PRICE WATERHOUSE
013 B01AA01 NEW YORK
013 B02AA01 NY
013 B03AA01 10036
014 A00AA01 PAINEWEBBER INC.
014 B00AA01 8-16267
014 A00AA02 MITCHELL HUTCHINS ASSET MANAGEMENT INC.
014 B00AA02 8-21901
015 A00AA01 STATE STREET BANK & TRUST CO.
015 B00AA01 C
015 C01AA01 NORTH QUINCY
015 C02AA01 MA
015 C03AA01 02171
015 E01AA01 X
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 63
019 C00AA00 PAINEWEBBE
020 A000001 DONALDSON, LUFKIN & JENRICK
020 B000001 13-2741729
020 C000001 15
020 A000002 BERNSTEIN SANFORD & CO
020 B000002 13-2625874
020 C000002 6
020 A000003 ERNST & CO
020 B000003 13-5057900
020 C000003 5
020 A000004 BEAR STERNS SECURITIES
020 B000004 13-3299429
020 C000004 5
020 A000005 SMITH BARNEY INC
020 B000005 13-3371860
020 C000005 5
020 A000006 FINANCIAL CLEARING SERVICE
020 B000006 00-0000000
020 C000006 4
020 A000007 COWEN & CO
020 B000007 13-5616116
020 C000007 3
020 A000008 CANTOR FITZGERALD & CO
020 B000008 13-3680187
020 C000008 3
020 A000009 JEFFERIES & CO
020 B000009 95-2622900
020 C000009 3
020 A000010 MERRRILL LYNCH PIERCE FEN
<PAGE> PAGE 3
020 B000010 13-5674085
020 C000010 3
021 000000 79
022 A000001 SALOMAN BROTHERS INC
022 B000001 13-3082694
022 C000001 95706
022 D000001 368
022 A000002 DAIWA
022 B000002 13-5680329
022 C000002 41139
022 D000002 0
022 A000003 STATE STREET BANK & TRUST CO
022 B000003 04-1867445
022 C000003 35916
022 D000003 1715
022 A000004 CITICORP CAPITAL MARKETS
022 B000004 00-0000000
022 C000004 28933
022 D000004 0
022 A000005 FIRST CHICAGO CAPITOL MARKETS
022 B000005 36-3595942
022 C000005 8283
022 D000005 0
022 A000006 DISCOUNT CORP OF NY
022 B000006 13-5031465
022 C000006 5559
022 D000006 0
022 A000007 DILLON, READ & CO
022 B000007 13-1939216
022 C000007 2671
022 D000007 482
022 A000008 BEAR, STERNS SECURITIES CORP
022 B000008 13-3299429
022 C000008 469
022 D000008 2160
022 A000009 HERZOG HEINE GEDULD
022 B000009 13-1955436
022 C000009 692
022 D000009 1455
022 A000010 RODMAN & RENSHAW INC
022 B000010 00-0000000
022 C000010 1508
022 D000010 478
023 C000000 230808
023 D000000 20641
024 00AA00 N
025 D00AA01 0
025 D00AA02 0
025 D00AA03 0
025 D00AA04 0
025 D00AA05 0
<PAGE> PAGE 4
025 D00AA06 0
025 D00AA07 0
025 D00AA08 0
026 A000000 N
026 B000000 N
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
077 A000000 Y
077 B000000 N
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 Y
077 P000000 N
077 Q010000 N
077 Q020000 N
077 Q030000 N
078 000000 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
028 A010200 1957
028 A020200 0
028 A030200 0
028 A040200 4778
028 B010200 1499
028 B020200 0
<PAGE> PAGE 5
028 B030200 0
028 B040200 3809
028 C010200 1187
028 C020200 0
028 C030200 0
028 C040200 3349
028 D010200 1530
028 D020200 0
028 D030200 0
028 D040200 4098
028 E010200 1969
028 E020200 3020
028 E030200 0
028 E040200 3604
028 F010200 3237
028 F020200 0
028 F030200 0
028 F040200 5150
028 G010200 11379
028 G020200 3020
028 G030200 0
028 G040200 24788
028 H000200 349
029 000200 Y
030 A000200 9
030 B000200 4.50
030 C000200 0.00
031 A000200 6
031 B000200 0
032 000200 0
033 000200 3
034 000200 Y
035 000200 49
036 A000200 Y
036 B000200 0
037 000200 N
038 000200 0
039 000200 N
040 000200 Y
041 000200 Y
042 A000200 0
042 B000200 0
042 C000200 0
042 D000200 0
042 E000200 0
042 F000200 0
042 G000200 0
042 H000200 100
043 000200 320
044 000200 0
045 000200 Y
<PAGE> PAGE 6
046 000200 N
047 000200 Y
048 000200 1.000
048 A010200 0
048 A020200 0.000
048 B010200 0
048 B020200 0.000
048 C010200 0
048 C020200 0.000
048 D010200 0
048 D020200 0.000
048 E010200 0
048 E020200 0.000
048 F010200 0
048 F020200 0.000
048 G010200 0
048 G020200 0.000
048 H010200 0
048 H020200 0.000
048 I010200 0
048 I020200 0.000
048 J010200 0
048 J020200 0.000
048 K010200 0
048 K020200 0.000
049 000200 N
050 000200 N
051 000200 N
052 000200 Y
053 A000200 N
054 A000200 Y
054 B000200 Y
054 C000200 Y
054 D000200 N
054 E000200 N
054 F000200 N
054 G000200 Y
054 H000200 Y
054 I000200 N
054 J000200 Y
054 K000200 N
054 L000200 N
054 M000200 Y
054 N000200 N
054 O000200 Y
055 A000200 N
055 B000200 N
056 000200 N
057 000200 N
058 A000200 N
059 000200 Y
<PAGE> PAGE 7
060 A000200 Y
060 B000200 Y
061 000200 1000
062 A000200 N
062 B000200 0.0
062 C000200 0.0
062 D000200 0.0
062 E000200 0.0
062 F000200 0.0
062 G000200 0.0
062 H000200 0.0
062 I000200 0.0
062 J000200 0.0
062 K000200 0.0
062 L000200 0.0
062 M000200 0.0
062 N000200 0.0
062 O000200 0.0
062 P000200 0.0
062 Q000200 0.0
062 R000200 0.0
063 A000200 0
063 B000200 0.0
066 A000200 Y
066 B000200 N
066 C000200 Y
066 D000200 N
066 E000200 N
066 F000200 N
066 G000200 N
067 000200 N
068 A000200 N
068 B000200 N
069 000200 N
070 A010200 Y
070 A020200 Y
070 B010200 Y
070 B020200 N
070 C010200 Y
070 C020200 N
070 D010200 Y
070 D020200 N
070 E010200 Y
070 E020200 N
070 F010200 Y
070 F020200 N
070 G010200 Y
070 G020200 N
070 H010200 Y
070 H020200 N
070 I010200 N
<PAGE> PAGE 8
070 I020200 N
070 J010200 Y
070 J020200 N
070 K010200 Y
070 K020200 N
070 L010200 Y
070 L020200 Y
070 M010200 N
070 M020200 N
070 N010200 Y
070 N020200 Y
070 O010200 Y
070 O020200 N
070 P010200 N
070 P020200 N
070 Q010200 Y
070 Q020200 N
070 R010200 Y
070 R020200 N
071 A000200 25842
071 B000200 39753
071 C000200 88279
071 D000200 29
072 A000200 6
072 B000200 47
072 C000200 347
072 D000200 0
072 E000200 0
072 F000200 450
072 G000200 0
072 H000200 0
072 I000200 66
072 J000200 33
072 K000200 22
072 L000200 46
072 M000200 8
072 N000200 68
072 O000200 0
072 P000200 0
072 Q000200 0
072 R000200 20
072 S000200 37
072 T000200 320
072 U000200 48
072 V000200 0
072 W000200 2
072 X000200 1120
072 Y000200 0
072 Z000200 -726
072AA000200 6672
072BB000200 0
<PAGE> PAGE 9
072CC010200 8575
072CC020200 0
072DD010200 0
072DD020200 0
072EE000200 3172
073 A010200 0.0000
073 A020200 0.0000
073 B000200 0.4066
073 C000200 0.0000
074 A000200 1
074 B000200 2130
074 C000200 1233
074 D000200 0
074 E000200 0
074 F000200 88493
074 G000200 0
074 H000200 0
074 I000200 495
074 J000200 0
074 K000200 0
074 L000200 81
074 M000200 160
074 N000200 92593
074 O000200 1110
074 P000200 134
074 Q000200 0
074 R010200 0
074 R020200 0
074 R030200 0
074 R040200 1695
074 S000200 0
074 T000200 89654
074 U010200 2605
074 U020200 5256
074 V010200 0.00
074 V020200 0.00
074 W000200 0.0000
074 X000200 8975
074 Y000200 0
075 A000200 0
075 B000200 89462
076 000200 0.00
080 C000200 0
081 B000200 0
082 B000200 0
083 A000200 N
083 B000200 0
084 A000200 N
084 B000200 0
085 A000200 Y
085 B000200 N
<PAGE> PAGE 10
SIGNATURE JULIAN SLUYTERS
TITLE TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000894632
<NAME> PAINEWEBBER SECURITIES TRUST
<SERIES>
<NUMBER> 2
<NAME> PAINEWEBBER SMALL CAP FUND - CLASS A
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JAN-31-1997
<INVESTMENTS-AT-COST> 28328
<INVESTMENTS-AT-VALUE> 31167
<RECEIVABLES> 27
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 55
<TOTAL-ASSETS> 31249
<PAYABLE-FOR-SECURITIES> 375
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 617
<TOTAL-LIABILITIES> 992
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 25993
<SHARES-COMMON-STOCK> 2605
<SHARES-COMMON-PRIOR> 3003
<ACCUMULATED-NII-CURRENT> (245)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1670
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2839
<NET-ASSETS> 30257
<DIVIDEND-INCOME> 117
<INTEREST-INCOME> 16
<OTHER-INCOME> 0
<EXPENSES-NET> 309
<NET-INVESTMENT-INCOME> (176)
<REALIZED-GAINS-CURRENT> 2252
<APPREC-INCREASE-CURRENT> 2894
<NET-CHANGE-FROM-OPS> 4970
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (1065)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 567
<NUMBER-OF-SHARES-REDEEMED> (1057)
<SHARES-REINVESTED> 93
<NET-CHANGE-IN-ASSETS> (513)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 501
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (57)
<GROSS-ADVISORY-FEES> 152
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 309
<AVERAGE-NET-ASSETS> 30741
<PER-SHARE-NAV-BEGIN> 10.22
<PER-SHARE-NII> (0.07)
<PER-SHARE-GAIN-APPREC> 1.88
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.41)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.62
<EXPENSE-RATIO> 2.03
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000894632
<NAME> PAINEWEBBER SECURITIES TRUST
<SERIES>
<NUMBER> 2
<NAME> PAINEWEBBER SMALL CAP FUND - CLASS B
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JAN-31-1997
<INVESTMENTS-AT-COST> 35760
<INVESTMENTS-AT-VALUE> 39343
<RECEIVABLES> 34
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 69
<TOTAL-ASSETS> 39446
<PAYABLE-FOR-SECURITIES> 473
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 779
<TOTAL-LIABILITIES> 1252
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 32812
<SHARES-COMMON-STOCK> 3383
<SHARES-COMMON-PRIOR> 3670
<ACCUMULATED-NII-CURRENT> (309)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2108
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3583
<NET-ASSETS> 38194
<DIVIDEND-INCOME> 148
<INTEREST-INCOME> 20
<OTHER-INCOME> 0
<EXPENSES-NET> 529
<NET-INVESTMENT-INCOME> (361)
<REALIZED-GAINS-CURRENT> 2843
<APPREC-INCREASE-CURRENT> 3653
<NET-CHANGE-FROM-OPS> 6135
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (1348)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 93
<NUMBER-OF-SHARES-REDEEMED> (497)
<SHARES-REINVESTED> 117
<NET-CHANGE-IN-ASSETS> 1725
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 598
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (68)
<GROSS-ADVISORY-FEES> 192
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 529
<AVERAGE-NET-ASSETS> 37332
<PER-SHARE-NAV-BEGIN> 9.98
<PER-SHARE-NII> (0.11)
<PER-SHARE-GAIN-APPREC> 1.83
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.41)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.29
<EXPENSE-RATIO> 2.76
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000894632
<NAME> PAINEWEBBER SECURITIES TRUST
<SERIES>
<NUMBER> 2
<NAME> PAINEWEBBER SMALL CAP FUND - CLASS C
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JAN-31-1997
<INVESTMENTS-AT-COST> 17310
<INVESTMENTS-AT-VALUE> 19045
<RECEIVABLES> 17
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 33
<TOTAL-ASSETS> 19095
<PAYABLE-FOR-SECURITIES> 229
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 377
<TOTAL-LIABILITIES> 606
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15883
<SHARES-COMMON-STOCK> 1639
<SHARES-COMMON-PRIOR> 1867
<ACCUMULATED-NII-CURRENT> (150)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1021
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1735
<NET-ASSETS> 18489
<DIVIDEND-INCOME> 72
<INTEREST-INCOME> 10
<OTHER-INCOME> 0
<EXPENSES-NET> 259
<NET-INVESTMENT-INCOME> (177)
<REALIZED-GAINS-CURRENT> 1376
<APPREC-INCREASE-CURRENT> 1768
<NET-CHANGE-FROM-OPS> 2967
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (664)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 409
<NUMBER-OF-SHARES-REDEEMED> (695)
<SHARES-REINVESTED> 59
<NET-CHANGE-IN-ASSETS> (155)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 304
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 93
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 259
<AVERAGE-NET-ASSETS> 18624
<PER-SHARE-NAV-BEGIN> 9.97
<PER-SHARE-NII> (0.11)
<PER-SHARE-GAIN-APPREC> 1.83
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.41)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.28
<EXPENSE-RATIO> 2.79
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000894632
<NAME> PAINEWEBBER SECURITIES TRUST
<SERIES>
<NUMBER> 2
<NAME> PAINEWEBBER SMALL CAP FUND - CLASS Y
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JAN-31-1997
<INVESTMENTS-AT-COST> 2542
<INVESTMENTS-AT-VALUE> 2797
<RECEIVABLES> 2
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 5
<TOTAL-ASSETS> 2804
<PAYABLE-FOR-SECURITIES> 34
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 55
<TOTAL-LIABILITIES> 89
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2332
<SHARES-COMMON-STOCK> 234
<SHARES-COMMON-PRIOR> 274
<ACCUMULATED-NII-CURRENT> (22)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 150
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 255
<NET-ASSETS> 2715
<DIVIDEND-INCOME> 11
<INTEREST-INCOME> 1
<OTHER-INCOME> 0
<EXPENSES-NET> 24
<NET-INVESTMENT-INCOME> (12)
<REALIZED-GAINS-CURRENT> 202
<APPREC-INCREASE-CURRENT> 259
<NET-CHANGE-FROM-OPS> 449
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (95)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5
<NUMBER-OF-SHARES-REDEEMED> (54)
<SHARES-REINVESTED> 8
<NET-CHANGE-IN-ASSETS> (96)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 46
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 14
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 24
<AVERAGE-NET-ASSETS> 2764
<PER-SHARE-NAV-BEGIN> 10.21
<PER-SHARE-NII> (0.05)
<PER-SHARE-GAIN-APPREC> 1.87
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (0.41)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 11.62
<EXPENSE-RATIO> 1.72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
FORM 10f-3 FUND: PW Small Cap Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Planet Hollywood
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: $6,300
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: % $0.65
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 4/29/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Planet Hollywood
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: % $0.65
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 4/29/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Growth
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: $10,500
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 X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 4/29/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
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 X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 4/29/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
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: % $0.70
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 4/29/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
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: % $0.90
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 4/29/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
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: % $0.64
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 4/29/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Growth
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: % $0.64
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 4/29/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Info Seek
2. Date of Purchase: 6/11/96
3. Date offering commenced: 6/11/96
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $12,000
7. Aggregate principal amount of offering: $36,000,000
8. Purchase price (net of fees and expenses): $12
9. Initial public offering price: $12
10. Commission, spread or profit: % $0.47
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 7/12/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
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): $4
9. Initial public offering price: $4
10. Commission, spread or profit: % $0.36
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 8/27/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Growth
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Rutherford-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: $80,500
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: % $0.97
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 8/27/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Rutherford-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: % $0.97
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 8/27/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
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: $258,000,000
8. Purchase price (net of fees and expenses): $24
9. Initial public offering price: $24
10. Commission, spread or profit: % $0.87
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 8/27/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
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: DLJ
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: % $0.71
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 8/27/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Growth
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: DLJ
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $102,000
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: % $0.71
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 8/27/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
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: % $0.64
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 8/27/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Service Experts
2. Date of Purchase: 8/16/96
3. Date offering commenced: 8/16/96
4. Underwriters from whom purchased: Equitable
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $130,000
7. Aggregate principal amount of offering: $28,925,000
8. Purchase price (net of fees and expenses): $13
9. Initial public offering price: $13
10. Commission, spread or profit: % $0.54
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 8/27/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Coach, USA
2. Date of Purchase: 5/14/96
3. Date offering commenced: 5/14/96
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $385,000
7. Aggregate principal amount of offering: $50,400,000
8. Purchase price (net of fees and expenses): $14
9. Initial public offering price: $14
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 X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 8/27/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Wackenhut B shares
2. Date of Purchase: 5/23/96
3. Date offering commenced: 5/23/96
4. Underwriters from whom purchased: Lazard Freres
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $399,500
7. Aggregate principal amount of offering: $94,000,000
8. Purchase price (net of fees and expenses): $23.5
9. Initial public offering price: $23.5
10. Commission, spread or profit: % $0.73
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 6/3/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Willis Lease Finance
2. Date of Purchase: 9/18/96
3. Date offering commenced: 9/18/96
4. Underwriters from whom purchased: Wedbush Morgan
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $400,000
7. Aggregate principal amount of offering: $16,000,000
8. Purchase price (net of fees and expenses): $8
9. Initial public offering price: $8
10. Commission, spread or profit: % $0.31
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 10/1/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Cornell Connections
2. Date of Purchase: 10/3/96
3. Date offering commenced: 10/3/96
4. Underwriters from whom purchased: Dillon Read & Co.
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $600,000
7. Aggregate principal amount of offering: $48,000,000
8. Purchase price (net of fees and expenses): $12
9. Initial public offering price: $12
10. Commission, spread or profit: % $0.50
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 10/3/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Brown T. Sharpe
2. Date of Purchase: 10/11/96
3. Date offering commenced: 10/31/96
4. Underwriters from whom purchased: Donaldson Lufkin
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $235,000
7. Aggregate principal amount of offering: $85,610,000
8. Purchase price (net of fees and expenses): $11.75
9. Initial public offering price: $11.75
10. Commission, spread or profit: % $0.42
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 10/28/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Smarttalk Teleservices
2. Date of Purchase: 10/23/96
3. Date offering commenced: 10/23/96
4. Underwriters from whom purchased: Salomon Brothers
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $217,500
7. Aggregate principal amount of offering: $60,900,000
8. Purchase price (net of fees and expenses): $14.5
9. Initial public offering price: $14.5
10. Commission, spread or profit: % $0.61
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Ellen Harris Date: 10/28/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Stage Stores
2. Date of Purchase: 10/24/96
3. Date offering commenced: 10/24/96
4. Underwriters from whom purchased: First Boston
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $132,800
7. Aggregate principal amount of offering: $181,500,000
8. Purchase price (net of fees and expenses): $16.5
9. Initial public offering price: $16.5
10. Commission, spread or profit: % $0.60
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 10/28/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Aurum Software
2. Date of Purchase: 10/29/96
3. Date offering commenced: 10/29/96
4. Underwriters from whom purchased: Alex Brown
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $64,000
7. Aggregate principal amount of offering: $42,400,000
8. Purchase price (net of fees and expenses): $16
9. Initial public offering price: $16
10. Commission, spread or profit: % $0.65
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 11/17/96
<PAGE>
FORM 10f-3 FUND: PW Small Cap Value
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Ingram
2. Date of Purchase: 10/31/96
3. Date offering commenced: 10/31/96
4. Underwriters from whom purchased: Morgan Stanley
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $54,000
7. Aggregate principal amount of offering: $360,000,000
8. Purchase price (net of fees and expenses): $18
9. Initial public offering price: $18
10. Commission, spread or profit: % $0.584
11. Have the following conditions been satisfied?
YES NO
a. The securities are part of an issue registered X ----
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.
b. The securities were purchased prior to the end X ----
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.
c. The underwriting was a firm commitment underwriting. X ----
d. The commission, spread or profit was reasonable X ----
and fair in relation to that being received by
others for underwriting similar securities
during the same period.
e. (1) If securities are registered under the X ----
Securities Act of 1933, the issuer of the
securities and its predecessor have been in
continuous operation for not less than three
years.
(2) If securities are municipal securities, the N/A ----
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.
f. The amount of such securities purchased by all X ----
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.
g. The purchase price was less than 3% of the X ----
Fund's total assets.
h. No Affiliated Underwriter was a direct or X ----
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.
Approved: Donald B. Jones Date: 11/17/96
