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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
PaineWebber Olympus Fund
1285 Avenue of the Americas
New York, NY 10019
2. Name of each series or class of funds for which this notice is filed:
PaineWebber Growth Fund
--Class A, B, C and Y shares
3. Investment Company Act File Number:
811-4180
Securities Act File Number:
2-94983
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
5. Check box if this notice is being filed more than 180 days after the close of the issuer's fiscal
year for purposes of reporting securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
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6. Date of termination of issuer's declaration rule 24f-2(a)(1), if applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had been registered under the
Securities Act of 1933 other than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other than pursuant
to rule 24f-2:
5,768,275 shares representing $30,035,576
9. Number and aggregate sale price of securities sold during the fiscal year:
2,728,158 shares representing $62,264,843
(including shares issued in connection with dividend reinvestment plans)
10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
1,425,238 shares representing $33,544,060
11. Number and aggregate sale price of securities issued during the fiscal year in connection with
dividend reinvestment plans, if applicable (see Instruction B.7):
1,302,920 shares representing $28,720,783
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 33,544,060
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 28,720,783
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 62,264,843
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): + 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): $ 0
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/33 of 1%
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(vii) Fee due (line (1) or line (v) multiplied by
line (vi) $ 0
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13. Check box if fees are being remitted to the Commission's lockbox depository as described in
section 3a of the Commission's Rules of Informal and Other Procedures (17 CFR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the issuer and in the capacities
and on the dates indicated.
By (Signature and Title) /s/ Paul H. Schubert
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Paul H. Schubert
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Vice President & Asst Treasurer
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Date October 24, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036
October 25, 1996
PaineWebber Olympus Fund
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Olympus Fund ("Trust") is an unincorporated voluntary
association organized under the laws of Massachusetts on October 31, 1986.
The Trust currently consists of one series of shares of beneficial
interest: PaineWebber Growth Fund. We understand that the Trust is about
to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended ("1940 Act"), for the purpose of making
definite the number of shares of such series which it has registered under
the Securities Act of 1933, as amended ("1933 Act"), and which were sold
during the fiscal year ended August 31, 1996.
We have, as counsel, participated in various business and other
matters relating to the Trust. We have examined copies, either certified
or otherwise proved to be genuine, of the Declaration of Trust and By-Laws
of the Trust, the minutes of meetings of the trustees and other documents
relating to the organization and operation of the Trust, and we are
generally familiar with its business affairs. Based on the foregoing, it
is our opinion that the shares of the Trust sold during the fiscal year
ended August 31, 1996, the registration of which will be made definite by
the filing of the Rule 24f-2 Notice, were legally issued, fully paid and
nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that the
creditors of, contractors with, and claimants against, the Trust or a
particular series shall look only to the assets of the Trust or such
series for payment. It also requires that notice of such disclaimer be
given in each note, bond, contract, certificate, undertaking or instrument
made or issued by the officers or trustees of the Trust on behalf of the
Trust. The Declaration of Trust further provides: (i) for
indemnification from the assets of the series for all loss and expense of
any shareholder held personally liable for the obligations of the Trust or
a particular series by virtue of ownership of shares of such series; and
(ii) for such series to assume the defense of any claim against the
shareholder for any act or obligation of such series. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability
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PaineWebber Olympus Fund
October 25, 1996
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is limited to circumstances in which the Trust or series would be unable
to meet its obligations.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By:/s/ Elinor W. Gammon
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Elinor W. Gammon
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