<PAGE>
As filed with the Securities and Exchange Commission on August 12, 1996
1933 Act Registration No. 2-94983
1940 Act Registration No. 811-4180
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [__X__]
Pre-Effective Amendment No. _______ [______]
Post-Effective Amendment No. __35___ [__X__ ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_____]
Amendment No. _______
(Check appropriate box or boxes.)
PAINEWEBBER OLYMPUS FUND
(Exact name of registrant as specified in charter)
1285 Avenue of the Americas
New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 713-2000
DIANNE E. O'DONNELL, Esq.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
(Name and address of agent for service)
Copies to:
ELINOR W. GAMMON, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.; Second Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
It is proposed that this filing will become effective:
[__X__] Immediately upon filing pursuant to Rule 485(b)
[_____] On _________________ pursuant to Rule 485(b)
[_____] 60 days after filing pursuant to Rule 485(a)(i)
[_____] On _________________ pursuant to Rule 485(a)(i)
[_____] 75 days after filing pursuant to Rule 485(a)(ii)
[_____] On _________________ pursuant to Rule 485(a)(ii)
If appropriate, check the following box:
[_____] This post-effective amendment designates a new effective date
for a previously filed post-effective amendment
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
for its most recent fiscal year on October 30, 1995.
<PAGE>
<TABLE>
<CAPTION>
PAINEWEBBER OLYMPUS FUND
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Securities Being Amount of Shares Offering Price Per Aggregate Offering Amount of
Registered Being Registered Unit Price Registration Fee
---------------- ---------------- ------------------ ------------------ ----------------
<S> <C> <C> <C> <C>
Shares of
Beneficial
Interest, Par Value
$0.001 5,768,275 $23.23 $290,003* $100.00
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the price in effect on August 7, 1996.
----------------------------
*Calculation of the proposed maximum aggregate price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During
its fiscal year ended August 31, 1995, Registrant redeemed or repurchased
an aggregate of 14,622,089 shares of beneficial interest. During its
current fiscal year, Registrant used 8,866,298 shares of this amount for a
reduction pursuant to paragraph (c) of Rule 24f-2 under the Investment
Company Act of 1940. Registrant is filing this post-effective amendment
to use the remaining 5,755,791 shares of the total redemptions and
repurchases during its fiscal year ended August 31, 1995 to reduce the fee
that would otherwise be required for the shares registered hereby. During
its current fiscal year, Registrant has filed no other post-effective
amendment for the purpose of the reduction pursuant to paragraph (a) of
Rule 24e-2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant hereby certifies that
it meets all the requirements for effectiveness of this Post-Effective
Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York and State of New York, on the 9th day of August,
1996.
PAINEWEBBER OLYMPUS FUND
By: /s/ Dianne E. O'Donnell
--------------------------------
Dianne E. O'Donnell
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ Margo N. Alexander President and Trustee August 9, 1996
------------------------------ (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman August 9, 1996
------------------------------ of the Board of Directors
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Trustee August 9, 1996
------------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Trustee August 9, 1996
------------------------------
Richard R. Burt *
/s/ Mary C. Farrell Trustee August 9, 1996
------------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Trustee August 9, 1996
------------------------------
Meyer Feldberg *
/s/ George W. Gowen Trustee August 9, 1996
------------------------------
George W. Gowen *
<PAGE>
/s/ Frederic V. Malek Trustee August 9, 1996
------------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Trustee August 9, 1996
------------------------------
Carl W. Schafer *
/s/ John R. Torell III Trustee August 9, 1996
------------------------------
John R. Torell III *
/s/ Julian F. Sluyters Vice President and Treasurer August 9, 1996
------------------------------ (Chief Financial and Accounting
Julian F. Sluyters Officer)
</TABLE>
<PAGE>
SIGNATURES (Continued)
* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 21, 1996 and incorporated by reference from
Post-Effective Amendment No. 30 to the registration statement of
PaineWebber Managed Municipal Trust, SEC File No. 2-89016, filed
June 27, 1996.
<PAGE>
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
August 12, 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 Post-Effective Amendment No. 35 to its Registration Statement on
Form N-1A under the Securities Act of 1933, as amended ("1933 Act"),
pursuant to Section 24(e)(1) of the Investment Company Act of 1940, as
amended ("1940 Act").
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 currently being registered
pursuant to Section 24(e)(1) of the 1940 Act, as reflected in Post-
Effective Amendment No. 35, may be legally and validly issued from time to
time in accordance with the Trust's Declaration of Trust and By-Laws and,
subject to compliance with the 1933 Act, the 1940 Act and various state
laws regulating the offer and sale of securities; and when so issued,
these shares of beneficial interest will be 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
<PAGE>
PaineWebber Olympus Fund
August 12, 1996
Page 2
(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
is limited to circumstances in which the Trust or series would be unable
to meet its obligations.
We hereby consent to the filing of this opinion in connection
with Post-Effective Amendment No. 35 to the Trust's Registration Statement
on Form N-1A which you are about to file with the Securities and Exchange
Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
/s/ Elinor W. Gammon
-----------------------
By: Elinor W. Gammon
<PAGE>
