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Rule 24f-2 NOTICE FOR
PAINEWEBBER REGIONAL FINANCIAL GROWTH FUND INC.
(1933 Act File No. 33-33231)
1. The fiscal period for which the notice is filed:
April 1,1994 to March 31, 1995
2. The number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of
1933 other than pursuant to this section but which remained
unsold at the beginning of such fiscal period:
$ 57,599,763 representing 6,807,509 shares.
3. The number or amount of securities, if any, registered during
such fiscal period other than pursuant to this section:
$ 8,958,851 representing 504,724 shares.
4. The number or amount of securities sold during such fiscal
period:
$38,808,601 representing 2,220,783 shares of beneficial
interest ($0.001 par value)
5. The number or amount of securities sold during such fiscal period
in reliance upon registration pursuant to this section:
$37,610,660 representing 2,152,232 shares of beneficial
interest ($0.001 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares of $37,610,660
beneficial interest ($0.001 par value) sold
including sales load:
(b) Less the total amount of registered shares (37,610,660)
of beneficial interest ($0.001 par value)
redeemed or repurchased:
(c) Difference (i.e., (a) less (b)): $0
(d) Filing fee pursuant to section 6(b) of 1933 $0
Act (Line (c) Amount x .00034483):
/s/ Ian Williams
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Ian Williams
Assistant Vice President
PaineWebber Regional Financial Growth Fund Inc.
Date: May 24, 1995
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May 26, 1995
PaineWebber Regional Financial Growth Fund Inc.
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Regional Financial Growth Fund Inc. ("Company") is a
corporation organized under the laws of the State of Maryland on February
13, 1986. We understand that the Company is about to a file a Rule 24f-2
Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, for the purpose of making definite the number of shares of common
stock which it has registered thereunder and under the Securities Act of
1933, as amended, and which it sold in reliance on Rule 24f-2 during its
fiscal year ended March 31, 1995.
We have, as counsel, participated in various corporate and other
proceedings relating to the Company. We have examined copies, either
certified or otherwise proved to be genuine, of its Articles of
Incorporation and By-Laws, as now in effect, the minutes of meetings of
its board of directors and other documents relating to its organization
and operation, and we are generally familiar with its corporate affairs.
Based upon the foregoing, it is our opinion that the shares of common
stock of the Company sold in reliance upon registration under Rule 24f-2
during its fiscal year ended March 31, 1995, the registration of which
will be made definite by the filing of a Rule 24f-2 Notice, were legally
issued, fully paid and non-assessable. We express no opinion as to
compliance with the Securities Act of 1933, the Investment Company Act of
1940 or applicable state securities laws in connection with the sales of
common stock.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission.
Sincerely yours,
KIRKPATRICK & LOCKHART
By: /s/ Elinor W. Gammon
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Elinor W. Gammon
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