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 Financial Services Growth Fund, Inc.
1285 Avenue of the Americas
New York, New York 10019
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2. Name of each series or class of funds for which this notice is filed:
Class A, B, C and Y
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3. Investment Company Act File Number:
811-4587
Securities Act File Number:
33-33231
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4. Last day of fiscal year for which this notice is filed:
March 31, 1997
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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):
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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:
6,630,959 shares representing $53,024,824
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal
year:
3,671,476 shares representing $86,350,533 (including shares issued in
connection with dividend reinvestment plans)
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
1,762,144 shares representing $42,402,903
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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):
605,970 shares representing $13,302,440
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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): $ 42,402,903
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 13,302,440
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 55,705,343
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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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2
<PAGE>
(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).
/ /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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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
-------------------------------------
Vice President & Asst Treasurer
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Date: May 28, 1997
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3
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D. C. 20036-1800
Telephone (202) 778-9000
May 28, 1997
PaineWebber Financial Services
Growth Fund, Inc.
1285 Avenue of the Americas
New York, NY 10019
Dear Sir or Madam:
PaineWebber Financial Services 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 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,
1997.
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, 1997, 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 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,
By: /s/ Elinor W. Gammon
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Elinor W. Gammon
