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SIGNATURE PAUL SCHUBERT
TITLE TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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</TABLE>
If filing more than one
Page 32, ?X? box: ?
For period ending September 30,1998
File number 811-4587
77. A. Is the Registrant filing any of the following attachments
with the current filing of Form
N-SAR? (ANSWER FOR ALL SERIES AS A GROUP) _Y_
Y/N
NOTE: If answer is ?Y? (Yes), mark those items below being filed as an
attachment to this form or incorporated by reference. __
Y/N
B. Accountant?s report on internal control ___
C. Matters submitted to a vote of security holders _N_
D. Policies with respect to security investments _N_
E. Legal proceedings _N_
F. Changes in security for debt _N_
G. Defaults and arrears on senior securities _N_
H. Changes in control of Registrant _N_
I. Terms of new or amended securities _N_
J. Revaluation of assets or restatement of capital share
account _N_
K. Changes in Registrant?s certifying accountant _N_
L. Changes in accounting principles and practices ___
M. Mergers _N_
N. Actions required to be reported pursuant to Rule 2a-7 _N_
O. Transactions effected pursuant to Rule 10f-3 _Y_
P. Information required to be filed pursuant to existing
exemptive orders _N_
Attachment Information (Cont. On Screen 39)
If filing more than one
Page 32, ?X? box: ?
For period ending September 30,1998
File number 811-4587
Attachment Information (Cont. from Screen 38)
77. Q. 1. Exhibits _Y_
Y/N
2. Any information called for by instructions to
sub-item 77Q2 _N_
Y/N
3. Any information called for by instructions to
sub-item 77Q3 _N_
Y/N
SCREEN NUMBER: 39
__ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __ __
__ __ __ __ __ __ __ __ __ __ __ __ __ __ __
79. ? List the ?811? numbers and names of Registrant?s
wholly-owned investment company subsidiaries
consolidated in this report.
811 Number Subsidiary
Name
FORM 10f-3 FUND: PaineWebber Financial Services Growth
Fund, Inc.
Record of Securities Purchased Under the Fund's Rule 10f-3
Procedures
1. Issuer: Annuity & Life Re
2. Date of Purchase: 4/8/98 3. Date offering
commenced: 4/8/98
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $480,000
7. Aggregate principal amount of offering: $256,500,500
8. Purchase price (net of fees and expenses): $15
9. Initial public offering price: $15
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
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.
___X___
_______
b. The securities were purchased prior to the end
of the 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).
___X___
_______
c. The underwriting was a firm commitment
underwriting.
___X___
_______
d. The commission, spread or profit was reasonable
and fair in relation to that being received by
others for underwriting similar securities during
the same period.
___X___
_______
e. If securities are registered under the Securities
Act of 1933, the issuer of the securities and its
predecessor have been in continuous operation
for not less than three years.
___X___
_______
f. The amount of such securities purchased by all
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.
___X___
_______
g. The purchase price was less than 3% of the
Fund's total assets.
___X___
_______
h. No Affiliated Underwriter was a direct or
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.
___X____
_______
Approved: LLF Date: 5/5/98
FORM 10f-3 FUND: PaineWebber Financial Services Growth
Fund, Inc.
Record of Securities Purchased Under the Fund's Rule 10f-3
Procedures
1. Issuer: Rock financial
2. Date of Purchase: 5/1/98 3. Date offering
commenced: 5/1/98
4. Underwriters from whom purchased: Bear Stearns
5. "Affiliated Underwriter" managing or participating in
syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $200,000
7. Aggregate principal amount of offering: $33,000,000
8. Purchase price (net of fees and expenses): $10
9. Initial public offering price: $10
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
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.
___X___
_______
b. The securities were purchased prior to the end
of the 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).
___X___
_______
c. The underwriting was a firm commitment
underwriting.
___X___
_______
d. The commission, spread or profit was reasonable
and fair in relation to that being received by
others for underwriting similar securities during
the same period.
___X___
_______
e. If securities are registered under the Securities
Act of 1933, the issuer of the securities and its
predecessor have been in continuous operation
for not less than three years.
___X___
_______
f. The amount of such securities purchased by all
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.
___X___
_______
g. The purchase price was less than 3% of the
Fund's total assets.
___X___
_______
h. No Affiliated Underwriter was a direct or
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.
___X____
_______
Approved: LLF Date: 5/5/98
Exhibit 77Q-1
PAINEWEBBER FINANCIAL SERVICES GROWTH FUND
INC.
A Maryland Corporation
BY-LAWS
As Restated
May 13, 1998
TABLE OF CONTENTS
Page
ARTICLE I NAME OF CORPORATION,
LOCATION OF OFFICES
AND SEAL 4
Section 1.01. Name: 4
Section 1.02. Principal Offices: 4
Section 1.03. Seal 4
ARTICLE II STOCKHOLDERS 4
Section 2.01. Annual Meetings: 4
Section 2.02. Special Meetings: 4
Section 2.03. Place of Meetings: 4
Section 2.04. Notice of Meetings: 5
Section 2.05. Voting - In General: 5
Section 2.06. Stockholders Entitled to Vote: 5
Section 2.07. Voting - Proxies: 5
Section 2.08. Quorum: 6
Section 2.09. Absence of Quorum: 6
Section 2.10. Stock Ledger and List of Stockholders:6
Section 2.11. Action Without Meeting: 6
ARTICLE III BOARD OF DIRECTORS 6
Section 3.01. Number and Term of Office: 6
Section 3.02. Qualification of Directors: 7
Section 3.03. Election of Directors: 7
Section 3.04. Removal of Directors: 7
Section 3.05. Vacancies and Newly Created Directorships:7
Section 3.06. General Powers: 7
Section 3.07. Power to Issue and Sell Stock: 7
Section 3.08. Power to Declare Dividends: 8
Section 3.09. Annual and Regular Meetings: 8
Section 3.10. Special Meetings: 8
Section 3.11. Notice: 8
Section 3.12. Waiver of Notice: 9
Section 3.13. Quorum and Voting: 9
Section 3.14. Compensation: 9
Section 3.15. Action Without a Meeting: 9
Page
ARTICLE IV EXECUTIVE COMMITTEE AND
OTHER COMMITTEES 9
Section 4.01. How Constituted: 9
Section 4.02. Powers of the Executive Committee:9
Section 4.03. Proceedings, Quorum and Manner of Acting:9
Section 4.04. Other Committees: 10
ARTICLE V OFFICERS 10
Section 5.01. General: 10
Section 5.02. Election, Term of Office and Qualifications:10
Section 5.03. Resignation: 10
Section 5.04. Removal: 10
Section 5.05. Vacancies and Newly Created Offices: 11
Section 5.06. Chairman of the Board: 11
Section 5.07. President: 11
Section 5.08. Vice President: 11
Section 5.09. Treasurer and Assistant Treasurers: 11
Section 5.10. Secretary and Assistant Secretaries: 11
Section 5.11. Subordinate Officers: 12
Section 5.12. Remuneration: 12
Section 5.13. Surety Bonds: 12
ARTICLE VI CUSTODY OF SECURITIES 12
Section 6.01. Employment of a Custodian: 12
Section 6.02.Action Upon Termination of Custodian Agreement:12
Section 6.03. Other Arrangements: 13
ARTICLE VII EXECUTION OF INSTRUMENTS,
VOTING OF SECURITIES 13
Section 7.01. General: 13
Section 7.02. Checks, Notes, Drafts, Etc.: 13
Section 7.03. Voting of Securities: 13
ARTICLE VIII CAPITAL STOCK 13
Section 8.01. Share Certificates: 13
Section 8.02. Transfer of Capital Stock: 14
Section 8.03. Transfer Agents and Registrars: 14
Section 8.04. Transfer Regulations: 14
Section 8.05. Fixing of Record Date: 14
Section 8.06. Lost Stolen or Destroyed Certificates: 15
Page
ARTICLE IX INDEMNIFICATION AND
INSURANCE 15
Section 9.01. Indemnification of
Officers, Directors,
Employees
and Agents: 15
Section 9.02. Insurance of Officers, Directors,
Employees and Agents: 16
Section 9.03. Non-Exclusivity: 16
Section 9.04. Amendment: 16
ARTICLE X MISCELLANEOUS 16
Section 10.01. Fiscal Year: 16
Section 10.02. Accountant: 16
Section 10.03. Books and Records: 17
Section 10.04. Waiver of Notice: 17
ARTICLE XI AMENDMENTS 17
Section 11.01. General: 17
Section 11.02. By Stockholders Only: 18
ARTICLE I
NAME OF CORPORATION, LOCATION OF OFFICES
AND SEAL
Section 1.01. Name:
The name of the Corporation is PaineWebber Financial
Services Growth Fund Inc.
Section 1.02. Principal Offices:
The principal office of the Corporation in the State of
Maryland shall be located in the City of Baltimore. The
Corporation may establish and maintain such other offices and
places of business as the board of directors may, from time to time,
determine.
Section 1.03. Seal
The corporate seal of the Corporation shall be circular in
form and shall bear the name of the Corporation, the year of its
incorporation, and the words "Corporate Seal, Maryland." The
form of the seal shall be subject to alteration by the board of
directors and the seal may be used by causing it or a facsimile to
be impressed or affixed or printed or otherwise reproduced. Any
officer or director of the Corporation shall have authority to affix
the corporate seal of the Corporation to any document requiring the
same.
ARTICLE II
STOCKHOLDERS
Section 2.01. Annual Meetings:
There shall be no stockholders' meetings for the election of
directors and the transaction of other proper business except as
required by law or as hereinafter provided.
Section 2.02. Special Meetings:
Special meetings of the stockholders may be called at any
time by the chairman of the board, the president or by a majority of
the board of directors. Special meetings of the stockholders shall
be called by the secretary upon the written request of the holders of
shares entitled to vote not less than 25% of all the shares entitled
to be voted at such meeting, provided that (a) such request shall
state the purposes of such meeting and the matters proposed to be
acted on, and (b) the stockholders requesting such meeting shall have
paid to the Corporation the reasonably estimated cost of preparing
and mailing the notice thereof, which the secretary shall determine
and specify to such stockholders. No special meeting need be
called upon the request of the holders of shares entitled to vote less
than a majority of all the shares entitled to be voted at such meeting
to consider any matter which is substantially the same as a matter
voted upon at any special meeting of the stockholders held during
the preceding 12 months.
Section 2.03. Place of Meetings:
All stockholders' meetings shall be held at 1285 Avenue of
the Americas, New York, New York, except that the board of
directors may fix a different place of meeting, have one or more
offices, and keep the books of the Corporation at any other place
within the United States as they may from time to time determine,
or, in the case of meetings as shall be specified in each notice or
waiver of notice of the meeting.
Section 2.04. Notice of Meetings:
The secretary shall cause notice of the place, date and hour,
and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, to be mailed, not less than 10 nor more
than 90 days before the date of the meeting, to each stockholder
entitled to vote at such meeting, at his or her address as it appears
on the records of the Corporation at the time of such mailing.
Notice of any stockholders' meeting need not be given to any
stockholder who shall sign a written waiver of such notice whether
before or after the time of such meeting, which waiver shall be filed
with the record of such meeting, or to any stockholder who shall
attend such meeting in person or by proxy. Notice of adjournment
of a stockholders' meeting to another time or place need not be
given, if such time and place are announced at the meeting.
Section 2.05. Voting - In General:
At every stockholders' meeting each stockholder shall be
entitled to one vote for each share and a fractional vote for each
fraction of a share of stock of the Corporation validly issued and
outstanding and held by such stockholder, except that no shares
held by the Corporation shall be entitled to a vote. Except as
otherwise specifically provided in the Articles of Incorporation or
these By-Laws or as required by provisions of the Investment
Company Act of 1940, as amended from time to time, all matters
shall be decided by a vote of the majority of the votes validly
cast at a meeting at which a quorum is present. The vote upon
any question shall be by ballot whenever requested by any person
entitled to vote, but, unless such a request is made, voting may be
conducted in any way approved by the meeting.
Section 2.06. Stockholders Entitled to Vote:
If, pursuant to Section 8.05 hereof, a record date has been
fixed for the determination of stockholders entitled to notice of or
to vote at any stockholders' meeting, each stockholder of the
Corporation shall be entitled to vote, in person or by proxy, each
share of stock and fraction of a share of stock standing in his or
her name on the books of the Corporation on such record date and
outstanding at the time of the meeting. If no record date has been
fixed for the determination of stockholders, the record date for the
determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall be (a) at the close of business (i) on
the day ten days before the day on which notice of the meeting is
mailed or (ii) on the day 90 days before the meeting, whichever is
the closer date to the meeting; or, (b) if notice is waived by all
stockholders, at the close of business on the tenth day next
preceding the day on which the meeting is held.
Section 2.07. Voting - Proxies:
A stockholder may vote the stock he or she owns of record
by written proxy executed by the stockholder himself or herself or
by his or her duly authorized attorney in fact. The right to vote by
proxy shall exist only if the proxy is authorized to act by (1) a
written instrument, dated not more than eleven months prior to the
meeting and executed either by the stockholder or by his or her duly
authorized attorney in fact (who may be so authorized by a writing
or by any non-written means permitted by the laws of the State of
Maryland) or (2) such electronic, telephonic, computerized or other
alternative means as may be approved by a resolution adopted by
the Directors. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by one of them
unless at or prior to exercise of such proxy the Corporation
receives from any one of them written notice to the contrary and a
copy of the instrument or order which so provides. A proxy
purporting to be executed by or on behalf of a stockholder shall be
deemed valid unless challenged at or prior to its exercise.
Section 2.08. Quorum:
Except as otherwise provided in the Articles of
Incorporation, the presence at any stockholders' meeting, in person
or by proxy, of stockholders entitled to cast one third of the votes
thereat shall be necessary and sufficient to constitute a quorum for
the transaction of business.
Section 2.09. Absence of Quorum:
In the absence of a quorum, the holders of a majority of the
shares present at the meeting in person or by proxy, or, if no
stockholder entitled to vote is present thereat in person or by proxy,
any officer present thereat entitled to preside or act as secretary of
such meeting, may adjourn the meeting without determining the
date of the new meeting or, from time to time, without further
notice to a date not more than 120 days after the original record
date. Any business that might have been transacted at the meeting
originally called may be transacted at any such adjourned meeting at
which a quorum is present.
Section 2.10. Stock Ledger and List of Stockholders:
It shall be the duty of the assistant secretary of the
Corporation or such other person or entity named by the board of
directors to cause an original or duplicate stock ledger to be
maintained at the office of the Corporation's transfer agent. Such
stock ledger may be in written form or any other form capable of
being converted into written form within a reasonable time for
visual inspection. Any one or more persons, each of whom has
been a stockholder of record of the Corporation for more than six
months next preceding such request, who owns in the aggregate
5% or more of the outstanding capital stock of the Corporation,
may submit (unless the Corporation at the time of the request
maintains a duplicate stock ledger at its principal office in
Maryland) a written request to any officer of the Corporation or its
resident agent in Maryland for a list of the stockholders of the
Corporation. Within 20 days after such a request, there shall be
prepared and filed at the Corporation's principal office in Maryland
a list containing the names and addresses of all stockholders of the
Corporation and the number of shares of each class held by each
stockholder, certified as correct by an officer of the Corporation, by
its stock transfer agent, or by its registrar.
Section 2.11. Action Without Meeting:
Any action to be taken by stockholders may be taken
without a meeting if all stockholders entitled to vote on the matter
consent to the action in writing and the written consents are filed
with the records of the meetings of stockholders. Such consent
shall be treated for all purposes as a vote at a meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01. Number and Term of Office:
The board of directors shall consist of nine directors, which
number may be increased or decreased by a resolution of a majority
of the entire board of directors; provided that the number of
directors shall not be less than three nor more than fifteen; and
further provided that if there is no stock outstanding the number of
directors may be less than three but not less than one, and if there
is stock outstanding and so long as there are less than three
stockholders, the number of directors may be less than three but not
less than the number of stockholders. Each director (whenever
selected) shall hold office until his or her successor is elected and
qualified or until his or her earlier death, resignation or removal.
Section 3.02. Qualification of Directors:
Except for the initial board of directors, at least one of the
members of the board of directors shall be a person who is not an
interested person of the Corporation, as defined in the Investment
Company Act of 1940, as amended.
Section 3.03. Election of Directors:
Initially the director or directors of the Corporation shall
be that person or those persons named as such in the Articles
of Incorporation. Thereafter, except as otherwise provided in Section
3.04 and 3.05 hereof, the directors shall be elected by the
stockholders on a date fixed by the Board of Directors. A plurality
of all the votes cast at a meeting at which a quorum is present in
person or by proxy is sufficient to elect a director.
Section 3.04. Removal of Directors:
At any stockholders' meeting duly called, provided a
quorum is present, any director may be removed (either with or
without cause) by the vote of the holders of a majority of the shares
represented at the meeting, and at the same meeting a duly qualified
person may be elected in his or her stead by a majority of the votes
validly cast.
Section 3.05. Vacancies and Newly Created Directorships:
If any vacancies shall occur in the board of directors by
reason of death, resignation, removal or otherwise, or if the
authorized number of directors shall be increased, the directors then
in office shall continue to act, and such vacancies (if not previously
filled by the stockholders) may be filled by a majority of the
directors then in office, although less than a quorum, except that a
newly created directorship may be filled only by a majority vote of
the entire board of directors, provided that in either case
immediately after filling such vacancy, at least two-thirds of the
directors then holding office shall have been elected to such office
by the stockholders of the Corporation. In the event that at any
time, other than the time preceding the first stockholders' meeting,
less than a majority of the directors of the Corporation holding
office at that time were so elected by the stockholders, a meeting of
the stockholders shall be held promptly and in any event within 60
days for the purpose of electing directors to fill any existing
vacancies in the board of directors unless the Securities and
Exchange Commission shall by order extend such period.
Section 3.06. General Powers:
(a) The property, affairs and business of the
Corporation shall be managed by or under the direction of the
board of directors, which may exercise all the powers of the
Corporation except those powers vested solely in the stockholders
of the Corporation by statute, by the Articles of Incorporation, or
by these By-Laws.
(b) All acts done by any meeting of the directors or by
any person acting as a director, so long as his or her successor shall
not have been duly elected or appointed, shall, notwithstanding that
it be afterwards discovered that there was some defect in the
election of the directors or of such person acting as aforesaid or
that they or any of them were disqualified, be as valid as if the
directors or such other person, as the case may be, had been duly
elected and were or was qualified to be directors or a director of
the Corporation.
Section 3.07. Power to Issue and Sell Stock:
The board of directors may from time to time issue and sell
or cause to be issued and sold any of the Corporation's authorized
shares to such persons and for such consideration as the board of
directors shall deem advisable, subject to the provisions of Article
Sixth of the Articles of Incorporation.
Section 3.08. Power to Declare Dividends:
(a) The board of directors, from time to time as it may
deem advisable, may declare and pay dividends in stock, cash or
other property of the Corporation, out of any source available for
dividends, to the stockholders according to their respective rights
and interests in accordance with the provisions of the Articles of
Incorporation.
(b) The board of directors shall cause to be
accompanied by a written statement any dividend payment wholly
or partly from any source other than:
(i) the Corporation's accumulated undistributed net
income (determined in accordance with good
accounting practice and the rules and regulations of
the Securities and Exchange Commission then in
effect) and not including profits or losses realized
upon the sale of securities or other properties; or
(ii) the Corporation's net income so determined for the
current or preceding fiscal year. Such statement
shall adequately disclose the source or sources of
such payment and the basis of calculation, and shall
be in such form as the Securities and Exchange
Commission may prescribe.
Section 3.09. Annual and Regular Meetings:
The annual meeting of the board of directors for choosing
officers and transacting other proper business shall be held at such
time and place as the board may determine. The board of directors
from time to time may provide by resolution for the holding of
regular meetings and fix their time and place within or outside the
State of Maryland. Except as otherwise provided under the
Investment Company Act of 1940, as amended, notice of such
annual and regular meetings need not be given, provided that notice
of any change in the time or place of such meetings shall be sent
promptly to each director not present at the meeting at which such
change was made in the manner provided for notice of special
meetings. Except as otherwise provided under the Investment
Company Act of 1940, as amended, members of the board of
directors or any committee designated thereby may participate in a
meeting of such board or committee by means of a conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at the
same time; and participation by such means shall constitute
presence in person at a meeting.
Section 3.10. Special Meetings:
Special meetings of the board of directors shall be held
whenever called by the chairman of the board, the president (or in
the absence or disability of the president by any vice president), the
treasurer, or by any two directors, at the time and place within or
outside the State of Maryland specified in the respective notices or
waivers of notice of such meetings.
Section 3.11. Notice:
Except as otherwise provided, notice of any special meeting
shall be given by the secretary to each director, by mailing to him or
her, postage prepaid, addressed to him or her at his or her address
as registered on the books of the Corporation or, if not so
registered, at his or her last known address, a written or printed
notification of such meeting at least two days before the meeting, or
by delivering such notice to him or her at least two days before the
meeting, or by facsimile transmission to him or her at least two days
before the meeting, or by sending to him or her at least 24 hours
before the meeting, by prepaid telegram, addressed to him or her at
his or her said registered address, if any, or if he or she has no
such registered address, at his or her last known address, notice of
such meeting.
Section 3.12. Waiver of Notice:
No notice of any meeting need be given to any director who
attends such meeting in person or to any director who waives
notice of such meeting in writing (which waiver shall be filed with
the records of such meeting), whether before or after the time of
the meeting.
Section 3.13. Quorum and Voting:
At all meetings of the board of directors the presence of a
majority or more of the number of directors then in office shall
constitute a quorum for the transaction of business, provided that
there shall be present no fewer than two directors except when
there is no stock outstanding, at which time the initial director will
constitute a quorum. In the absence of a quorum, a majority of the
directors present may adjourn the meeting, from time to time, until
a quorum shall be present. The action of a majority of the directors
present at a meeting at which a quorum is present shall be the
action of the board of directors unless the concurrence of a greater
proportion is required for such action by law, by the Articles of
Incorporation or by these By-Laws.
Section 3.14. Compensation:
Each director may receive such remuneration for his or her
services as shall be fixed from time to time by resolution of the
board of directors.
Section 3.15. Action Without a Meeting:
Except as otherwise provided under the Investment
Company Act of 1940, as amended, any action required or
permitted to be taken at any meeting of the board of directors may
be taken without a meeting if written consents thereto are signed by
all members of the board and such written consents are filed with
the records of the meetings of the board.
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 4.01. How Constituted:
By resolution adopted by the board of directors, the board
may designate an executive committee, consisting of not less than
two directors.
Section 4.02. Powers of the Executive Committee:
Except as further limited by the board of directors, when the
board of directors is not in session the executive committee shall
have and may exercise all powers of the board of directors in the
management of the business and affairs of the Corporation that may
lawfully be exercised by an executive committee, except the power
to declare a dividend, to authorize the issuance of stock, to
recommend to stockholders any matter requiring stockholders'
approval, to amend the By-Laws, or to approve any merger or
share exchange which does not require shareholder approval.
Section 4.03. Proceedings, Quorum and Manner of Acting:
In the absence of an appropriate resolution of the board of
directors, the executive committee and any committee appointed
under section 4.04 may adopt such rules and regulations governing
its proceedings, quorum and manner of acting as it shall deem
proper and desirable, provided that the quorum shall not be less
than two directors. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint a member of the board
of directors to act in the place of such absent member. All action
by any committee shall be reported to the board of directors at its
next meeting following such action.
Section 4.04. Other Committees:
The board of directors may appoint other committees, each
consisting of one or more persons, who need not be directors.
Each such committee shall have such powers and perform such
duties as may be assigned to it from time to time by the board of
directors, but shall not exercise any power which may lawfully be
exercised only by the board of directors or a committee thereof.
ARTICLE V
OFFICERS
Section 5.01. General:
The officers of the Corporation shall be a president, one or
more vice-presidents, a secretary and a treasurer. The board of
directors may elect, but shall not be required to elect, a chairman of
the board and a comptroller.
Section 5.02. Election, Term of Office and Qualifications:
The officers of the Corporation (except those appointed
pursuant to Section 5.07 hereof) shall be chosen by the board of
directors at its first meeting or such subsequent meetings as shall be
held prior to its first annual meeting, and thereafter annually at its
annual meeting. If any officers are not chosen at any annual
meeting, such officers may be chosen at any subsequent regular or
special meeting of the board. Except as provided in Sections 5.03,
5.04 and 5.05 hereof, each officer chosen by the board of directors
shall hold office until the next annual meeting of the board of
directors and until his or her successor shall have been chosen and
qualified. The president shall be chosen from among the directors
of the Corporation and may hold such office only so long as he or
she continues to be a director. No other officer need be a director.
Any person may hold one or more offices of the Corporation
except that the president may not hold the office of vice president,
the secretary may not hold the office of assistant secretary, and the
treasurer may not hold the office of assistant treasurer; provided
further that a person who holds more than one office may not act in
more than one capacity to execute, acknowledge or verify an
instrument required by law to be executed, verified or
acknowledged by more than one officer.
Section 5.03. Resignation:
Any officer may resign his or her office at any time by
delivering a written resignation to the board of directors, the
president, the secretary, or any assistant secretary. Unless
otherwise specified therein, such resignation shall take effect upon
delivery.
Section 5.04. Removal:
Any officer may be removed from office whenever in the
board's judgment the best interest of the Corporation will be served
thereby, by the vote of a majority of the board of directors given at
the regular meeting or any special meeting called for such purpose.
In addition, any officer or agent appointed in accordance with the
provisions of Section 5.07 hereof may be removed, either with or
without cause, by any officer upon whom such power of removal
shall have been conferred by the board of directors.
Section 5.05. Vacancies and Newly Created Offices:
If any vacancy shall occur in any office by reason of death,
resignation, removal, disqualification or other cause, or if any new
office shall be created, such vacancies or newly created offices may
be filled by the board of directors at any regular or special meeting
or, in the case of any office created pursuant to Section 5.11 hereof,
by any officer upon whom such power shall have been conferred by
the board of directors.
Section 5.06. Chairman of the Board:
The chairman of the board, if there be such an officer, shall
have such powers and perform duties as may be assigned to him
from time to time by the board of directors.
Section 5.07. President:
The president shall be the chief executive officer of the
Corporation and, when present, shall preside at all stockholders'
meetings and at all meetings of the board of directors. Subject to
the supervision of the board of directors, he shall have general
charge of the business, affairs and property of the Corporation and
general supervision over its officers, employees and agents. Except
as the board of directors may otherwise order, he may sign in the
name and on behalf of the Corporation all deeds, bonds, contracts
or agreements. He shall exercise such other powers and perform
such duties as from time to time may be assigned to him by the
board of directors.
Section 5.08. Vice President:
The board of directors may from time to time designate and
elect one or more vice presidents who shall have such powers and
perform such duties as from time to time may be assigned to them
by the board of directors or the president. At the request or in the
absence or disability of the president, the vice president (or, if
there are two or more vice presidents, the then senior of the vice
presidents present and able to act) may perform all the duties of the
president and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the president.
Section 5.09. Treasurer and Assistant Treasurers:
The treasurer shall be the principal financial and accounting
officer of the Corporation. He shall deliver all funds and securities
of the Corporation which may come into his hands to such bank or
trust company as the board of directors shall employ as Custodian.
He shall make annual reports in writing of the business conditions
of the Corporation, which reports shall be preserved upon its
records, and he shall furnish such other reports regarding the
business and condition as the board of directors may from time to
time require. The Treasurer shall perform such duties additional to
the foregoing as the board of directors may from time to time
designate.
Any assistant treasurer may perform such duties of the
treasurer as the treasurer or the board of directors may assign, and,
in the absence of the treasurer, may perform all the duties of the
treasurer.
Section 5.10. Secretary and Assistant Secretaries:
The secretary shall attend to the giving and serving of all
notices of the Corporation and shall act as secretary at, and record
all proceedings of, the meetings of the stockholders and directors in
the books to be kept for that purpose. He shall keep in safe
custody the seal of the Corporation, and shall have charge of the
records of the Corporation, including the stock books and such
other books and papers as the board of directors may direct and
such books, reports, certificates and other documents required by
law to be kept, all of which shall at all reasonable times be open to
inspection by any director. At every meeting of the stockholders,
he shall receive and take charge of and/or canvass all proxies and/or
ballots, and shall decide all questions touching the qualifications of
voters, the validity of proxies and the acceptance or rejection of
votes. He shall perform such other duties as appertain to his office
or as may be required by the board of directors.
Any assistant secretary may perform such duties of the
secretary as the secretary or the board of directors may assign, and,
in the absence of the secretary, may perform all the duties of the
secretary.
Section 5.11. Subordinate Officers:
The board of directors from time to time may appoint such
other officers or agents as it may deem advisable, including one or
more assistant treasurers and one or more assistant secretaries, each
of whom shall have such title, hold office for such period, have such
authority and perform such duties as the board of directors may
determine. The board of directors from time to time may delegate
to one or more officers or agents the power to appoint any such
subordinate officers or agents and to prescribe their respective
rights, terms of office, authorities and duties.
Section 5.12. Remuneration:
The salaries or other compensation of the officers of the
Corporation shall be fixed from time to time by resolution of the
board of directors, except that the board of directors may by
resolution delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate officers or
agents appointed in accordance with the provisions of Section 5.11
hereof.
Section 5.13. Surety Bonds:
The board of directors may require any officer or agent of
the Corporation to execute a bond (including, without limitation,
any bond required by the Investment Company Act of 1940, as
amended, and the rules and regulations of the Securities and
Exchange Commission) to the Corporation in such sum and with
such surety or sureties as the board of directors may determine,
conditioned upon the faithful performance of his or her duties to the
Corporation, including responsibility for negligence and for the
accounting of any of the Corporation's property, funds or securities
that may come into his or her hands.
ARTICLE VI
CUSTODY OF SECURITIES
Section 6.01. Employment of a Custodian:
The Corporation shall place and at all times maintain in the
custody of a custodian (including any sub-custodian for the
custodian) all funds, securities and similar investments owned by
the Corporation in accordance with the applicable terms of the
1940 Act. The custodian (and any sub-custodian) shall be a bank
or similar financial institution having not less than $2,000,000
aggregate capital, surplus and undivided profits and shall be
appointed from time to time by the board of directors, which shall
fix its remuneration.
Section 6.02. Action Upon Termination of Custodian
Agreement:
Upon termination of a custodian agreement or inability of
the custodian to continue to serve, the board of directors shall
promptly appoint a successor custodian, but in the event that no
successor custodian can be found who has the required
qualifications and is willing to serve, the board of directors shall
call as promptly as possible a special meeting of the stockholders
to determine whether the Corporation shall function without a
custodian or shall be liquidated. If so directed by vote of the
holders of a majority of the outstanding shares of stock of the
Corporation, the custodian shall deliver and pay over all property of
the Corporation held by it as specified in such vote.
Section 6.03. Other Arrangements:
The Corporation may make such other arrangements for the
custody of its assets (including deposit arrangements) as may be
required by any applicable law, rule or regulation.
ARTICLE VII
EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES
Section 7.01. General:
Subject to the provisions of Sections 5.07, 7.02 and 8.03
hereof, all deeds, documents, transfers, contracts, agreements and
other instruments requiring execution by the Corporation shall be
signed by the president or a vice president and by the treasurer or
secretary or an assistant treasurer or an assistant secretary, or as
the board of directors may otherwise, from time to time, authorize.
Any such authorization may be general or confined to specific
instances.
Section 7.02. Checks, Notes, Drafts, Etc.:
So long as the Corporation shall employ a custodian to keep
custody of the cash and securities of the Corporation, all checks
and drafts for the payment of money by the Corporation may be
signed in the name of the Corporation by the custodian. Except as
otherwise authorized by the board of directors, all requisitions or
orders for the assignment of securities standing in the name of the
custodian or its nominee, or for the execution of powers to transfer
the same, shall be signed in the name of the Corporation by the
president or a vice president and by the treasurer or an assistant
treasurer. Promissory notes, checks or drafts payable to the
Corporation may be endorsed only to the order of the custodian or
its nominee and only by the treasurer or president or a vice
president or by such other person or persons as shall be authorized
by the board of directors.
Section 7.03. Voting of Securities:
Unless otherwise ordered by the board of directors, the
president or any vice president shall have full power and authority
on behalf of the Corporation to attend and to act and to vote, or in
the name of the Corporation to execute proxies to vote, at any
meeting of stockholders of any company in which the Corporation
may hold stock. At any such meeting such officer shall possess and
may exercise (in person or by proxy) any and all rights, powers and
privileges incident to the ownership of such stock. The board of
directors may by resolution from time to time confer like powers
upon any other person or persons.
ARTICLE VIII
CAPITAL STOCK
Section 8.01. Share Certificates:
Certificates for shares of the capital stock of the
Corporation shall be in such form as the board of directors shall
approve and shall be numbered and shall be entered in the books of
the Corporation as they are issued. They shall exhibit the holder's
name and certify the number of shares owned by him or her and
shall be signed by, or in the name of the Corporation by, the
president or a vice-president and the treasurer or an assistant
treasurer or the secretary or an assistant secretary of the
Corporation; provided, however, that where any certificate is
signed by a transfer agent or assistant transfer agent or by a
transfer clerk acting on behalf of the Corporation, the signature
of any such president, vice-president, treasurer, assistant
treasurer, secretary or assistant secretary may be facsimile,
printed or engraved. If any officer or officer who shall have
signed, or whose facsimile signature or signatures shall have been
used on, any certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or
certificates shall nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature
of signatures shall have been used thereon had not ceased to be
such officer or officers of the Corporation.
Section 8.02. Transfer of Capital Stock:
(a) Transfers of shares of the capital stock of the
Corporation shall be made on the books of the Corporation by the
holder of record thereof (in person or by his or her attorney
thereunto duly authorized by a power of attorney duly executed in
writing and filed with the secretary of the Corporation) (i) if a
certificate or certificates have been issued, upon the surrender of
the certificate or certificates, properly endorsed or accompanied by
proper instruments of transfer, representing such shares, or (ii) as
otherwise prescribed by the board of directors.
(b) The Corporation shall be entitled to treat the holder
of record of any share of stock as the absolute owner thereof for all
purposes, and accordingly shall not be bound to recognize any
legal, equitable or other claim or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by the
statutes of the State of Maryland.
Section 8.03. Transfer Agents and Registrars:
The board of directors may, from time to time, appoint or
remove transfer agents or registrars of shares of the Corporation.
Upon any such appointment being made, all certificates
representing shares of the Corporation thereafter issued shall be
countersigned by one of such transfer agents or registrars or by
both and shall not be valid unless so countersigned.
Section 8.04. Transfer Regulations:
Except as provided in the Articles of Incorporation, the
shares of the Corporation may be freely transferred, subject to the
charging of customary transfer fees, and the board of directors may,
from time to time, adopt rules and regulations with reference to the
method of transfer of the shares of the Corporation.
Section 8.05. Fixing of Record Date:
The board of directors may fix in advance a date as a record
date for the determination of the stockholders entitled to notice of
or to vote at any stockholders' meeting or any adjournment thereof,
or to express consent to corporate action in writing without a
meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any
other lawful action; provided that such record date shall be a date
not more than 90 nor less than 10 days prior to the date on which
the particular action requiring such determination of stockholders
of record will be taken.
Section 8.06. Lost Stolen or Destroyed Certificates:
Before issuing a new certificate for shares of the
Corporation alleged to have been lost, stolen or destroyed, the
board of directors or any officer authorized by the board may, in its
discretion, require the owner of the lost, stolen or destroyed
certificate (or his or her legal representative) to give the
Corporation a bond or other indemnity, in such form and in such
amount as the board or any such officer may direct and with such
surety or sureties as may be satisfactory to the board or any such
officer, sufficient to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new
certificate.
ARTICLE IX
INDEMNIFICATION AND INSURANCE
Section 9.01. Indemnification of Officers, Directors,
Employees and Agents:
The Corporation shall indemnify each person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by reason
of the fact that he or she is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise
(hereinafter referred to as a "Covered Person"), against all expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such Proceeding to the maximum extent permitted
by law, now existing or hereafter adopted. Notwithstanding the
foregoing, the following provisions shall apply with respect to
indemnification of the Corporation's directors, officers, and
investment adviser (as defined in the Investment Company Act of
1940, as amended):
(A) Whether or not there is an adjudication of liability in
such Proceeding, the Corporation shall not
indemnify any such person for any liability arising by
reason of such person's willful misfeasance, bad
faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his or her office or
under any contract or agreement with the
Corporation ("disabling conduct").
(B) The Corporation shall not indemnify any such
person unless:
(1) the court or other body before which the
Proceeding was brought (a) dismisses the
Proceeding for insufficiency of evidence of
any disabling conduct, or (b) reaches a final
decision on the merits that such person was
not liable by reason of disabling conduct; or
(2) absent such a decision, a reasonable
determination is made, based upon a review
of the facts, by (a) the vote of a majority of a
quorum of the directors of the Corporation
who are neither interested persons of the
Corporation as defined in the Investment
Company Act of 1940, as amended, nor
parties to the Proceeding, or (b) if such
quorum is not obtainable, or even if
obtainable, if a majority of a quorum of
directors described above so directs, based
upon a written opinion by independent legal
counsel, that such person was not liable by
reason of disabling conduct.
(C) The Corporation may advance expenses in
connection with the preparation and presentation of
a defense to any Proceeding from time to time prior
to final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the
Corporation if it is ultimately determined that he is
not entitled to indemnification hereunder; provided,
however, that either
(1) such person shall provide adequate security
for his or her undertaking;
(2) the Corporation shall be insured against
losses arising by reason of such advance; or
(3) a majority of a quorum of the directors of the
Corporation who are neither interested
persons of the Corporation as defined in the
Investment Company Act of 1940, as
amended, nor parties to the Proceeding, or
independent legal counsel in a written
opinion, shall determine, based on a review
of readily available facts that there is reason
to believe that such person will be found to
be entitled to indemnification.
Section 9.02. Insurance of Officers, Directors, Employees
and Agents:
The Corporation may purchase and maintain insurance or
other sources of reimbursement to the extent permitted by law on
behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him
or her in or arising out of his or her position.
Section 9.03. Non-Exclusivity:
The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article X shall not be deemed
exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under the Articles of
Incorporation, these By-Laws, agreement, vote of stockholders or
directors, or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office.
Section 9.04. Amendment:
No amendment, alteration or repeal of this Article or the
adoption, alteration or amendment of any other provision of the
Articles of Incorporation or By-Laws inconsistent with this Article,
shall adversely affect any right or protection of any person under
this Article with respect to any act or failure to act which occurred
prior to such amendment, alteration, repeal or adoption.
ARTICLE X
MISCELLANEOUS
Section 10.01. Fiscal Year:
The fiscal year of the Corporation shall end on such date as
the board of directors may by resolution specify, and the board of
directors may by resolution change such date for future fiscal years
at any time and from time to time.
Section 10.02. Accountant:
(a) The Corporation shall employ an independent
certified public accountant or firm of independent certified public
accountants as its accountant to examine the accounts of the
Corporation and to sign and certify financial statements filed by the
Corporation. The accountant's certificates and reports shall be
addressed both to the board of directors and to the stockholders.
(b) A majority of the members of the board of directors
who are not interested persons (as that term is defined in the
Investment Company Act of 1940) of the Corporation shall select
the accountant at any meeting held within 30 days before or after
the beginning of the fiscal year of the Corporation or before the
annual stockholders' meeting (if any) in that year. Such selection
shall be submitted for ratification or rejection at the next succeed
ing stockholders' meeting, when and if such meeting is held. If such
meeting shall reject such selection, the accountant shall be selected
by majority vote of the Corporation's outstanding voting securities,
either at the meeting at which the rejection occurred or at a
subsequent meeting of stockholders called for the purpose.
(c) Any vacancy occurring between meetings due to the
death or resignation of the accountant may be filled by a majority of
the members of the board of directors who are not such interested
persons.
Section 10.03. Books and Records:
(a) The books and records of the Corporation may be
kept outside the State of Maryland at such place or places as the
Board of Directors may from time to time determine, except as
otherwise required by law.
(b) The Board of Directors shall, subject to the laws of
Maryland, have power to determine, from time to time, whether
and to what extent and at what times and places and under what
conditions and regulations any accounts and books of the
Corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any
account or book or document of the Corporation, except as
conferred by the laws of Maryland, unless and until authorized so to
do by resolution of the Board of Directors or of the stockholders.
Section 10.04. Waiver of Notice:
Whenever any notice whatever is required to be given by
these By-Laws or the Articles of Incorporation or the laws of the
State of Maryland, a waiver thereof in writing, or by facsimile
transmission, telegraph, cable, radio or wireless by the person or
persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE XI
AMENDMENTS
Section 11.01. General:
Except as provided in Section 11.02 hereof, all By-Laws of
the Corporation, whether adopted by the board of directors or the
stockholders, shall be subject to amendment, alteration or repeal,
and new By-Laws may be made, by the affirmative vote of a
majority of either:
(a) the holders of record of the outstanding shares of
stock of the Corporation entitled to vote, at any meeting, the notice
or waiver of notice of which shall have specified or summarized the
proposed amendment, alteration, repeal or new By-Law; or
(b) the directors, at any regular or special meeting the
notice or waiver of notice of which shall have specified or
summarized the proposed amendment, alteration, repeal or new By-
Law.
Section 11.02. By Stockholders Only:
(a) No amendment of any section of these By-laws shall
be made except by the stockholders of the Corporation if the By-
laws provide that such section may not be amended, altered or
repealed except by the stockholders.
(b) From and after the issue of any shares of capital
stock of the Corporation, no amendment of this Article XI shall be
made except by the stockholders of the Corporation.
END OF BY-LAWS
Exhibit 77Q-1
RESTATEMENT OF ARTICLES OF INCORPORATION
PAINEWEBBER FINANCIAL SERVICES GROWTH FUND
INC.
PaineWebber Financial Services Growth Fund Inc., a
Maryland corporation, desires to restate its existing Articles of
Incorporation by adopting the following Restatement of Articles of
Incorporation, as approved by a majority of the Board of Directors
on May 13, 1998. The provisions set forth in this Restatement of
Articles of Incorporation, which do not amend the existing Articles
of Incorporation, restate all the provisions of the charter currently
in effect and otherwise permitted by Maryland General Corporate
Law.
FIRST:
I, Elinor W. Gammon, whose post office address is 1900 M
Street, N.W., Washington, D.C. 20036, being at least twenty-one
years of age, under and by virtue of the General Laws of the State
of Maryland authorizing the formation of corporations, is acting as
the sole incorporator with the intention of forming a corporation.
SECOND: Name.
The name of the Corporation is PaineWebber Financial
Services Growth Fund Inc. (?Corporation?).
THIRD: Corporate Purposes.
The purposes for which the Corporation is formed are to act
as an open-end management investment company under the
Investment Company Act of 1940, as amended, and to exercise and
enjoy all of the powers, rights and privileges granted to, or
conferred upon, corporations of a similar character by the Public
General Laws of the State of Maryland now or hereafter in force,
including, but not limited to, the following:
(a) To hold, invest and reinvest its funds, and in
connection therewith to hold part or all of its funds in cash, and to
purchase, subscribe for or otherwise acquire, hold for investment or
otherwise, to trade and deal in, write, sell, assign, negotiate,
transfer, exchange, lend, pledge or otherwise dispose of or turn to
account or realize upon, securities (which term ?securities" shall,
for the purposes of these Articles of Incorporation, without limiting
the generality thereof, be deemed to include any stocks, shares,
bonds, debentures, bills, notes, mortgages or other obligations or
evidences of indebtedness, and any options, certificates, receipts,
warrants or other instruments representing rights to receive,
purchase or subscribe for the same, or evidencing or representing
any other rights or interests therein, or in any property or assets;
and any negotiable or non-negotiable instruments and money
market instruments, including bank certificates of deposit, finance
paper, commercial paper, bankers' acceptances and all kinds of
repurchase or reverse repurchase agreements) created or issued by
any United States or foreign issuer (which term "issuer" shall, for
the purpose of these Articles of Incorporation, without limiting the
generality thereof, be deemed to include any persons, firms,
associations, partnerships, corporations, syndicates, combinations,
organizations, governments or subdivisions, agencies or
instrumentalities of any government); and to exercise, as owner or
holder of any securities, all rights, powers and privileges in respect
thereof including the right to vote thereon; to aid by further
investment any issuer, any obligation of or interest in which is held
by the Corporation or in the affairs of which the Corporation has
any direct or indirect interest; to guarantee or become surety on any
or all of the contracts, stocks, bonds, notes, debentures and other
obligations of any corporation, company, trust, association or firm;
and to do any and all acts and things for the preservation,
protection, improvement and enhancement in value of any and all
such securities.
(b) To acquire all or any part of the goodwill, rights,
property and business of any person, firm, association or
corporation heretofore or hereafter engaged in any business similar
to any business which the Corporation has the power to conduct,
and to hold, utilize, enjoy and in any manner dispose of the whole
or any part of the rights, property and business so acquired, and to
assume in connection therewith any liabilities of any such person,
firm, association or corporation.
(c) To apply for, obtain, purchase or otherwise acquire,
any patents, copyrights, licenses, trademarks, trade names and the
like, which may be capable of being used for any of the purposes of
the Corporation; and to use, exercise, develop, grant licenses in
respect of, sell and otherwise turn to account, the same.
(d) To issue and sell shares of its own capital stock and
securities convertible into such capital stock in such amounts and
on such terms and conditions, for such purposes and for such
amount or kind of consideration (including without limitation
thereto, securities) now or hereafter permitted by the laws of the
State of Maryland, by the Investment Company Act of 1940 and by
these Articles of Incorporation, as its Board of Directors may
determine.
(e) To purchase or otherwise acquire, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent
of the stockholders of the Corporation) shares of its capital stock
in any manner and to the extent now or hereafter permitted by the
laws of the State of Maryland, by the Investment Company Act of
1940 and by these Articles of Incorporation.
(f) To conduct its business in all its branches at one or
more offices in Maryland and elsewhere in any part of the world,
without restriction or limit as to extent.
(g) To exercise and enjoy, in Maryland and in any other
states, territories, districts and United States dependencies and in
foreign countries, all of the powers, rights and privileges granted
to, or conferred upon, corporations by the Public General Laws of
the State of Maryland now or hereafter in force.
(h) In general to carry on any other business in
connection with or incidental to its corporate purposes, to do
everything necessary, suitable or proper for the accomplishment of
such purposes or for the attainment of any object or the furtherance
of any power hereinbefore set forth, either alone or in association
with others, to do every other act or thing incidental or appurtenant
to or growing out of or connected with its business or purposes,
objects or powers, and, subject to the foregoing, to have and
exercise all the powers, rights and privileges conferred upon
corporations by the laws of the State of Maryland as in force from
time to time.
The foregoing objects and purposes shall, except as
otherwise expressly provided, be in no way limited or restricted by
reference to, or inference from, the terms of any other clause of this
or any other Article of these Articles of Incorporation, and shall
each be regarded as independent and construed as a power as well
as an object and a purpose, and the enumeration of specific
purposes, objects and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or the general
powers of the Corporation now or hereafter conferred by the laws
of Maryland, nor shall the expression of one thing be deemed to
exclude another though it be of like nature, not expressed;
provided, however, that the Corporation shall not have power to
carry on within the State of Maryland any business whatsoever that
precludes it from being classified as an ordinary business
corporation under the laws of the State of Maryland; nor shall it
carry on any business, or exercise any powers in any other
jurisdiction except to the extent that the same may lawfully be
carried on or exercised under the laws thereof.
Incident to meeting the purposes specified above, the
Corporation also shall have the power to:
(a) acquire (by purchase, lease or otherwise) and hold,
use, maintain, develop and dispose of (by sale or otherwise) any
property, real or personal, and any interest therein;
(b) borrow money and, in connection with such
borrowing, issue notes or other evidence of indebtedness; and
(c) buy, hold, sell, and otherwise deal in and with
commodities, indices of commodities or securities, and foreign
exchange, including the purchase and sale of futures contracts and
options on futures contracts related thereto, subject to any
applicable provisions of law.
FOURTH: Address and Resident Agent.
The post office address of the principal office of the
Corporation in this State is c/o CSC ? Lawyers Incorporating
Service Company, 11 East Chase Street, Baltimore, Maryland
21202. The name of the resident agent of the Corporation in this
State is CSC ? Lawyers Incorporating Service Company, and the
post office address of the resident agent is 11 East Chase Street,
Baltimore, Maryland 21202.
FIFTH: Capital Stock.
Section 5.1. Authority to Issue. The total number of shares
of capital stock which the Corporation shall have authority to issue
is three hundred million (300,000,000) shares, $.001 par value per
share ("Shares"), having an aggregate par value of $300,000. The
Shares may be issued by the Board of Directors in such separate
and distinct series (?Series") and classes of Series (?Classes?) as
the Board of Directors shall from time to time create and establish.
The Board of Directors shall have full power and authority, in its
sole discretion, to create and establish Series and Classes having
such preferences, rights, voting powers, terms of conversion,
restrictions, limitations on dividends, qualifications, and terms and
conditions of redemption as shall be fixed and determined from time
to time by resolution or resolutions providing for the issuance of
such Shares adopted by the Board of Directors. In event of
establishment of Classes, each Class of a Series shall represent
interests in the assets of that Series and have identical voting,
dividend, liquidation and other rights and the same terms and
conditions as any other Class of that Series, except as provided in
these Articles of Incorporation (provided that additional terms of
conversion may be adopted in accordance with Section 6.8(3)(e) of
these Articles) and except that expenses allocated to the Class of a
Series may be borne solely by such Class as shall be determined by
the Board of Directors and a Class of a Series may have exclusive
voting rights with respect to matters affecting only that Class.
Expenses related to the distribution of, and other identified
expenses that should properly be allocated to, the Shares of a
particular Class or Series may be charged to and borne solely by
such Class or Series and the bearing of expenses solely by a Class
or Series may be appropriately reflected (in a manner determined by
the Board of Directors) and cause differences in the net asset value
attributable to, and the dividend, redemption and liquidation rights
of, the Shares of each Class or Series. In addition, the Board of
Directors is hereby expressly granted authority to increase or
decrease the number of Shares of any Series or Class, but the
number of Shares of any Series or Class shall not be decreased by
the Board of Directors below the number of Shares thereof then
outstanding.
The Board of Directors of the Corporation is authorized
from time to time to classify or to reclassify, as the case may be,
any unissued Shares of the Corporation in separate Series or
Classes. The Shares of said Series or Classes shall have such
preferences, rights, voting powers, terms of conversion,
restrictions, limitations as to dividends, qualifications, and terms
and conditions of redemption as shall be fixed and determined from
time to time by the Board of Directors. The Corporation may hold
as treasury shares, reissue for such consideration and on such terms
as the Board of Directors may determine, or cancel, at their
discretion from time to time, any Shares reacquired by the
Corporation. No holder of any of the Shares shall be entitled as of
right to subscribe for, purchase, or otherwise acquire any Shares of
the Corporation which the Corporation proposes to issue or
reissue.
The Corporation shall have authority to issue any additional
Shares hereafter authorized and any Shares redeemed or
repurchased by the Corporation. All Shares of any Series or Class
when properly issued in accordance with these Articles of
Incorporation shall be fully paid and nonassessable.
Section 5.2. Redemption by Stockholders. Each holder of
Shares shall have the right at such times as may be permitted by the
Corporation to require the Corporation to redeem all or any part of
his or her Shares at a redemption price per Share equal to the net
asset value per Share at such time as the Board of Directors shall
have prescribed by resolution. In the absence of such resolution,
the redemption price per Share shall be the net asset value next
determined (in accordance with Section 5.4) after receipt by the
Corporation of a request for redemption in proper form less such
charges as are determined by the Board of Directors and described
in the Corporation's Registration Statement under the Securities
Act of 1933. The Board of Directors may specify conditions,
prices, and places of redemption, and may specify binding
requirements for the proper form or forms of requests for
redemption. Payment of the redemption price may be wholly or
partly in securities or other assets at the value of such securities
or assets used in such determination of net asset value, or may be in
cash. Notwithstanding the foregoing, the Board of Directors may
postpone payment of the redemption price and may suspend the
right of the holders of Shares to require the Corporation to redeem
Shares during any period or at any time when and to the extent
permissible under the Investment Company Act of 1940.
Section 5.3. Redemption by the Corporation. The Board
of Directors may cause the Corporation to redeem at current net
asset value all Shares owned or held by any one Stockholder having
an aggregate current net asset value of less than five hundred
dollars ($500). No such redemption shall be effected unless the
Corporation has given the Stockholder at least sixty (60) days'
notice of its intention to redeem the Shares and an opportunity to
purchase a sufficient number of additional Shares to bring the
aggregate current net asset value of his or her Shares to five
hundred dollars ($500). Upon redemption of Shares pursuant to
this Section, the Corporation shall promptly cause payment of the
full redemption price to be made to the holder of Shares so
redeemed.
Section 5.4. Net Asset Value per Share. The net asset
value of each Share of the Corporation, or each Series or Class,
shall be the quotient obtained by dividing the value of the net assets
of the Corporation, or if applicable of the Series (being the value of
the assets of the Corporation or of the particular Series less its
actual and accrued liabilities exclusive of capital stock and surplus)
by the total number of outstanding Shares of the Corporation, or of
the Series. Such determination may be made on a Series-by-Series
basis or made or adjusted on a Class-by-Class basis, as appropriate
and shall include any expenses allocated to a specific Series or Class
thereof. The Board of Directors shall have the power and duty to
determine from time to time the net asset value per Share at such
times and by such methods as it shall determine, subject to any
restrictions or requirements under the Investment Company Act of
1940, as amended, and the rules, regulations and interpretations
thereof promulgated or issued by the Securities and Exchange
Commission or insofar as permitted by any order of the Securities
and Exchange Commission applicable to the Corporation. The
Board of Directors may delegate such power and duty to any one
or more of the directors and officers of the Corporation, the
Corporation's administrator, investment adviser, custodian or
depository of the Corporation's assets, or another agent of the
Corporation.
Section 5.5. Establishment of Series or Class. The
establishment of any Series or Class shall be effective upon the
adoption of a resolution by a majority of the Directors setting forth
such establishment and designation and the relative rights and
preferences of the Shares of such Series or Class. At any time that
there are no Shares outstanding of any particular Series or Class
previously established and designated, the Directors may by a
majority vote abolish that Series or Class and the establishment and
designation thereof.
Section 5.6. Assets and Liabilities of Series. All
consideration received by the Corporation for the issuance or sale
of Shares of a particular Series, together with all assets in which
such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived from
the sale, exchange, or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in
whatever form, shall be referred to as "assets belonging to" that
Series. In addition, any assets, income, earnings, profits, and
proceeds thereof, funds, or payments which are not readily
identifiable as belonging to any particular Series shall be allocated
by the Board of Directors between and among one or more of the
Series in such manner as the Board of Directors, in its sole
discretion, deems fair and equitable. Each such allocation shall be
conclusive and binding upon the Stockholders of all Series for all
purposes, and shall be referred to as assets belonging to that Series.
The assets belonging to a particular Series shall be so recorded
upon the books of the Corporation. The assets belonging to each
particular Series shall be charged with the liabilities of that Series
and all expenses, costs, charges, and reserves attributable to that
Series or Class thereof shall be borne by that Series or Class. Any
general liabilities, expenses, costs, charges, or reserves of the
Corporation which are not readily identifiable as belonging to any
particular Series or Class shall be allocated and charged by the
Board of Directors between or among any one or more of the
Series or Classes in such a manner as the Board of Directors in its
sole discretion deems fair and equitable. Each such allocation shall
be conclusive and binding upon the Stockholders of all Series or
Classes for all purposes.
Section 5.7. Dividends. Dividends and distributions on
Shares with respect to each Series or Class may be declared and
paid with such frequency and in such form and amount as the Board
of Directors may from time to time determine. Dividends may be
declared daily or otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the Board
of Directors may determine.
All dividends and distributions of Shares of a particular
Series shall be distributed pro rata to the holders of that Series in
proportion to the number of Shares of that Series held by such
holders at the date and time of record established for the payment
of such dividends or distributions, except that such dividends and
distributions shall appropriately reflect expenses allocated to a
particular Class of such Series.
The Board of Directors shall have the power, in its sole
discretion, to distribute in any fiscal year as dividends (including
dividends designated in whole or in part as capital gain
distributions) amounts sufficient, in the opinion of the Board of
Directors, to enable the Corporation, or where applicable each
Series of the Corporation, to qualify as a regulated investment
company under the Internal Revenue Code of 1986, as amended, or
any successor or comparable statute thereto, and regulations
promulgated thereunder, and to avoid liability of the Corporation,
or each Series of the Corporation, for federal income tax in respect
of that year. The foregoing shall not limit the authority of the
Board of Directors to make distributions greater than or less than
the amount necessary to qualify as a regulated investment company
and to avoid liability of the Corporation, or any Series of the
Corporation, for such tax.
Dividends and distributions may be paid in cash, property or
Shares, or a combination thereof, as determined by the Board of
Directors or pursuant to any program that the Board of Directors
may have in effect at the time. Any such dividend or distribution
paid in Shares will be paid at the current net asset value thereof as
defined in Section 5.4.
Section 5.8. Classes of Stock. Seventy-five million
(75,000,000) Shares of the Corporation are designated Class A
Common Stock; seventy-five million (75,000,000) Shares of the
Corporation are designated Class B Common Stock; seventy-five
million (75,000,000) Shares of the Corporation are designated
Class C Common Stock; and seventy-five million (75,000,000)
Shares of the Corporation are designated Class Y Common Stock.
The Class A Common Stock, Class B Common Stock, Class C
Common Stock and Class Y Common Stock of each Series
represent interests in the same investment portfolio. Shares of each
Class of Common Stock shall be subject to all provisions of Article
FIFTH hereof relating to stock of the Corporation generally and
shall have the same preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption, except as follows:
(1) The dividends and distributions of investment income and
capital gains with respect to the Class A Common Stock, Class B
Common Stock, Class C Common Stock and Class Y Common
Stock shall be in such amount as may be declared from time to time
by the Board of Directors, and such dividends and distributions may
vary between the Classes to reflect differing allocations of the
expenses of each Series of the Corporation between the Classes to
such extent and for such purposes as the Board of Directors may
deem appropriate.
(2) The proceeds of the redemption of a Share of Common
Stock (including a fractional share) shall be reduced by the amount
of any applicable contingent deferred sales charge payable on such
redemption to the distributor of the Common Stock pursuant to the
terms of the issuance of the Shares (to the extent consistent with
the Investment Company Act of 1940, as amended, or regulations
or exemptions thereunder) and the Corporation shall promptly pay
to such distributor the amount of such contingent deferred sales
charge.
(3) (a) Each Share of the Class B Common Stock, other than a
Share purchased through the reinvestment of a dividend or a
distribution with respect to the Class B Common Stock, shall be
converted automatically, and without any action or choice on the
part of the holder thereof, into Shares of the Class A Common
Stock, at the relative net asset value of each Class, at the time of
the calculation of the net asset value of such Class of Shares on the
date that is the first Business Day (as defined in such Series'
prospectus and/or statement of additional information) of the month
in which the sixth anniversary of the issuance of such Shares of the
Class B Common Stock occurs (which, for the purpose of
calculating the holding period required for conversion, shall mean
(i) the date on which the issuance of such Class B Shares occurred
or (ii) for Class B Shares obtained through an exchange, the date on
which the issuance of the Class B Shares of an eligible PaineWebber
fund occurred, if such Shares were exchanged directly, or through a
series of exchanges, for the Corporation's Class B Shares (the
"Conversion Date")). The Board of Directors shall adopt a
resolution setting forth a list of eligible PaineWebber funds for
purposes of this paragraph.
(b) Each Share of the Class B Common Stock purchased
through the reinvestment of a dividend or a distribution with
respect to the Class B Common Stock and the dividends and
distributions on such Shares shall be segregated in a separate sub-
account on the stock records of the Corporation for each of the
holders of record thereof. On any Conversion Date, a number of
the Shares held in the sub-account of the holder of record of the
Share or Shares being converted, calculated in accordance with the
next following sentence, shall be converted automatically, and
without any action or choice on the part of the holder thereof, into
Shares of the Class A Common Stock. The number of Shares in
the holder's sub-account so converted shall bear the same relation
to the total number of Shares maintained in the sub-account on the
Conversion Date as the number of Shares of the holder converted
on the Conversion Date pursuant to paragraph (3)(a) hereof bears
to the total number of Shares of the Class B Common Stock of the
holder on the Conversion Date not purchased through the
automatic reinvestment of dividends or distributions with respect to
the Class B Common Stock.
(c) The number of Shares of the Class A Common Stock into
which a Share of the Class B Common Stock is converted pursuant
to Paragraphs (3)(a) and (3)(b) hereof shall equal the number
(including for this purpose fractions of a Share) obtained by
dividing the net asset value per Share of the Class B Common
Stock for purposes of sales and redemptions thereof at the time of
the calculation of the net asset value on the Conversion Date by the
net asset value per Share of the Class A Common Stock for
purposes of sales and redemptions thereof at the time of the
calculation of the net asset value on the Conversion Date.
(d) On the Conversion Date, the Shares of the Class B
Common Stock converted into Shares of the Class A Common
Stock will cease to accrue dividends and will no longer be
outstanding and the rights of the holders thereof will cease (except
the right to receive declared but unpaid dividends to the Conversion
Date).
(e) The Board of Directors shall have full power and authority
to adopt such other terms and conditions concerning the conversion
of Shares of the Class B Common Stock to Shares of the Class A
Common Stock as they deem appropriate; provided such terms and
conditions are not inconsistent with the terms contained in this
Section 5.8 and subject to any restrictions or requirements under
the Investment Company Act of 1940, as amended, and the rules,
regulations and interpretations thereof promulgated or issued by the
Securities and Exchange Commission or any conditions or
limitations contained in an order issued by the Securities and
Exchange Commission applicable to the Corporation.
SIXTH: Issuance of Common Stock.
Section 6.1. Issuance of New Stock. The Board of
Directors is authorized to issue and sell or cause to be issued and
sold from time to time (without the necessity of offering the same
or any part thereof to existing Stockholders) all or any portion or
portions of the entire authorized but unissued Shares of the
Corporation, and all or any portion or portions of the Shares of the
Corporation from time to time in its treasury, for cash or for any
other lawful consideration or considerations and on or for any
terms, conditions, or prices consistent with the provisions of law
and of the Articles of Incorporation at the time in force; provided,
however, that in no event shall Shares of the Corporation be issued
or sold for a consideration or considerations less in amount or value
than the par value of the Shares so issued or sold, and provided
further that in no event shall any Shares of the Corporation be
issued or sold, except as a stock dividend distributed to
Stockholders, for a consideration (which shall be net to the
Corporation after underwriting discounts or commissions) less in
amount or value than the net asset value of the Shares so issued or
sold determined as of such time as the Board of Directors shall have
by resolution prescribed. In the absence of such a resolution, such
net asset value shall be that next determined after an unconditional
order in proper form to purchase such Shares is accepted, except
that Shares may be sold to an underwriter at (a) the net asset value
next determined after such orders are received by a dealer with
whom such underwriter has a sales agreement or (b) the net asset
value determined at a later time.
Section 6.2. Issuance of Fractional Shares. The
Corporation may issue and sell fractions of Shares having pro rata
all the rights of full Shares, including, without limitation, the
right to vote and to receive dividends, and wherever the words?Share?
or ?Shares? are used in these Articles or in the By-Laws they shall
be deemed to include fractions of Shares, where the context does
not clearly indicate that only full Shares are intended.
SEVENTH: Voting.
On each matter submitted to a vote of the Stockholders,
each holder of a Share shall be entitled to one vote for each Share
and fractional votes for fractional Shares standing in his or her
name on the books of the Corporation; provided, however, that
when required by the Investment Company Act of 1940, as
amended, or rules thereunder or when the Board of Directors has
determined that the matter affects only the interests of one Series or
Class, matters may be submitted to a vote of the Stockholders of a
particular Series or Class, and each holder of Shares thereof shall be
entitled to votes equal to the full and fractional Shares of the
Series or Class standing in his or her name on the books of the
Corporation. The presence in person or by proxy of the holders of
one-third of the Shares outstanding and entitled to vote shall
constitute a quorum for the transaction of business at a
Stockholders' meeting, except that where any provision of law or of
these Articles of Incorporation permit or require that holders of any
Series or Class shall vote as a Series or Class, one-third of the
aggregate number of Shares of that Series or Class outstanding and
entitled to vote shall constitute a quorum for the transaction of
business by that Series or Class.
Notwithstanding any provision of law requiring a greater
proportion than a majority of the votes of all Shares of the
Corporation or of all Series or Classes (or of any Series or Class
entitled to vote thereon as a separate Series or Class) to take or
authorize any action, in accordance with the authority granted by
Section 2-104(b)(5) of the Maryland Corporations and Associations
Code, the Corporation is hereby authorized to take such action
upon the concurrence of a majority of the aggregate number of
Shares entitled to vote thereon (or of a majority of the aggregate
number of Shares of a Series or Class entitled to vote thereon as a
separate Series or Class). The right to cumulate votes in the
election of directors is expressly prohibited.
EIGHTH: Board of Directors.
All corporate powers and authority of the Corporation
(except as otherwise provided by statute, these Articles of
Incorporation, or the By-Laws of the Corporation) shall be vested
in and exercised by the Board of Directors. The number of
directors constituting the Board of Directors shall be such number
as may from time to time be fixed in or in accordance with the By-
Laws of the Corporation, provided that after stock is issued to
more than one Stockholder, such number shall not be less than
three. Except as provided in the By-Laws, the election of directors
may be conducted in any way approved at the meeting (whether of
Stockholders or directors) at which the election is held, provided
that such election shall be by ballot whenever requested by any
person entitled to vote. The names of the persons who shall act as
directors of the Corporation until their respective successors are
duly chosen and qualified are Margo N. Alexander, Richard Q.
Armstrong, E. Garrett Bewkes, Jr., Richard R. Burt, Mary C.
Farrell, Meyer Feldberg, George W. Gowen, Frederic V. Malek and
Carl W. Schafer.
NINTH: Contracts.
Section 9.1. Contracts in General. The Board of Directors
may in its discretion from time to time enter into an exclusive or
nonexclusive distribution contract or contracts providing for the
sale of Shares whereby the Corporation may either agree to sell
Shares to the other party to the contract or appoint such other party
its sales agent for such Shares (such other party being herein
sometimes called the "underwriter"), and in either case on such
terms and conditions as may be prescribed in the By-Laws, if any,
and such further terms and conditions as the Board of Directors
may in its discretion determine not inconsistent with the provisions
of these Articles of Incorporation and such contract may also
provide for the repurchase of Shares of the Corporation by such
other party or parties as agent of the Corporation. The Board of
Directors may also in its discretion from time to time enter into an
investment advisory or management contract or contracts whereby
the other party to such contract shall undertake to furnish to the
Board of Directors such management, investment advisory,
statistical and research facilities and services and such other
facilities and services, if any, and all upon such terms and
conditions as the Board of Directors may in its discretion determine.
Section 9.2. Parties to Contracts. Any contract of the
character described in Section 9.1 or for services as administrator,
custodian, transfer agent or disbursing agent or related services may
be entered into with any corporation, firm, trust or association,
although any one or more of the directors or officers of the
Corporation may be an officer, director, trustee, stockholder or
member of such other party to the contract, and no such contract
shall be invalidated or rendered voidable by reason of the existence
of any such relationship, nor shall any person holding such
relationship be liable merely by reason of such relationship for any
loss or expense to the Corporation under or by reason of said
contract or accountable for any profit realized directly or indirectly
therefrom, provided that the contract when entered into was
reasonable and fair and not inconsistent with the provisions of this
Article TENTH. The same person (including a firm, corporation,
trust, or association) may be the other party to contracts entered
into pursuant to Section 9.1 above, and any individual may be
financially interested or otherwise affiliated with persons who are
parties to any or all of the contracts mentioned in this Section 9.2.
TENTH: Liability of Directors and Officers.
Section 10.1. Liability. To the maximum extent permitted
by applicable law (including Maryland law and the Investment
Company Act of 1940) as currently in effect or as may hereafter be
amended, no director or officer of the Corporation shall be liable to
the Corporation or its stockholders for money damages.
Section 10.2. Indemnification. To the maximum extent
permitted by applicable law (including Maryland law and the
Investment Company Act of 1940) currently in effect or as may
hereafter be amended, the Corporation shall indemnify and advance
expenses as provided in the By-Laws to its present and past
directors, officers, employees and agents, and persons who are
serving or have served at the request of the Corporation as a
director, officer, employee or agent in similar capacities for other
entities.
Section 10.3. Insurance. The Corporation may purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity
or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against
such liability.
Section 10.4. Modification. Any repeal or modification of
this Article TENTH by the Stockholders of the Corporation, or
adoption or modification of any other provision of the Articles of
Incorporation or By-Laws inconsistent with this ArticleTENTH,
shall be prospective only, to the extent that such repeal or
modification would, if applied retrospectively, adversely affect any
limitation on the liability of any director or officer of the
Corporation or indemnification available to any person covered by
these provisions with respect to any act or omission which occurred
prior to such repeal, modification or adoption.
ELEVENTH: Amendment.
Section 11.1. Articles of Incorporation. The Corporation
reserves the right from time to time to make any amendment of
these Articles of Incorporation, now or hereafter authorized by law,
including any amendment which alters contract rights, as expressly
set forth in these Articles of Incorporation, of any outstanding
Shares. Any amendment to these Articles of Incorporation may be
adopted at a meeting of the Stockholders upon receiving an
affirmative vote of a majority of all votes entitled to be cast
thereon.
Section 11.2. By-Laws. Except as may otherwise be
provided in the By-Laws, the Board of Directors of the
Corporation is expressly authorized to make, alter, amend and
repeal By-Laws or to adopt new By-Laws of the Corporation,
without any action on the part of the Stockholders; but the By-
Laws made by the Board of Directors and the power so conferred
may be altered or repealed by the Stockholders.
IN WITNESS WHEREOF, PAINEWEBBER FINANCIAL
SERVICES GROWTH FUND INC. has caused these presents to
be signed in its name and on its behalf by its Vice President and
attested by the Corporation?s Assistant Secretary on this 11th day of
June, 1998, who swear under penalty of perjury to the best of their
knowledge, information and belief, that the matters and facts set
forth in these Articles are true in all material respects.
PAINEWEBBER FINANCIAL SERVICES
GROWTH FUND INC.
By: /s/ Dianne E. O?Donnell
Attest: /s/ Keith A. Weller
DC-237317.01
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