For Communications & Technology Growth Fund
For the year ended August 31, 1995 Exhibit 77C
File Number 811 - 4180
A special meeting of shareholders of the PaineWebber Communications &
Technology Growth Fund ("ComTech Fund"), a series of PaineWebber Olympus
Fund,
("Trust") was held on August 11, 1995. At the meeting the following agreement
was approved
for ComTech Fund:
1) To consider an Agreement and Plan of Reorganization and Termination
under
which PaineWebber Growth Fund ("Growth Fund"), a series of the Trust,
would
acquire the assets of ComTech Growth Fund in exchange solely for shares of
beneficial interest in Growth Fund and the assumption by Growth Fund of
ComTech
Growth Fund's liabilities, followed by the distribution of those shares to the
shareholders of ComTech Growth Fund.
The votes were as follows:
Shares Voting as a Single Class
Shares Shares Shares
Voted For Voted Against Withhold Authority
--------- ------------- ------------------
2,862,606 134,153 194,523
For Growth Fund
For filing period ended August 31, 1995
File number 811-4180 Exhibit 77M
The Combined Proxy Statement and Prospectus (the "Proxy Statement") included
in
the Registrant's Registration Statement on Form N-14 filed with the Securities
and Exchange Commission through XXXXX on June 5, 1995 (Accession
No.0000950112-95-
001530: ) is
incorporated herein by reference in response to this Sub-Item. The transaction
described in the Proxy Statement was consummated on August 18, 1995. Pursuant
to
state law, no vote of the Registrant's shareholders was required. Actions
required by applicable state law, such as the registration of additional shares
of the Registrant under certain Blue Sky laws, either have been or will be
effected in accordance with such laws. The two other parties to the transaction,
PaineWebber Blue Chip Growth Fund and PaineWebber Communications &
Technology
Growth Fund, series of PaineWebber Master Series, Inc. and PaineWebber
Olympus
Fund, respectively. PaineWebber Master Series, Inc. and PaineWebber Olympus
Fund
do not intend to deregister with the Commission pursuant to the Investment
Company Act of 1940, as amended, because each is comprised of another
portfolio
or portfolio which continue to operate.
