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Rule 24f-2 Notice For
PAINEWEBBER RMA MONEY FUND, INC.
Money Market Portfolio
U.S. Government Portfolio
Retirement Money Fund
(1933 Act File No. 2-78309)
1. The fiscal year for which the notice is filed:
July 1, 1994 to June 30, 1995
2. The number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of
1933 other than pursuant to this section but which remained
unsold at the beginning of such fiscal year:
234,005,054 shares of capital stock of RMA Money Market
Portfolio; 140,411,396 shares of capital stock of RMA
U.S. Government Portfolio.
3. The number or amount of securities, if any, registered during
such fiscal year other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal year:
$41,866,547,858 representing $27,630,575,450 for
27,630,575,450 shares of capital stock of RMA Money
Market Portfolio; $4,573,104,400 for 4,573,104,400 shares
of capital stock of RMA U.S. Government Portfolio; and
$9,662,868,008 for 9,662,868,008 shares of capital stock
of Retirement Money Fund at $0.001 par value,
respectively.
5. The number or amount of securities sold during such fiscal year
in reliance upon registration pursuant to this section:
$41,492,131,408 representing $27,396,570,396 for
27,396,570,396 shares of capital stock of RMA Money
Market Portfolio; $4,432,693,004 for 4,432,693,004 shares
of capital stock of RMA U.S. Government Portfolio; and
$9,662,868,008 for 9,662,868,008 shares of capital stock
of Retirement Money Fund at $0.001 par value,
respectively.
6. The calculation of filing fee:
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(a) The total amount of registered shares
of beneficial interest ($0.001 par
value) sold including sales load: $41,492,131,408
(b) Less the total amount of registered
shares of beneficial interest ($0.001 (40,707,400,321)
par value) redeemed or repurchased: -----------------
(c) Difference (i.e., (a) less (b)): $784,731,087
================
(d) Filing fee pursuant to section 6(b)
of 1933 Act (Line (c) Amount x 1/29 $270,597
of 1%): ================
/s/ Paul H. Schubert
Date: August 23, 1995 --------------------------
Paul H. Schubert
Vice President and
Assistant Treasurer
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August 25, 1995
PaineWebber RMA Money Fund, Inc.
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber RMA Money Fund, Inc. ("Company") is a corporation
organized under the laws of the State of Maryland on July 2, 1982. The
Company currently has three series of shares of common stock: Money
Market Portfolio, U.S. Government Portfolio and PaineWebber Retirement
Money Fund. We understand that the Company is about to file a Rule 24f-2
Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, for the purpose of making definite the number of shares of common
stock of each series which it has registered thereunder and under the
Securities Act of 1933, as amended, and which it sold in reliance on Rule
24f-2 during its fiscal year ended June 30, 1995.
We have, as counsel, participated in various corporate and other
proceedings relating to the Company. We have examined copies, either
certified or otherwise proved to be genuine, of its Articles of
Incorporation and By-Laws, as now in effect, the minutes of meetings of
the board of directors and other documents relating to its organization
and operation, and we are generally familiar with its corporate affairs.
Based upon the foregoing, it is our opinion that the shares of common
stock of each series of the Company sold in reliance upon registration
under Rule 24f-2 during its fiscal year ended June 30, 1995, the
registration of which will be made definite by the filing of the Rule 24f-
2 Notice, were legally issued, fully paid and non-assessable. We express
no opinion as to compliance with the Securities Act of 1933, the
Investment Company Act of 1940 or applicable state securities laws in
connection with the sales of shares of common stock.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Elinor W. Gammon
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Elinor W. Gammon
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