May 26, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
CMA MULTI-STATE MUNICIPAL
SERIES TRUST
File Nos. 33-20580, 33-38833,
33-20463, 33-38834,
33-34608, 33-38835,
33-34609, 33-38780,
33-34610, 33-54492
Dear Sirs:
In accordance with the provisions of
Rule 24f-2 under the Investment
Company Act of 1940, CMA Multi-State
Municipal Series Trust (the "Trust")
hereby transmits its Rule 24f-2 Notice
(the "Notice") on behalf of its ten
constituent series: CMA California,
New York, Pennsylvania, New Jersey,
Massachusetts, Connecticut, Michigan,
Ohio, North Carolina and Arizona
Municipal Money Funds, respectively
(each referred to herein as a Fund,
and collectively as the "Funds").
This Notice is being filed for the Fiscal
Year of each of the above referenced
Funds ended March 31, 1995 (the
"Fiscal Year").
Set forth below is the information
required by Rule 24f-2 for each Fund.
Included in such information are the
calculations on which the enclosed
filing fee is based.
I. CMA California Municipal Money
Fund
1. No shares of beneficial interest of
the Fund which had been registered
under the Securities Act of 1933
(the "Securities Act") other than
pursuant to Rule 24f-2 remained
unsold at the beginning of the Fiscal
Year.
2. 18,760,825 shares of beneficial
interest were registered under the
Securities Act during the Fiscal
Year other than pursuant to Rule
24f-2.
3. 4,208,416,998 shares of beneficial
interest were sold during the Fiscal
Year.*
_______________
*The aggregate sale price of all shares
of beneficial interest sold during the
Fiscal Year was $4,208,416,998.
<PAGE>
4. 4,189,656,173 shares of beneficial
interest were sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2. Transmitted
with this Notice is an opinion of
Brown & Wood, counsel for the
Fund, indicating that the securities
the registration of which this notice
makes definite in number were
legally issued, fully paid and
non-assessable.
5. Since the aggregate sale price of
securities sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2 is less than
the aggregate redemption price of
securities redeemed during the
Fiscal Year, no filing fee is
required in connection with the
filing of this Notice. The calculation
is as follows:
(i) Actual aggregate sale price for
the 4,189,656,173 shares of
beneficial interest sold during
the Fiscal Year in reliance
upon registration pursuant to
Rule 24f-2. $4,189,656,173
reduced by
(ii) Aggregate redemption price
for the 4,296,269,504 shares
of beneficial interest
redeemed during the Fiscal
Year. $4,296,269,504
equals amount on which filing is based $ -0-
II. CMA New York Municipal
Money Fund
1. No shares of beneficial interest of
the Fund which had been
registered under the Securities
Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2
remained unsold at the beginning
of the Fiscal Year.
2. No shares of beneficial interest
were registered under the
Securities Act during the Fiscal
Year other than pursuant to Rule
24f-2.
3. 3,003,904,257 shares of
beneficial interest were sold
during the Fiscal Year.*
_______________
*The aggregate sale price for all
shares of beneficial interest sold
during the Fiscal Year was
$3,003,904,257.
<PAGE>
4. 3,003,904,257 shares of
beneficial interest were sold
during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
Transmitted with the Notice is
an opinion of Brown & Wood,
counsel for the Fund,
indicating that the securities
the registration of which this
Notice makes definite in
number were legally issued,
fully paid for and
non-assessable.
5. In accordance with Paragraph
(c) of Rule 24f-2, the fee of
$43,546.10 has been wired.
Such fee which relates to the
3,003,904,257 shares of beneficial
interest referred to in Paragraph 4
is based upon the aggregate sale
price for which such securities
were sold during the Fiscal Year,
reduced by the actual aggregate
redemption or repurchase price
of shares of beneficial interest
redeemed or repurchased during
the Fiscal Year. The Fund did not
apply the redemption or repurchase
price of any shares of beneficial
interest redeemed or repurchased
during the Fiscal Year pursuant to
Rule 24e-2(a) in filings made
pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.
The calculation of the amount on
which the filing fee is based is as
follows:
(i) Aggregate sale price for the
3,003,904,257 shares of
beneficial interest sold during
the Fiscal Year in reliance
upon registration pursuant to
Rule 24f-2. $3,003,904,257
reduced by
(ii) Aggregate redemption price
for the 2,877,620,567 shares
of beneficial interest
redeemed during the Fiscal
Year. $2,877,620,567
equals amount on which filing fee is
based $ 126,283,690
Based upon the above calculation,
$43,546.10 is payable with respect
to the registration of 3,003,904,257
shares of beneficial interest of the
Fund.
III. CMA Pennsylvania Municipal
Money Fund
1. No shares of beneficial interest
of the Fund which had been
registered under the Securities
Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2
remained unsold at the beginning
of the Fiscal Year.
2. No shares of beneficial interest
were registered under the
Securities Act during the Fiscal
Year other than pursuant to Rule
24f-2.
3. 1,238,593,671 shares of
beneficial interest were sold
during the Fiscal Year.*
4. 1,238,593,671 shares of
beneficial interest were sold
during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2.
Transmitted with the Notice is
an opinion of Brown & Wood,
counsel for the Fund, indicating
that the securities the registration
of which this Notice makes
definite in number were legally
issued, fully paid for and
non-assessable.
5. In accordance with Paragraph
(c) of Rule 24f-2, the fee of
$2,709.57 has been wired.
Such fee which relates to the
1,238,593,671 shares of beneficial
interest referred to in Paragraph 4
is based upon the aggregate sale
price for which such securities
were sold during the Fiscal Year,
reduced by the actual aggregate
redemption or repurchase price
of shares of beneficial interest
redeemed or repurchased during
the Fiscal Year. The Fund did not
apply the redemption or repurchase
price of any shares of beneficial
interest redeemed or repurchased
during the Fiscal Year pursuant to
Rule 24e-2(a) in filings made
pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.
The calculation of the amount on
which the filing fee is based is as
follows:
(i) Aggregate sale price for the
1,238,593,671 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2. $1,238,593,671
reduced by
(ii) Aggregate redemption price for
the 1,230,735,908 shares of
beneficial interest redeemed
during the Fiscal Year. $1,230,735,908
equals amount on which filing fee is
based $7,857,763
Based upon the above calculation,
$2,709.57 is payable with respect to
the registration of 1,238,593,671
shares of beneficial interest of the
Fund.
_______________
*The aggregate sale price of all
shares of beneficial interest sold
during the Fiscal Year was
$1,238,593,671.
<PAGE>
IV. CMA New Jersey Municipal
Money Fund
1. No shares of beneficial interest
of the Fund which had been
registered under the Securities
Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2
remained unsold at the beginning
of the Fiscal Year.
2. No shares of beneficial interest
were registered under the
Securities Act during the Fiscal
Year other than pursuant to Rule
24f-2.
3. 1,629,827,901 shares of beneficial
interest were sold during the Fiscal
Year.*
4. 1,629,827,901 shares of beneficial
interest were sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2. Transmitted
with the Notice is an opinion of
Brown & Wood, counsel for the
Fund, indicating that the securities
the registration of which this Notice
makes definite in number were
legally issued, fully paid for and
non-assessable.
5. In accordance with Paragraph (c)
of Rule 24f-2, the fee of
$24,956.47 has been wired.
Such fee which relates to the
1,629,827,901 shares of
beneficial interest referred to in
Paragraph 4 is based upon the
aggregate sale price for which
such securities were sold during
the Fiscal Year, reduced by the
actual aggregate redemption or
repurchase price of shares of
beneficial interest redeemed or
repurchased during the Fiscal
Year. The Fund did not apply
the redemption or repurchase
price of any shares of beneficial
interest redeemed or
repurchased during the Fiscal
Year pursuant to Rule 24e-2(a)
in filings made pursuant to Section
24(e)(1) of the Investment
Company Act of 1940. The
calculation of the amount on which
the filing fee is based is as follows:
(i) Aggregate sale price for the
1,629,827,901 shares of
beneficial interest sold during
the Fiscal Year in reliance
upon registration pursuant to
Rule 24f-2. $1,629,827,901
_______________
*The aggregate sale price of all
shares of beneficial interest sold
during the Fiscal Year was
$1,629,827,901.
<PAGE>
reduced by
(ii) Aggregate redemption price
for the 1,557,454,149 shares
of beneficial interest
redeemed during the Fiscal
Year. $1,557,454,149
equals amount on which filing fee
is based $72,373,752
Based upon the above calculation,
$24,956.47 is payable with respect
to the registration of 1,629,827,901
shares of beneficial interest of the
Fund.
V. CMA Massachusetts Municipal
Money Fund
1. No shares of beneficial interest
of the Fund which had been
registered under the Securities
Act of 1933 (the "Securities Act")
pursuant to Rule 24f-2 remained
unsold at the beginning of the
Fiscal Year.
2. No shares of beneficial interest
were registered under the
Securities Act during the Fiscal
Year other than pursuant to
Rule 24f-2.
3. 566,759,318 shares of beneficial
interest were sold during the
Fiscal Year.*
4. 566,759,318 shares of beneficial
interest were sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2. Transmitted
with the Notice is an opinion of
Brown & Wood, counsel for the
Fund, indicating that the securities
the registration of which this Notice
makes definite in number were legally
issued, fully paid for and
non-assessable.
_______________
*The aggregate sale price of all shares
of beneficial interest sold during the
Fiscal Year was $566,759,318.
<PAGE>
5. In accordance with Paragraph (c) of
Rule 24f-2, the fee of $2,272.82 has
been wired. Such fee which relates
to the 566,759,318 shares of
beneficial interest referred to in
Paragraph 4 is based upon the
aggregate sale price for which such
securities were sold during the
Fiscal Year, reduced by the actual
aggregate redemption or repurchase
price of shares of beneficial interest
redeemed or repurchased during the
Fiscal Year. The Fund did not apply
the redemption or repurchase price
of any shares of beneficial interest
redeemed or repurchased during the
Fiscal Year pursuant to Rule 24e-2(a)
in filings made pursuant to Section
24(e)(1) of the Investment Company
Act of 1940. The calculation of the
amount on which the filing fee is
based is as follows:
(i) Aggregate sale price for the
566,759,318 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2. $566,759,318
reduced by
(ii) Aggregate redemption price for
the 560,168,139 shares of
beneficial interest redeemed
during the Fiscal Year. $560,168,139
equals amount on which filing fee is
based $6,591,179
Based upon the above calculation,
$2,272.82 is payable with respect
to the registration of 566,759,318
shares of beneficial interest of the
Fund.
VI. CMA Connecticut Municipal
Money Fund
1. No shares of beneficial interest
of the Fund which had been
registered under the Securities
Act of 1933 (the "Securities
Act") other than pursuant to
Rule 24f-2 remained unsold
at the beginning of the Fiscal
Year.
2. No shares of beneficial interest
were registered under the
Securities Act during the Fiscal
Year other than pursuant to
Rule 24f-2.
3. 944,440,136 shares of beneficial
interest were sold during the
Fiscal Year.*
_______________
*The aggregate sale price of all
shares of beneficial interest
sold during the Fiscal Year was
$944,440,136.
<PAGE>
4. 944,440,136 shares of beneficial
interest were sold during the
Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
Transmitted with the Notice is an
opinion of Brown & Wood,
counsel for the Fund, indicating
that the securities the registration
of which this Notice makes definite
in number were legally issued,
fully paid for and non-assessable.
5. In accordance with Paragraph (c)
of Rule 24f-2, the fee of $1,335.90
has been wired. Such fee which
relates to the 944,440,136 shares
of beneficial interest referred to in
Paragraph 4 is based upon the
aggregate sale price for which such
securities were sold during the
Fiscal Year, reduced by the actual
aggregate redemption or repurchase
price of shares of beneficial interest
redeemed or repurchased during the
Fiscal Year. The Fund did not apply
the redemption or repurchase price
of any shares of beneficial interest
redeemed or repurchased during the
Fiscal Year pursuant to Rule 24e-2(a)
in filings made pursuant to Section
24(e)(1) of the Investment Company
Act of 1940. The calculation of the
amount on which the filing fee is
based is as follows:
(i) Aggregate sale price for the
944,440,136 shares of
beneficial interest sold during
the Fiscal Year in reliance
upon registration pursuant to
Rule 24f-2. $944,440,136
reduced by
(ii) Aggregate redemption price
for the 940,566,013 shares
of beneficial interest
redeemed during the Fiscal
Year. $940,566,013
equals amount on which filing fee
is based $3,874,123
Based upon the above calculation,
$1,335.90 is payable with respect
to the registration of 944,440,136
shares of beneficial interest of the
Fund.
VII. CMA Michigan Municipal
Money Fund
1. No shares of beneficial interest
of the Fund which had been
registered under the Securities
Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2
remained unsold at the
beginning of the Fiscal Year.
2. No shares of beneficial interest
were registered under the
Securities Act during the Fiscal
Year other than pursuant to
Rule 24f-2.
3. 929,669,029 shares of beneficial
interest were sold during the
Fiscal Year.*
4. 929,669,029 shares of beneficial
interest were sold during the
Fiscal Year in reliance upon
registration pursuant to Rule
24f-2. Transmitted with the Notice
is an opinion of Brown & Wood,
counsel for the Fund, indicating
that the securities the registration
of which this Notice makes
definite in number were legally
issued, fully paid for and
non-assessable.
5. Since the aggregate sale price
of securities sold during the
Fiscal Year in reliance upon
registration pursuant to Rule
24f-2 is less than the aggregate
redemption price of securities
redeemed during the Fiscal Year,
no filing fee is required in
connection with the filing of this
Notice. The calculation is as
follows:
(i) Actual aggregate sale price
for the 929,669,029 shares
of beneficial interest sold
during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $929,669,029
reduced by
(ii) Aggregate redemption price
for the 951,561,384 shares
of beneficial interest
redeemed during the
Fiscal Year. $951,561,384
equals amount on which filing is
based $ -0-
VIII. CMA Ohio Municipal
Money Fund
1. No shares of beneficial
interest of the Fund which
had been registered under
the Securities Act of 1933
(the "Securities Act") other
than pursuant to Rule 24f-2
remained unsold at the
beginning of the Fiscal Year.
2. No shares of beneficial
interest were registered
under the Securities Act
during the Fiscal Year
other than pursuant to
Rule 24f-2.
_______________
*The aggregate sale price of
all shares of beneficial
interest sold during the
Fiscal Year was $929,669,029.
<PAGE>
3. 823,958,852 shares of
beneficial interest were
sold during the Fiscal
Year.*
4. 823,958,852 shares of
beneficial interest were
sold during the Fiscal
Year in reliance upon
registration pursuant to
Rule 24f-2. Transmitted
with the Notice is an opinion
of Brown & Wood, counsel
for the Fund, indicating that
the securities the registration
of which this Notice makes
definite in number were
legally issued, fully paid for
and non-assessable.
5. In accordance with Paragraph
(c) of Rule 24f-2, the fee of
$6,314.65 has been wired.
Such fee which relates to the
823,958,852 shares of beneficial
interest referred to in Paragraph
4 is based upon the aggregate
sale price for which such
securities were sold during the
Fiscal Year, reduced by the
actual aggregate redemption
or repurchase price of shares
of beneficial interest redeemed
or repurchased during the
Fiscal Year. The Fund did not
apply the redemption or
repurchase price of any shares
of beneficial interest redeemed
or repurchased during the
Fiscal Year pursuant to Rule
24e-2(a) in filings made
pursuant to Section 24(e)(1)
of the Investment Company Act
of 1940. The calculation of the
amount on which the filing
fee is based is as follows:
(i) Aggregate sale price for
the 823,958,852 shares
of beneficial interest sold
during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $823,958,852
reduced by
(ii) Aggregate redemption price
for the 805,646,384 shares
of beneficial interest
redeemed during the Fiscal
Year. $805,646,384
equals amount on which filing fee
is based $ 18,312,468
Based upon the above calculation,
$6,314.65 is payable with respect
to the registration of 823,958,852
shares of beneficial interest of the
Fund.
______________
*The aggregate sale price of all
shares of beneficial interest sold
during the Fiscal Year was
$823,958,852.
<PAGE>
IX. CMA North Carolina Municipal
Money Fund
1. No shares of beneficial interest
of the Fund which had been
registered under the Securities
Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2
remained unsold at the beginning
of the Fiscal Year.
2. No shares of beneficial interest
were registered under the
Securities Act during the Fiscal
Year other than pursuant to Rule
24f-2.
3. 924,263,338 shares of beneficial
interest were sold during the
Fiscal Year.*
4. 924,263,338 shares of beneficial
interest were sold during the
Fiscal Year in reliance upon
registration pursuant to Rule 24f-2.
Transmitted with the Notice is an
opinion of Brown & Wood, counsel
for the Fund, indicating that the
securities the registration of which
this Notice makes definite in number
were legally issued, fully paid for
and non-assessable.
5. Since the aggregate sale price of
securities sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2 is less than
the aggregate redemption price of
securities redeemed during the
Fiscal Year, no filing fee is
required in connection with the
filing of this Notice. The
calculation is as follows:
(i) Actual aggregate sale price
for the 924,263,338 shares
of beneficial interest sold
during the Fiscal Year in
reliance upon registration
pursuant to Rule 24f-2. $924,263,338
reduced by
(ii) Aggregate redemption price
for the 946,590,315 shares
of beneficial interest
redeemed during the Fiscal
Year. $946,590,315
equals amount on which filing is
based $ -0-
_______________
*The aggregate sale price of all
shares of beneficial interest sold
during the Fiscal Year was
$924,263,338.
<PAGE>
X. CMA Arizona Municipal
Money Fund
1. No shares of beneficial
interest of the Fund which
had been registered under
the Securities Act of 1933
(the "Securities Act") other
than pursuant to Rule 24f-2
remained unsold at the
beginning of the Fiscal Year.
2. No shares of beneficial interest
were registered under the
Securities Act during the Fiscal
Year other than pursuant to Rule
24f-2.
3. 389,748,845 shares of beneficial
interest were sold during the
Fiscal Year.*
4. 389,748,845 shares of beneficial
interest were sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2. Transmitted
with the Notice is an opinion of
Brown & Wood, counsel for the
Fund, indicating that the securities
the registration of which this Notice
makes definite in number were
legally issued, fully paid for and
non-assessable.
5. In accordance with Paragraph (c)
of Rule 24f-2, the fee of $9,605.10
has been wired. Such fee which
relates to the 389,748,845 shares
of beneficial interest referred to in
Paragraph 4 is based upon the
aggregate sale price for which such
securities were sold during the Fiscal
Year, reduced by the actual aggregate
redemption or repurchase price of
shares of beneficial interest redeemed
or repurchased during the Fiscal Year.
The Fund did not apply the redemption
or repurchase price of any shares of
beneficial interest redeemed or
repurchased during the Fiscal Year
pursuant to Rule 24e-2(a) in filings
made pursuant to Section 24(e)(1)
of the Investment Company Act of 1940.
The calculation of the amount on
which the filing fee is based as follows:
(i) Aggregate sale price for the
389,748,845 shares of beneficial
interest sold during the Fiscal
Year in reliance upon registration
pursuant to Rule 24f-2. $389,748,845
_____________
*The aggregate sale price of all shares
of beneficial interest sold during the
Fiscal Year was $389,748,845.
<PAGE>
reduced by
(ii) Aggregate redemption price for
the 361,894,068 shares of
beneficial interest redeemed
during the Fiscal Year. $361,894,068
equals amount on which filing fee
is based $27,854,777
Based upon the above calculation,
$9,605.10 is payable with respect
to the registration of 389,748,845
shares of beneficial interest of the
Fund.
Please direct any questions relating
to this filing to Robert Harris at Merrill
Lynch Asset Management, P.O.
Box 9011, Princeton, N.J. 08543-9011,
(609) 282-2025, or to Frank P. Bruno
at Brown & Wood, One World Trade
Center, New York, New York 10048,
(212) 839-5540.
Very truly yours,
CMA MULTI-STATE MUNICIPAL
SERIES TRUST
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
May 26, 1995
CMA Multi-State Municipal Series Trust
P.O. Box 9011
Princeton, New Jersey 08543-9011
Ladies and Gentlemen:
This opinion is furnished in connection
with the notice (the "Notice") to be filed by
CMA Multi-State Municipal Series Trust, a
Massachusetts business trust (the "Trust"),
with the Securities and Exchange
Commission pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as
amended. The Notice is being filed to
make definite the registration under the
Securities Act of 1933, as amended, of
14,640,821,520 shares of beneficial
interest, par value $0.10 per share,
of the Trust (the "Shares") which were
sold during the Trust's fiscal year ended
March 31, 1995. The shares comprise
389,748,845 shares of CMA Arizona
Municipal Money Fund (the "Arizona
Fund"), 4,189,656,173 shares of CMA
California Municipal Money Fund (the
"California Fund"), 944,440,136 shares
of CMA Connecticut Municipal Money
Fund (the "Connecticut Fund"),
566,759,318 shares of CMA Masachusetts
Municipal Money Fund (the
"Massachusetts Fund"), 929,669,029
shares of CMA Michigan Municipal Money
Fund (the "Michigan Fund"),
1,629,827,901 shares of CMA New Jersey
Municipal Money Fund (the "New Jersey
Fund"), 3,003,904,257 shares of CMA New
York Municipal Money Fund (the "New York
Fund"), 924,263,338 shares of CMA North
Carolina Municipal Money Fund (the "North
Carolina Fund"), 823,958,852 shares of
CMA Ohio Municipal Money Fund (the "Ohio
Fund") and 1,238,593,671 shares of CMA
Pennsylvania Municipal Money Fund (the
"Pennsylvania Fund"). These funds
comprise all of the currently outstanding
series of the Trust.
As counsel for the Trust, we are familiar
with the proceedings taken by it in connection
with the authorization, issuance and sale of
the Shares. In addition, we have examined
and are familiar with the Declaration of Trust
of the Trust, the By-Laws of the Trust and
such other documents as we have deemed
relevant to the matters referred to in this
opinion.
Based upon the foregoing, we are of the
opinion that the Shares were legally issued,
fully paid and non-assessable, except that
shareholders of the Trust may under
certain circumstances be held personally
liable for the Trust's obligations.
In rendering this opinion, we have relied
as to matters of Massachusetts law upon an
opinion of Bingham, Dana & Gould, dated
May 25, 1995, rendered to the Trust.
We hereby consent to the filing of this
opinion with the Securities and Exchange
Commission as an attachment to the Notice.
Very truly yours,
