Securities Act File No. 33-36766
Investment Company Act File No. 811-6173
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
Pre-Effective Amendment No. __ / /
Post-Effective Amendment No. 7 /x/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 /x/
Amendment No. 9 /x/
(Check appropriate box or boxes)
PaineWebber/Kidder, Peabody Municipal Money Market Series
(Exact Name of Registrant as Specified in Charter)
c/o PaineWebber Incorporated
1285 Avenue of the Americas, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 713-2712
Dianne E. O'Donnell, Esq.
1285 Avenue of the Americas
New York, New York 10019
(Name and Address of Agent for Service)
copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
It is proposed that this filing will become effective (check
appropriate box)
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(i)
____ on (date) pursuant to paragraph (a)(i)
____ 75 days after filing pursuant to paragraph (a)(ii)
____ on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
____ this post-effective amendment designates a new effective
date
for a previously filed post-effective amendment.
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933*
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities Being Price Per Offering Registration
Being Registered Registered Unit Price Fee
<S> <C> <C> <C> <C>
Shares of Beneficial
Interest par value
$.001 per share
Connecticut Series 2,963,104 $1.00 $2,963,104* $100
New Jersey Series 5,464,648 $1.00 $5,464,648* $100
</TABLE>
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===========
Registrant has registered an indefinite number of its shares of
Beneficial Interest under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940.
Registrant's Rule 24f-2 Notice for its fiscal year ended October
31, 1994 was filed on or about December 29, 1994.
* Calculated pursuant to Rule 24e-2 (See Note Below)
<PAGE>
REGISTRATION STATEMENT NOS. 33-36766 AND 811-6173
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
For Registration under the Securities Act of 1933 of Securities
of Open-End Management Investment Companies registered on Form
N-1A.
A. Exact name of Company specified in Charter:
PaineWebber/Kidder, Peabody Municipal Money Market Series
-- Connecticut Series
B. Complete address of Company's principal executive offices:
c/o PaineWebber Incorporated, 1285 Avenue of the Americas,
New York, NY 10019
C. Name and complete address of agent for service:
Dianne E. O'Donnell, Esq., PaineWebber Incorporated
1285 Avenue of the Americas, New York, NY 10019
D. Title and amount of Securities being registered (number of
shares or other units):
2,963,104 Shares of (See Note Below)
Beneficial Interest
E. Proposed aggregate offering price to the public of the
securities being registered:
$2,963,104 (Determined on the basis of
the closing price on October 30, 1995, i.e. $1.00 per share (See
Note Below))
F. Amount of filing fee, computed at one twenty-ninth of one
percent of the proposed maximum aggregate offering price to the
public:
$100 (See Note Below)
G. Approximate date of proposed public offering:
As soon as practicable after the effective date of this
Registration Statement, and thereafter from day to day.
NOTE: Shares to be registered pursuant to Rule 24e-2:
Aggregate
Offering
Price
Total Shares Registered: 2,963,104 X $1.00 =
$2,963,104
Less Adjustment for Shares
Redeemed in excess of Shares
Sold during Fiscal Year
ended October 31, 1994: 2,673,104 X $1.00 =
$2,673,104
290,000 X $1.00 = $
290,000
Fee at 1/29 of 1%: $
100
<PAGE>
REGISTRATION STATEMENT NOS. 33-36766 AND 811-6173
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
For Registration under the Securities Act of 1933 of Securities
of Open-End Management Investment Companies registered on Form
N-1A.
H. Exact name of Company specified in Charter:
PaineWebber/Kidder, Peabody Municipal Money Market Series
-- New Jersey Series
I. Complete address of Company's principal executive offices:
c/o PaineWebber Incorporated, 1285 Avenue of the Americas,
New York, NY 10019
J. Name and complete address of agent for service:
Dianne E. O'Donnell, Esq., PaineWebber Incorporated
1285 Avenue of the Americas, New York, NY 10019
K. Title and amount of Securities being registered (number of
shares or other units):
5,464,648 Shares of (See Note Below)
Beneficial Interest
L. Proposed aggregate offering price to the public of the
securities being registered:
$5,464,648 (Determined on the basis of
the closing price on October 30, 1995, i.e. $1.00 per share (See
Note Below))
M. Amount of filing fee, computed at one twenty-ninth of one
percent of the proposed maximum aggregate offering price to the
public:
$100 (See Note Below)
N. Approximate date of proposed public offering:
As soon as practicable after the effective date of this
Registration Statement, and thereafter from day to day.
NOTE: Shares to be registered pursuant to Rule 24e-2:
Aggregate
Offering
Price
Total Shares Registered: 5,464,648 X $1.00 =
$5,464,648
Less Adjustment for Shares
Redeemed in excess of Shares
Sold during Fiscal Year
ended October 31, 1994: 5,174,648 X $1.00 =
$5,174,648
290,000 X $1.00 = $
290,000
Fee at 1/29 of 1%: $
100
<PAGE>
CONSENT OF STROOCK & STROOCK & LAVAN
The Consent of Stroock & Stroock & Lavan, counsel to the
Registrant, has been included in their opinion filed as
Exhibit 10 to this Amendment to the Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant
certifies that it meets all the requirements for effectiveness
of this Amendment to the Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of New York, and State of New York, on the 30th day of
October, 1995.
PAINEWEBBER/KIDDER, PEABODY
MUNICIPAL
MONEY MARKET SERIES
(Registrant)
By:/s/Dianne E. O'Donnell
Dianne E. O'Donnell, Vice
President
and Secretary
Pursuant to the requirements of the Securities Act of
1933, this Amendment to Registration Statement has been signed
below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Margo N. Alexander* President (Principal October 30, 1995
Margo N. Alexander Executive Officer)
/s/Julian F. Sluyters Treasurer (Principal October 30, 1995
Julian F. Sluyters Financial and
Accounting Officer)
/s/David J. Beaubien** Trustee October 30, 1995
David J. Beaubien
/s/William W. Hewitt, Jr.** Trustee October 30, 1995
William W. Hewitt, Jr.
/s/Thomas R. Jordan** Trustee October 30, 1995
Thomas R. Jordan
/s/Frank P.L. Minard*** Trustee October 30, 1995
Frank P.L. Minard
/s/Carl W. Schafer** Trustee October 30, 1995
Carl W. Schafer
</TABLE>
* Signature affixed by Dianne E. O'Donnell pursuant to power
of attorney dated July 21, 1995.
** Signature affixed by Dianne E. O'Donnell pursuant to power
of attorney dated March 8, 1995.
*** Signature affixed by Dianne E. O'Donnell pursuant to power
of attorney dated May 18, 1995.
October 30, 1995
PaineWebber/Kidder, Peabody Municipal
Money Market Series
1285 Avenue of the Americas
New York, New York 10019
Dear Sirs:
This letter is in response to your request for our opinion in
connection with Post-Effective Amendment No. 7 (the "Post-
Effective Amendment") to Registration Statement on Form N-1A,
Registration No. 33-36766 (the "Registration Statement") which
you (the "Fund") are about to file.
We have acted as your counsel and in such capacity have examined
copies of your charter documents, the Post-Effective Amendment
and such other corporate records and documents as we have deemed
necessary for the purpose of this opinion. We also have
examined such other documents, papers, statutes and authorities
as we deemed necessary to form a basis for the opinion
hereinafter expressed. In our examination of such material, we
have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us.
As to various questions of fact material to such opinion, we
have relied upon statements and certificates of your officers
and representatives and others.
Based upon the foregoing, we are of the opinion that the shares
of the Fund's Connecticut Series and New Jersey Series, to be
registered pursuant to the Post-Effective Amendment, when issued
in accordance with the terms of offering set forth in the
prospectus forming a part of the Registration Statement, will
constitute validly authorized and issued shares of such Series,
fully paid and non-assessable by the Fund.
We herewith give you our permission to the filing of this
opinion with the Securities and Exchange Commission as an
Exhibit to the Post-Effective Amendment. In giving such
permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Your representatives have advised us that you have elected to
comply with the provisions of Rule 485 ("Rule 485") as
promulgated by the Securities and Exchange Commission pursuant
to the Securities Act of 1933. We understand that the
Post-Effective Amendment is for the sole purpose of increasing
the number or amount of securities proposed to be offered
pursuant to Section 24(e) of the Investment Company Act of 1940.
Based upon the foregoing, we hereby advise you that the Post-
Effective Amendment does not include disclosure which we believe
would render it ineligible to become effective pursuant to
paragraph (b) of Rule 485.
Very truly yours,
STROOCK & STROOCK & LAVAN
