APPENDIX I.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
PaineWebber/Kidder, Peabody Municipal Money Market Series
1285 Avenue of the Americas
New York, New York 10019
2. Name of each series or class of funds for which this notice is filed:
PaineWebber/Kidder, Peabody Municipal Money Market Series-Connecticut
Series
PaineWebber/Kidder, Peabody Municipal Money Market Series-New Jersey
Series
PaineWebber/Kidder, Peabody Municipal Money Market Series-New York
Series
3. Investment Company Act File Number: 811-06173
Securities Act File Number: 033-36766
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
$8,427,572 representing 8,427,572 shares
9. Number and aggregate sale price of securities sold during the fiscal year:
$470,328,972 representing 470,328,972 shares
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
$470,328,972 representing 470,328,972 shares
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
$2,879,610 representing 2,879,610 shares
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item
10): $470,328,972
------------
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + 2,879,610
------------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -473,208,582
------------
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2 (if
applicable): + 0
------------
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)] (if
applicable):
0
------------
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see Instruction C.6):
x 0
------------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 0
============
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Paul Schubert
-------------------------------
Asst. Treasurer
-------------------------------
Date 12/27/95
-----------------
Please print the name and title of the signing officer below the signature.
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004-2696
December 27, 1995
PaineWebber/Kidder, Peabody Municipal
Money Market Series
1285 Avenue of the Americas
New York, New York 10019
Ladies and Gentlemen:
We are general counsel to your company (the "Fund"). This letter
is in response to your request for our opinion in connection with
the filing by you of a "Rule 24f-2 Notice" pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
In such notice you have reported the sale during the fiscal year
ended October 31, 1995 of an aggregate amount of shares of each
Series of the Fund as set forth on Exhibit A hereto (the
"Shares").
We have acted as counsel to the Fund since its organization and
in connection with the filing by the Fund of a registration
statement, and amendments thereto, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
In so acting, we have examined a copy of the Fund's charter
documents, the Rule 24f-2 Notice, the original or reproduced or
certified copies of all such records of the Fund, agreements,
certificates of officers and representatives of the Fund and
others, and such other documents, papers, statutes and
authorities as we deemed necessary to form a basis for the
opinion hereinafter expressed. As to matters of fact relevant to
such opinion, we have relied upon the Rule 24f-2 Notice and
statements and certificates of officers and representatives of
the Fund and others. We have assumed the genuineness of all
signatures and the conformity to the original documents of the
copies of documents supplied to us as originals or reproduced
copies.
Based upon the foregoing, we are of the opinion that the Shares
referred to in the Rule 24f-2 Notice were validly issued, fully
paid and non-assessable by the Fund.
We consent to the filing of this opinion with the Rule 24f-2
Notice referred to above. In giving such permission, we do not
Stroock & Stroock & Lavan
PaineWebber/Kidder, Peabody Municipal
Money Market Series
Page 2
admit hereby that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan
STROOCK & STROOCK & LAVAN
EXHIBIT A
Series Shares
- ------ ------
Connecticut 77,747,231.76
New Jersey 191,790,113.00
New York 200,791,627.32
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, NY 10019
212 713-2000
212 713-4715 fax
Mitchell Hutchins
Paine Webber/Kidder, Peabody Municipal Money Market Series
Assistant Treasurer's Certificate
---------------------------------
The undersigned, Assistant Treasurer of Paine Webber/Kidder, Peabody
Municipal Money Market Series (the "Trust"), hereby certifies that the Trust has
received full payment, in accordance with the provisions of its prospectus, for
all shares the sales of which are reported in the Trust's Rule 24f-2 Notice
covering the fiscal year ended October 31, 1995 and that the facts otherwise
stated in such Notice are true.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day
of December, 1995.
/s/ Paul Schubert
-----------------
Paul Schubert
Assistant Treasurer
