U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
PaineWebber Municipal Money Market Series
1285 Avenue of the Americas
New York, New York 10019
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2. Name of each series or class of funds for which this notice is filed:
PaineWebber RMA Connecticut Municipal Money Fund
PaineWebber RMA New Jersey Municipal Money Fund
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3. Investment Company Act File Number:
811-6173
Securities Act File Number:
33-36766
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4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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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:
/__/
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6. Date of termination of issuer's declaration rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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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:
30,339,287 shares representing $30,339,287
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
38,159,263 shares representing $38,159,263
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9. Number and aggregate sale price of securities sold during the fiscal
year:
300,368,939 shares representing $300,368,939 (including shares issued
in connection with dividend reinvestment plans)
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
298,995,176 shares representing $298,995,176
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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):
1,373,763 shares representing $1,373,763
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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): $298,995,176
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 1,373,763
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 300,368,939
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(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
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(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
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(vi) Multiplier prescribed by
Section 6(b) of the
Securities Act of 1933 or
other applicable law or
regulation (see Instruction
C.6): x 1/33 of 1%
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(vii) Fee due (line (1) or
line (v) multiplied by
line (vi) $ 0
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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:
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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 H. Schubert
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Paul H. Schubert
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Vice President & Treasurer
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Date: August 28, 1997
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KIRKPATRICK &LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036-1800
Telephone (202) 778-9000
August 28, 1997
PaineWebber Municipal Money Market Series
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Municipal Money Market Series ("Trust") is an unincorporated
voluntary association organized under the laws of the Commonwealth of
Massachusetts pursuant to an Agreement and Declaration of Trust dated September
14, 1990, as amended. We understand that the Trust 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 beneficial
interest which it has registered thereunder and under the Securities Act of
1933, as amended, and which were sold during the fiscal period ended June 30,
1997.
We have, as counsel, participated in various business and other
proceedings relating to the Trust. We have examined copies, either certified or
otherwise proved to be genuine, of its Declaration of Trust and By-Laws, and
other documents relating to the organization and operation of the Trust and we
are generally familiar with its business affairs. Based on the foregoing, it is
our opinion that the shares of the Trust sold during the fiscal period ended
June 30, 1997, 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.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust. The
Declaration of Trust states that persons with claims against the Trust shall
look solely to the Trust property for satisfaction of claims of any nature
arising in connection with the affairs of the Trust and that no shareholder
shall be subject to any personal liability in connection with any liability of
the Trust. It also states that notice of such disclaimer may be given in any
obligation, contract, instrument, certificate, or undertaking made or issued by
the trustees of the Trust on behalf of the Trust. The Declaration of Trust
further provides: (i) that the Trust shall indemnify and hold each shareholder
harmless from and against all claims and liabilities to which such shareholder
may become subject by reason of his being or having been a shareholder and (ii)
that the Trust shall reimburse such shareholder for all legal and other expenses
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PaineWebber Municipal Money Market Series
August 28, 1997
Page 2
reasonably incurred by the shareholder in connection with any such claim or
liability, such indemnification and reimbursement to be made out of the assets
of the one or more series of which the shareholder was a shareholder at the time
the act or event occurred which gave rise to the claim against or liability of
such shareholder. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which the Trust
or a series thereof would be unable to meet its obligations.
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
