-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EH91vmF8WH3SCqiThmZGHWjnXhM5oNXoeUV/bxxhQpBVOjETwYsxMDzK+Mwpx35/ r8TtlWZ/NDJfEoKtzjLc+A== 0001104659-07-017632.txt : 20070309 0001104659-07-017632.hdr.sgml : 20070309 20070309111618 ACCESSION NUMBER: 0001104659-07-017632 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070309 DATE AS OF CHANGE: 20070309 EFFECTIVENESS DATE: 20070309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UBS MUNICIPAL MONEY MARKET SERIES CENTRAL INDEX KEY: 0000868055 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-06173 FILM NUMBER: 07683054 BUSINESS ADDRESS: STREET 1: C/O UBS GLOBAL ASSET MANAGEMENT (US) INC STREET 2: 51 WEST 52ND ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 882 5575 MAIL ADDRESS: STREET 1: C/O UBS GLOBAL ASSET MANAGEMENT (US) INC STREET 2: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: UBS PAINEWEBBER MUNICIPAL MONEY MARKET SERIES DATE OF NAME CHANGE: 20010625 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER MUNICIPAL MONEY MARKET SERIES DATE OF NAME CHANGE: 19960511 FORMER COMPANY: FORMER CONFORMED NAME: KIDDER PEABODY MUNICIPAL MONEY MARKET SERIES DATE OF NAME CHANGE: 19950323 0000868055 S000002625 UBS RMA New Jersey Municipal Money Fund C000007222 UBS RMA New Jersey Municipal Money Fund N-CSRS 1 a07-2436_5ncsrs.htm N-CSRS

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:

811-06173

 

UBS Municipal Money Market Series

(Exact name of registrant as specified in charter)

 

51 West 52nd Street, New York, New York

 

10019-6114

(Address of principal executive offices)

 

(Zip code)

 

Mark F. Kemper, Esq.

UBS Global Asset Management

51 West 52nd Street

New York, NY 10019-6114

(Name and address of agent for service)

 

Copy to:

Jack W. Murphy, Esq.

Dechert LLP

1775 I Street, N.W.

Washington, DC 20006-2401

 

Registrant’s telephone number, including area code:

212-882 5000

 

 

Date of fiscal year end:

June 30

 

 

Date of reporting period:

December 31, 2006

 

 




Item 1.  Reports to Stockholders.




UBS RMA

Money Market Portfolio
U.S. Government Portfolio
Tax-Free Fund
California Municipal Money Fund
New York Municipal Money Fund
New Jersey Municipal Money Fund

Semiannual Report

December 31, 2006




UBS RMA

February 15, 2007

Dear Shareholder,

We present you with the semiannual report for UBS RMA Money Market Portfolio; UBS RMA U.S. Government Portfolio; UBS RMA Tax-Free Fund Inc.; UBS RMA California Municipal Money Fund; UBS RMA New York Municipal Money Fund; and UBS RMA New Jersey Municipal Money Fund, for the six months ended December 31, 2006.

Performance

Following the steady rise in short-term yields in conjunction with repeated Federal Reserve Board rate hikes in the first half of 2006, the yields available on money market securities moved slightly higher for the most part before leveling off during the reporting period. As of December 31, 2006, the Funds' seven-day current yields were: UBS RMA Money Market Portfolio: 4.76%; UBS RMA U.S. Government Portfolio: 4.45%; UBS RMA Tax-Free Fund Inc.: 3.26%; UBS RMA California Municipal Money Fund: 3.10%; UBS RMA New York Municipal Money Fund: 3.14%; and UBS RMA New Jersey Municipal Money Fund: 3.06%. (For more on the Funds' performance, refer to "Performance and portfolio characteristics at a glance" on pages 11 to 13.)

UBS RMA Money Market Portfolio, UBS RMA U.S. Government Portfolio Investment Goal (both Portfolios):

Maximum current income consistent with preservation of capital and liquidity.

Portfolio Managers (both Portfolios):

Michael H. Markowitz
Robert Sabatino
UBS Global Asset Management
(Americas) Inc.

Commencement (both Portfolios):

October 4, 1982

Dividend Payment (both Portfolios):

Monthly

UBS RMA Tax-Free Fund Inc., UBS RMA California Municipal Money Fund, UBS RMA New York Municipal Money Fund, UBS RMA New Jersey Municipal Money Fund

Investment Goal (all four Funds):

Maximum current income exempt from federal and/or a specific state's personal income taxes consistent with preservation of capital and liquidity.

Portfolio Managers (all four funds):

Elbridge T. Gerry III
Ryan Nugent

UBS Global Asset Management (Americas) Inc.

Commencement:

Tax-Free—October 4, 1982
California Municipal—November 7, 1988
New York Municipal—November 10, 1988
New Jersey Municipal—February 1, 1991

Dividend Payment (all four Funds):

Monthly


1



UBS RMA

An Interview with the Portfolio Managers

Q.  Can you describe the economic environment during the reporting period?

A.  The US economy appeared to gain strength over the period, as advance fourth quarter gross domestic product estimates (or GDP—the market value of all goods and services produced within a country in a given period of time), which came in at 3.5%, showed a significant pickup over the third quarter number of 2.0%. The upturn, largely attributable to a sharp increase in consumer spending, was viewed as surprising. In the prior six months, economic growth had been more moderate, owing in part to the delayed impact of rising short-term interest rates, high oil prices and the cooling of the once red-hot housing market. During the reporting period, the overall bond yield curve inverted significantly as investors anticipated interest rate cuts during the first half of 2007. (An inverted yield curve occurs when the yields of long-term bonds fall below those of short-term bonds.)

Q.  How did the Federal Reserve Board (the "Fed") react in this economic environment?

A.  The Fed met four times during the six-month period. After increasing the federal funds rate to 5.25% in June—its 17th consecutive rate hike—the Fed then held rates steady at its meetings in August, September, October and December. (The federal funds rate, or "fed funds" rate, is the rate that banks charge one another for funds borrowed on an overnight basis.) The Fed indicated that future rate movements would be data dependent as it attempts to keep economic growth at a reasonable pace and seeks to ward off inflation.

Q.  How were the portfolios positioned during the semiannual period?

A.  In the UBS RMA Money Market Portfolio, we selectively purchased securities with maturities of three to six months as the future direction of short-term interest rates became less certain. The shift in strategy allowed us to take advantage of the yield


2



UBS RMA

curve position and lock in higher yields for a period of time while protecting the portfolio from a possible decline for a period of time.

In the UBS RMA U.S. Government Portfolio, we continued to emphasize investments in repurchase agreements backed by Treasury obligations, which offered higher yields than direct investments in Treasury securities over the period. A repurchase agreement is a contract through which a party sells a security (in this case, to the Fund) and agrees to buy back the security at a predetermined time and price, or upon demand.

For the tax-exempt portfolios, we also maintained a short weighted average maturity position relative to our peers at times during the reporting period. This was due largely to a lack of attractive opportunities from longer-dated securities.

Q.  What types of securities did you emphasize for the portfolios?

A.  As in the past, quality, liquidity and yield remained paramount in our selection process for all six portfolios. In addition to the three- to six-month securities discussed above, in the UBS RMA Money Market Portfolio, we responded to the yield curve's flattening in September by purchasing more floating-rate securities. Rather than paying a fixed rate of interest, floating-rate securities offer interest payments that reset periodically, with rates tied to a representative interest rate index. We purchased floating-rate securities tied to the one month LIBOR, the prime rate, and the fed funds rate, especially at the beginning of the reporting period, as uncertainty over the Fed's intentions constrained yields across the curve. (LIBOR, or the London Interbank Offered Rate, is among the most common of benchmark interest rate indexes used to make adjustments to adjustable rate obligations.) Within UBS RMA U.S. Governme nt Portfolio, we increased exposure to repurchase agreements over the course of the period. As of December 31, 2006, repurchase agreements represented around 86% of the portfolio's net assets, which contributed to performance.


3



UBS RMA

Within the tax-exempt portfolios, we increased exposure to variable rate demand notes during the reporting period in response to the yield curve position, and in anticipation of a steady fed funds rate. Variable rate demand notes are purchased at par, and pay interest monthly or quarterly based on a floating rate that is reset daily or weekly based on an index of short-term municipal rates. We also found the yields offered by tax-exempt commercial paper (a short-term security often backed by a guarantee or a letter of credit from a bank or other entity) attractive at times during the period. In most of the tax-exempt portfolios, we increased our holdings in these securities early in the reporting period. Their short time horizons made them an attractive alternative to other types of securities in the flat yield curve environment. Late in the period, however, we decreased the amount of commercial paper held in these portfolios in order to purchase floating rate securities, whose yields had increased.

Q.  What factors do you believe will affect the portfolios over the coming months?

A.  We will continue to monitor a number of factors, including inflation and the overall strength of the economy, both of which will likely be primary factors in the Fed's future decisions on interest rates. As the employment picture is healthy at the time of this report, we believe that it is likely that the economy will recover to trend-like growth, and do not believe that the cooling housing market will likely cause a recession. On a macroeconomic level, the economy appears to be on fairly solid footing, and we will continue to rely on our research teams to interpret developing macroeconomic events and to identify market-specific opportunities as they arise.


4



UBS RMA

We thank you for your continued support and welcome any comments or questions you may have. For additional information on the UBS family of funds,* please contact your financial advisor or visit us at www.ubs.com/globalam-us.

   
Kai R. Sotorp
President
UBS RMA Money Fund Inc.
(UBS RMA Money Market Portfolio and UBS RMA U.S. Government Portfolio)
UBS RMA Tax-Free Fund Inc.
UBS Managed Municipal Trust (UBS RMA California Municipal Money Fund and UBS RMA New York Municipal Money Fund)
UBS Municipal Money Market Series (UBS RMA New Jersey Municipal Money Fund)
Head of the Americas
UBS Global Asset Management (Americas) Inc.
  Elbridge T. Gerry III
Portfolio Manager
UBS RMA Tax-Free Fund Inc.
UBS RMA California Municipal Money Fund
UBS RMA New York Municipal Money Fund
UBS RMA New Jersey Municipal Money Fund
Managing Director
UBS Global Asset Management (Americas) Inc.
 
     

 

Michael H. Markowitz

Portfolio Manager

UBS RMA Money Market Portfolio

UBS RMA U.S. Government Portfolio

Managing Director

UBS Global Asset Management (Americas) Inc.


5



UBS RMA

   
Ryan Nugent
Portfolio Manager
UBS RMA Tax-Free Fund Inc.
UBS RMA California Municipal Money Fund
UBS RMA New York Municipal Money Fund
UBS RMA New Jersey Municipal Money Fund
Director
UBS Global Asset Management (Americas) Inc.
  Robert Sabatino
Portfolio Manager
UBS RMA Money Market Portfolio
UBS RMA U.S. Government Portfolio
Director
UBS Global Asset Management (Americas) Inc.
 

 

This letter is intended to assist shareholders in understanding how the Funds performed during the six months ended December 31, 2006. The views and opinions in the letter were current as of February 15, 2007. They are not guarantees of performance or investment results and should not be taken as investment advice. Investment decisions reflect a variety of factors, and we reserve the right to change our views about individual securities, sectors and markets at any time. As a result, the views expressed should not be relied upon as a forecast of the Funds' future investment intent.

We encourage you to consult your financial advisor regarding your personal investment program.

*  Mutual funds are sold by prospectus only. You should read it carefully and consider a fund's investment objectives, risks, charges, expenses and other important information contained in the prospectus before investing. Prospectuses for most of our funds can be obtained from your financial advisor, by calling UBS Funds at 800-647 1568 or by visiting our Web site at www.ubs.com/globalam-us.


6



UBS RMA

Understanding your funds' expenses (unaudited)

As a shareholder of the Funds*, you incur ongoing costs, including management fees, service fees (12b-1 or non-12b-1 fees) and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in each Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples below are based on an investment of $1,000 invested at the beginning of the period and held for the entire period, July 1, 2006 to December 31, 2006.

Actual expenses

The first line in the following table for each Fund provides information about its actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over a period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line for each respective Fund under the heading entitled "Expenses paid during period" to estimate the expenses you paid on your account during this period.

Hypothetical example for comparison purposes

The second line in the following table for each Fund provides information about hypothetical account values and hypothetical expenses based on that Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not that Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Fund and other funds.

*  Collectively refers to UBS RMA Money Market Portfolio, UBS RMA U.S. Government Portfolio, UBS RMA Tax-Free Fund Inc., UBS RMA California Municipal Money Fund, UBS RMA New York Municipal Money Fund and UBS RMA New Jersey Municipal Money Fund.


7



UBS RMA

Understanding your funds' expenses (unaudited) (continued)

To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second line of the table for each Fund is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds, if those funds impose transactional costs—for example, exchange fees. In addition, if those transactional costs were included, your costs for those other funds would have been higher.

The example does not reflect Resource Management Account® (RMA®) Program or Business Services Account BSA® Program fees as these are external to the Funds and relate to those programs.

UBS RMA Money Market Portfolio

   
Beginning
account value
July 1, 2006
  Ending
account value
December 31,
2006
 
Expenses paid
during period*
07/01/06 to 12/31/06
 
Actual   $ 1,000.00     $ 1,024.20     $ 2.96    
Hypothetical (5% annual
return before expenses)
    1,000.00       1,022.28       2.96    

 

*  Expenses are equal to the Fund's annualized net expense ratio of 0.58%, multiplied by the average account value over the period, multiplied by 184 divided by 365 (to reflect the one-half year period).

UBS RMA U.S. Government Portfolio

   
Beginning
account value
July 1, 2006
  Ending
account value
December 31,
2006
 
Expenses paid
during period*
07/01/06 to 12/31/06
 
Actual   $ 1,000.00     $ 1,023.30     $ 3.26    
Hypothetical (5% annual
return before expenses)
    1,000.00       1,021.98       3.26    

 

*  Expenses are equal to the Fund's annualized expense ratio of 0.64%, multiplied by the average account value over the period, multiplied by 184 divided by 365 (to reflect the one-half year period).


8



UBS RMA

Understanding your funds' expenses (unaudited) (continued)

UBS RMA Tax-Free Fund Inc.

   
Beginning
account value
July 1, 2006
  Ending
account value
December 31,
2006
 
Expenses paid
during period*
07/01/06 to 12/31/06
 
Actual   $ 1,000.00     $ 1,015.00     $ 3.00    
Hypothetical (5% annual
return before expenses)
    1,000.00       1,022.23       3.01    

 

*  Expenses are equal to the Fund's annualized expense ratio of 0.59%, multiplied by the average account value over the period, multiplied by 184 divided by 365 (to reflect the one-half year period).

UBS RMA California Municipal Money Fund

   
Beginning
account value
July 1, 2006
  Ending
account value
December 31,
2006
 
Expenses paid
during period*
07/01/06 to 12/31/06
 
Actual   $ 1,000.00     $ 1,014.30     $ 3.15    
Hypothetical (5% annual
return before expenses)
    1,000.00       1,022.08       3.16    

 

*  Expenses are equal to the Fund's annualized expense ratio of 0.62%, multiplied by the average account value over the period, multiplied by 184 divided by 365 (to reflect the one-half year period).

UBS RMA New York Municipal Money Fund

   
Beginning
account value
July 1, 2006
  Ending
account value
December 31,
2006
 
Expenses paid
during period*
07/01/06 to 12/31/06
 
Actual   $ 1,000.00     $ 1,014.50     $ 3.45    
Hypothetical (5% annual
return before expenses)
    1,000.00       1,021.78       3.47    

 

*  Expenses are equal to the Fund's annualized expense ratio of 0.68%, multiplied by the average account value over the period, multiplied by 184 divided by 365 (to reflect the one-half year period).


9



UBS RMA

Understanding your funds' expenses (unaudited)
(concluded)

UBS RMA New Jersey Municipal Money Fund

   
Beginning
account value
July 1, 2006
  Ending
account value
December 31,
2006
 
Expenses paid
during period*
07/01/06 to 12/31/06
 
Actual   $ 1,000.00     $ 1,013.90     $ 3.81    
Hypothetical (5% annual
return before expenses)
    1,000.00       1,021.42       3.82    

 

*  Expenses are equal to the Fund's annualized expense ratio of 0.75%, multiplied by the average account value over the period, multiplied by 184 divided by 365 (to reflect the one-half year period).


10



UBS RMA

Performance and portfolio characteristics at a glance
(unaudited)

UBS RMA Money Market Portfolio

Yields and characteristics   12/31/06   06/30/06   12/31/05  
Seven-day current yield*     4.76 %     4.60 %     3.73 %  
Seven-day effective yield*     4.88       4.70       3.80    
Weighted average maturity**     49 days       45 days       43 days    
Net assets (bn)   $ 12.5     $ 10.6     $ 10.4    
Portfolio composition***   12/31/06   06/30/06   12/31/05  
Commercial paper     58.8 %     51.9 %     53.7 %  
Certificates of deposit     21.3       21.7       20.1    
Short-term corporate obligations     13.1       14.9       17.6    
US government agency obligations     3.6       5.9       7.2    
Bank notes     1.5       3.3       1.0    
Repurchase agreements     1.4       0.3       0.0  
Money market funds     0.0     0.6       0.3    
Time deposit           1.1          
Other assets less liabilities     0.3       0.3       0.1    
Total     100.0 %     100.0 %     100.0 %  

 

UBS RMA U.S. Government Portfolio

Yields and characteristics   12/31/06   06/30/06   12/31/05  
Seven-day current yield*     4.45 %     4.21 %     3.33 %  
Seven-day effective yield*     4.54       4.30       3.38    
Weighted average maturity**     19 days       23 days       43 days    
Net assets (bn)   $ 1.0     $ 0.8     $ 1.1    
Portfolio composition***   12/31/06   06/30/06   12/31/05  
Repurchase agreements     85.5 %     65.1 %     64.0 %  
US government obligations     14.6       40.9       34.0    
Money market funds     0.0     0.0     0.5    
Other assets less liabilities     (0.1 )     (6.0 )     1.5    
Total     100.0 %     100.0 %     100.0 %  

 

*  Yields will fluctuate and may reflect fee waivers and/or expense reimbursements. Past performance does not predict future performance, and the performance information provided does not reflect the deduction of taxes that a shareholder could pay on distributions. The return of an investment will fluctuate. Performance results assume reinvestment of all dividends and capital gain distributions (if any) at net asset value on the payable dates. Current performance may be higher or lower than the performance data quoted.

**  The Portfolios are actively managed and their weighted average maturities will differ over time.

***  Weightings represent percentages of net assets as of the dates indicated. The Portfolios are actively managed and their compositions will vary over time.

†  Weighting represents less than 0.05% of net assets as of the date indicated.

  An investment in an RMA fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although each RMA fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in an RMA fund.


11



UBS RMA

Performance and portfolio characteristics at a glance
(unaudited) (continued)

UBS RMA Tax-Free Fund Inc.

Yields and characteristics   12/31/06   06/30/06   12/31/05  
Seven-day current yield*     3.26 %     3.21 %     2.78 %  
Seven-day effective yield*     3.31       3.26       2.82    
Weighted average maturity**     15 days       14 days       19 days    
Net assets (bn)   $ 4.4     $ 3.6     $ 3.4    
Portfolio composition***   12/31/06   06/30/06   12/31/05  
Municipal bonds and notes     92.1 %     90.4 %     95.0 %  
Tax-exempt commercial paper     10.8       10.6       7.6    
Money market fund                 0.0  
Other assets less liabilities     (2.9 )     (1.0 )     (2.6 )  
Total     100.0 %     100.0 %     100.0 %  

 

UBS RMA California Municipal Money Fund

Yields and characteristics   12/31/06   06/30/06   12/31/05  
Seven-day current yield*     3.10 %     3.14 %     2.67 %  
Seven-day effective yield*     3.15       3.18       2.70    
Weighted average maturity**     15 days       15 days       18 days    
Net assets (bn)   $ 1.1     $ 0.9     $ 0.9    
Portfolio composition***   12/31/06   06/30/06   12/31/05  
Municipal bonds and notes     91.6 %     92.0 %     89.3 %  
Tax-exempt commercial paper     9.0       11.0       10.4    
Other assets less liabilities     (0.6 )     (3.0 )     0.3    
Total     100.0 %     100.0 %     100.0 %  

 

*  Yields will fluctuate and may reflect fee waivers and/or expense reimbursements. Past performance does not predict future performance, and the performance information provided does not reflect the deduction of taxes that a shareholder could pay on distributions. The return of an investment will fluctuate. Performance results assume reinvestment of all dividends and capital gain distributions (if any) at net asset value on the payable dates. Current performance may be higher or lower than the performance data quoted.

**  The Funds are actively managed and their weighted average maturities will differ over time.

***  Weightings represent percentages of net assets as of the dates indicated. The Funds are actively managed and their compositions will vary over time.

†  Weighting represents less than 0.05% of net assets as of the date indicated.

  An investment in an RMA fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although each RMA fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in an RMA fund.


12



UBS RMA

Performance and portfolio characteristics at a glance
(unaudited) (concluded)

UBS RMA New York Municipal Money Fund

Yields and characteristics   12/31/06   06/30/06   12/31/05  
Seven-day current yield*     3.14 %     3.13 %     2.70 %  
Seven-day effective yield*     3.19       3.18       2.73    
Weighted average maturity**     16 days       12 days       17 days    
Net assets (mm)   $ 698.7     $ 612.7     $ 626.2    
Portfolio composition***   12/31/06   06/30/06   12/31/05  
Municipal bonds and notes     90.8 %     92.4 %     94.0 %  
Tax-exempt commercial paper     11.1       10.9       7.6    
Other assets less liabilities     (1.9 )     (3.3 )     (1.6 )  
Total     100.0 %     100.0 %     100.0 %  

 

UBS RMA New Jersey Municipal Money Fund

Yields and characteristics   12/31/06   06/30/06   12/31/05  
Seven-day current yield*     3.06 %     2.92 %     2.52 %  
Seven-day effective yield*     3.11       2.96       2.55    
Weighted average maturity**     18 days       20 days       29 days    
Net assets (mm)   $ 172.8     $ 134.6     $ 151.9    
Portfolio composition***   12/31/06   06/30/06   12/31/05  
Municipal bonds and notes     96.1 %     96.7 %     97.5 %  
Tax-exempt commercial paper     3.5       3.1          
Money market fund                 1.7    
Other assets less liabilities     0.4       0.2       0.8    
Total     100.0 %     100.0 %     100.0 %  

 

*  Yields will fluctuate and may reflect fee waivers and/or expense reimbursements. Past performance does not predict future performance, and the performance information provided does not reflect the deduction of taxes that a shareholder could pay on distributions. The return of an investment will fluctuate. Performance results assume reinvestment of all dividends and capital gain distributions (if any) at net asset value on the payable dates. Current performance may be higher or lower than the performance data quoted.

**  The Funds are actively managed and their weighted average maturities will differ over time.

***  Weightings represent percentages of net assets as of the dates indicated. The Funds are actively managed and their compositions will vary over time.

  An investment in an RMA fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although each RMA fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in an RMA fund.


13




UBS RMA Money Market Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
US government agency obligations—3.55%  
$ 325,000     Federal Home Loan Bank   01/08/07 to
01/10/07
    5.208 to
5.210%1 
    $ 324,847,145    
  120,000     Federal Home Loan Bank   12/28/07     5.350       120,000,000    
Total US government agency obligations (cost—$444,847,145)     444,847,145    
Bank notes1—1.51%  
Banking-US—1.51%  
  47,275     American Express
Centurion Bank
  01/10/07     5.320       47,275,152    
  142,000     Bank of America N.A.   01/02/07     5.315 to
5.320
      142,000,000    
Total bank notes (cost—$189,275,152)     189,275,152    
Certificates of deposit—21.34%  
Banking-non-US—13.17%  
  94,000     ABN AMRO Bank NV
(Chicago)
  01/24/07     4.850       94,000,000    
  100,000     Bank of Tokyo-Mitsubishi
UFJ Ltd.
  01/11/07     5.320       100,000,000    
  100,000     Barclays Bank PLC   01/02/07     5.310 1      100,000,000    
  231,250     BNP Paribas   03/20/07 to
06/08/07
    5.260 to
5.320
      231,250,000    
  85,000     Credit Suisse First Boston   01/12/07     5.342 1      84,999,296    
  114,000     Deutsche Bank AG   03/06/07     5.090       114,000,000    
  140,500     Fortis Bank NV-SA   02/06/07     4.930       140,500,000    
  108,000     HSBC Bank USA   01/29/07     5.380 1      108,022,266    
  198,500     Natexis Banque Populaires   01/02/07     5.350 to
5.4631 
      198,500,000    
  124,700     Natexis Banque Populaires   06/29/07     5.275       124,700,000    
  210,000     Norinchukin Bank Ltd.   03/22/07 to
06/05/07
    5.285 to
5.400
      210,000,000    
  100,000     Royal Bank of Canada   09/28/07     5.325       100,000,000    
  45,000     Royal Bank of Scotland PLC   01/23/07     5.290 1      44,998,201    
      1,650,969,763    

 


14



UBS RMA Money Market Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Certificates of deposit—(concluded)  
Banking-US—8.17%  
$ 86,250     American Express
Centurion Bank
  06/18/07     5.340 %   $ 86,250,000    
  125,000     American Express, Federal
Savings Bank
  01/04/07     5.290       125,000,000    
  123,000     Bank of America N.A.   01/02/07     5.310 1      123,000,000    
  90,000     SunTrust Bank   01/29/07     5.320 1      90,005,459    
  167,750     US Bank N.A.   01/30/07     5.320 1      167,766,602    
  120,000     Wachovia Bank N.A.
(Charlotte)
  03/30/07     5.324 1      119,995,257    
  311,300     Washington Mutual
Bank FA
  02/16/07 to
03/20/07
    5.320 to
5.330
      311,300,000    
      1,023,317,318    
Total certificates of deposit (cost—$2,674,287,081)     2,674,287,081    
Commercial paper2—58.83%  
Asset backed-banking—1.10%  
  139,627     Atlantis One Funding   01/08/07 to
05/09/07
    5.190 to
5.250
      138,201,896    
Asset backed-miscellaneous—23.38%  
  165,000     Amsterdam Funding Corp.   01/18/07 to
03/08/07
    5.230 to
5.320
      164,223,031    
  134,468     Atlantic Asset Securitization
LLC
  01/12/07 to
02/15/07
    5.300       134,079,977    
  357,000     Barton Capital LLC   01/03/07 to
01/19/07
    5.260 to
5.320
      356,531,071    
  290,744     Bryant Park Funding LLC   01/11/07 to
01/25/07
    5.290 to
5.330
      289,908,571    
  243,566     Chariot Funding LLC   01/08/07 to
01/24/07
    5.280 to
5.320
      243,195,664    
  225,681     Falcon Asset Securitization
Corp.
  01/03/07 to
01/26/07
    5.280 to
5.320
      225,303,170    
  39,666     Jupiter Securitization Co.
LLC
  01/10/07     5.255       39,613,889    

 


15



UBS RMA Money Market Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Commercial paper2—(continued)  
Asset backed-miscellaneous—(concluded)  
$ 191,237     Kitty Hawk Funding Corp.   01/10/07 to
01/31/07
    5.280 to
5.310%
    $ 190,768,109    
  160,417     Old Line Funding Corp.   01/04/07 to
02/14/07
    5.280 to
5.290
      159,684,289    
  321,000     Ranger Funding Co. LLC   01/11/07 to
02/22/07
    5.260 to
5.290
      320,086,744    
  247,231     Regency Markets No. 1 LLC   01/05/07 to
01/22/07
    5.300 to
5.330
      246,667,862    
  52,000     Thunderbay Funding   01/12/07     5.290       51,915,948    
  31,000     Variable Funding Capital
Corp.
  01/08/07     5.300 1      30,999,379    
  235,000     Variable Funding Capital
Corp.
  01/08/07 to
01/19/07
    5.290 to
5.330
      234,660,093    
  205,000     Windmill Funding Corp.   02/05/07 to
05/03/07
    5.145 to
5.210
      202,113,493    
  40,948     Yorktown Capital LLC   01/10/07     5.265       40,894,102    
      2,930,645,392    
Asset backed-securities—10.74%  
  55,000     Beta Finance, Inc.   01/30/07     5.245       54,767,617    
  243,447     Cancara Asset
Securitization LLC
  01/11/07 to
01/18/07
    5.285 to
5.320
      242,967,798    
  100,000     Clipper Receivables Co. LLC   01/22/07     5.290       99,691,417    
  25,000     Dorada Finance, Inc.   01/12/07     5.270       24,959,743    
  364,500     Grampian Funding LLC   02/02/07 to
05/21/07
    5.155 to
5.250
      360,219,675    
  350,476     Scaldis Capital LLC   01/25/07 to
04/20/07
    5.160 to
5.320
      347,553,696    
  216,583     Solitaire Funding LLC   01/17/07 to
02/28/07
    5.250 to
5.310
      215,595,343    
      1,345,755,289    
Automobile OEM—0.71%  
  89,700     BMW US Capital LLC   01/02/07     5.300       89,686,794    

 


16



UBS RMA Money Market Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Commercial paper2—(continued)  
Banking-non-US—3.28%  
$ 96,970     Alliance & Leicester PLC   04/04/07     5.190 %   $ 95,669,875    
  272,500     Nationwide Building
Society
  01/19/07 to
03/16/07
    5.255 to
5.260
      270,899,227    
  44,900     Northern Rock PLC   02/07/07     5.250       44,657,727    
      411,226,829    
Banking-US—7.53%  
  70,000     BNP Paribas Finance   05/07/07     5.200       68,726,000    
  130,000     Calyon N.A., Inc.   04/23/07 to
05/17/07
    5.185 to
5.190
      127,746,555    
  100,500     Danske Corp.   05/24/07     5.170       98,436,093    
  258,500     ING (US) Funding LLC   01/24/07 to
09/07/07
    5.050 to
5.250
      255,120,738    
  36,500     KFW International
Finance, Inc.
  04/24/07     5.140       35,911,113    
  140,450     Nordea N.A., Inc.   01/29/07 to
02/26/07
    5.115 to
5.280
      139,465,118    
  125,750     Societe Generale N.A., Inc.   05/31/07     5.110       123,072,573    
  96,500     Stadshypotek Del, Inc.   01/22/07 to
03/14/07
    5.230 to
5.245
      95,860,631    
      944,338,821    
Brokerage—5.15%  
  309,000     Bear Stearns Cos., Inc.   01/03/07 to
01/31/07
    5.250 to
5.330
      308,412,139    
  49,162     Greenwich Capital
Holdings, Inc.
  01/08/07     5.230       49,112,005    
  40,000     Greenwich Capital
Holdings, Inc.
  01/16/07     5.310 1      40,000,000    
  207,250     Morgan Stanley   01/02/07     5.310 to
5.3631 
      207,250,000    
  41,250     Morgan Stanley   06/14/07     5.170       40,278,471    
      645,052,615    
Consumer products-nondurables—1.59%  
  200,000     Procter & Gamble
International Funding SCA
  01/26/07     5.275       199,267,361    

 


17



UBS RMA Money Market Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Commercial paper2—(concluded)  
Diversified manufacturing—0.80%  
$ 100,000     United Technologies Corp.   01/02/07     5.250 %   $ 99,985,416    
Energy-integrated—0.80%  
  100,000     BP Capital Markets PLC   01/02/07     5.270       99,985,361    
Finance-captive automotive—1.14%  
  145,275     Toyota Motor Credit Corp.   02/15/07 to
06/14/07
    5.170 to
5.225
      143,130,024    
Finance-noncaptive diversified—1.73%  
  42,000     CIT Group, Inc.   03/22/07     5.260       41,509,067    
  178,000     General Electric Capital
Corp.
  01/05/07 to
07/24/07
    5.030 to
5.110
      175,174,331    
      216,683,398    
Insurance-life—0.88%  
  110,300     Prudential PLC   01/31/07     5.255       109,816,978    
Total commercial paper (cost—$7,373,776,174)     7,373,776,174    
Short-term corporate obligations—13.09%  
Asset backed-securities—7.98%  
  265,000     Beta Finance, Inc.3    01/02/07 to
02/26/07
    5.310 to
5.3401 
      264,988,066    
  120,000     CC (USA), Inc. (Centauri)3    01/02/07     5.310 to
5.3251 
      119,996,135    
  120,000     CC (USA), Inc. (Centauri)3    04/25/07     5.315       119,998,110    
  80,000     Dorada Finance, Inc.3    02/26/07     5.335 1      79,995,657    
  185,000     K2 (USA) LLC3    01/02/07     5.315 to
5.3251 
      184,988,273    
  171,500     Links Finance LLC3    01/11/07 to
01/16/07
    5.325 to
5.3301 
      171,499,278    
  58,500     Links Finance LLC3    02/13/07     5.000       58,500,000    
      999,965,519    
Banking-non-US—3.13%  
  100,000     ANZ National
International Ltd.3 
  01/08/07     5.350 1      100,000,000    
  173,000     HBOS Treasury Services
PLC3 
  01/02/07     5.399 1      173,000,000    

 


18



UBS RMA Money Market Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Short-term corporate obligations—(concluded)  
Banking-non-US—(concluded)  
$ 120,000     Westpac Banking Corp.3    01/08/07     5.330 %1    $ 120,000,000    
      393,000,000    
Finance-captive automotive—0.86%  
  108,100     Toyota Motor Credit Corp.   01/02/07     5.300 1      108,100,000    
Finance-noncaptive consumer—0.80%  
  100,000     HSBC Finance Corp.   03/01/07     5.409 1      100,024,582    
Finance-noncaptive diversified—0.32%  
  40,000     General Electric Capital
Corp.
  01/09/07     5.475 1      40,000,000    
Total short-term corporate obligations (cost—$1,641,090,101)     1,641,090,101    
Repurchase agreements—1.44%  
  179,000     Repurchase agreement
dated 12/29/06 with
Goldman Sachs & Co.,
collateralized by $40,000,000
Federal Home Loan Bank
obligations, 4.020% to 5.250%
due 06/10/08 to 07/28/15,
$56,571,000 Federal Home
Loan M ortgage Corp.
obligations, 4.300% to 5.750%
due 09/17/08 to 10/06/11
and $86,884,000 Federal
National Mortgage Association
obligations, 3.620% to 5.760%
due 07/30/08 to 07/28/23;
(value—$182,580,274);
proceeds: $179,104,417
  01/02/07     5.250       179,000,000    
  945     Repurchase agreement
dated 12/29/06 with
State Street Bank & Trust Co.,
collateralized by $819,613
US Treasury Bonds, 6.250%
due 08/15/23 and $4,379
US Treasury Notes, 6.125%
due 08/15/07;
(value—$964,583);
proceeds: $945,467
  01/02/07     4.450       945,000    
Total repurchase agreements (cost—$179,945,000)     179,945,000    

 


19



UBS RMA Money Market Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Number of
shares
          Interest
rate
  Value  
Money market fund4,5—0.00%  
 332,678   UBS Private Money Market
Fund LLC (cost—$332,678)
      5.213 %   $ 332,678    
Total investments (cost—$12,503,553,331
which approximates cost for federal income
tax purposes)—99.76%
    12,503,553,331    
Other assets in excess of liabilities—0.24%     29,462,999    
Net assets (applicable to 12,534,066,319
shares of common stock outstanding
equivalent to $1.00 per share)—100.00%
  $ 12,533,016,330    

 

1  Variable rate securities. The maturity dates reflect earlier of reset dates or stated maturity dates. The interest rates shown are the current rates as of December 31, 2006 and reset periodically.

2  Interest rates shown are the discount rates at date of purchase.

3  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 11.11% of net assets as of December 31,2006, are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

4  Interest rate shown reflects yield at December 31, 2006.

5  The table below details the Portfolio's transaction activity in an affiliated issuer for the six months ended December 31, 2006:

Security
description
  Value at
06/30/06
  Purchases
during the
six months
ended
12/31/06
  Sales
during the
six months
ended
12/31/06
  Value at
12/31/06
  Net income
earned from
affiliate for
the six months
ended
12/31/06
 
UBS Private
Money Market
Fund LLC
  $     $ 2,257,216     $ 1,924,538     $ 332,678     $ 62    

 

OEM  Original Equipment Manufacturer


20



UBS RMA Money Market Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Issuer breakdown by country of origin  

 

    Percentage of
total investments
 
United States     75.2 %  
United Kingdom     9.1    
Japan     4.5    
France     4.4    
Germany     1.6    
Belgium     1.1    
Australia     1.0    
Canada     0.8    
New Zealand     0.8    
Netherlands     0.8    
Switzerland     0.7    
Total     100.0 %  

 

Weighted average maturity—49 days

See accompanying notes to financial statements
21



UBS RMA U.S. Government Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
US government obligations1,2—14.59%  
$ 150,000     US Treasury Bills
(cost—$147,893,472)
  03/22/07 to
05/31/07
    4.865 to
4.922%
     
$147,893,472
   
Repurchase agreements—85.55%  
  210,000     Repurchase agreement
dated 12/29/06 with
Bear Stearns & Co.,
collateralized by $141,360,000
US Treasury Inflation Index
Bonds, 3.625% due 04/15/28;
(value—$214,407,221);
proceeds: $210,109,667
  01/02/07     4.700       210,000,000    
  97,100     Repurchase agreement
dated 12/29/06 with
Goldman Sachs & Co.,
collateralized by $99,384,000
US Treasury Notes, 3.125%
due 05/15/07;
(value—$99,042,948);
proceeds: $97,150,708
  01/02/07     4.700       97,100,000    
  210,000     Repurchase agreement
dated 12/29/06 with
Lehman Brothers Inc.,
collateralized by $146,824,000
US Treasury Bonds,
7.250% to 10.375%
due 11/15/12 to 08/15/17
and $26,065,000
US Treasury Inflation Index
Not es, 3.000% due 07/15/12;
(value—$214,136,458);
proceeds $210,109,667
  01/02/07     4.700       210,000,000    

 


22



UBS RMA U.S. Government Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Repurchase agreements—(concluded)  
$ 140,000     Repurchase agreement
dated 12/29/06 with
Merrill Lynch & Co.,
collateralized by
$104,055,000
US Treasury Bonds,
8.875% due 08/15/17;
(value—$142,806,005);
proceeds: $140,073,111
  01/02/07     4.700 %   $ 140,000,000    
  210,000     Repurchase agreement
dated 12/29/06 with
Morgan Stanley,
collateralized by
$157,262,000
US Treasury Bonds,
8.000% to 8.125%
due 08/15/21 to 11/15/21;
(value—$214,200,833);
proceeds: $210,113,167
  01/02/07     4.850       210,000,000    
  79     Repurchase agreement
dated 12/29/06 with
State Street Bank & Trust Co.,
collateralized by $68,518
US Treasury Bonds,
6.250% due 08/15/23 and
$366 US Treasury Notes,
6.125% due 08/15/07;
(value—$80, 637);
proceeds: $79,039
  01/02/07     4.450       79,000    
Total repurchase agreements (cost—$867,179,000)     867,179,000    

 


23



UBS RMA U.S. Government Portfolio

Statement of net assets—December 31, 2006
(unaudited)

Number of
shares
          Interest
rates
  Value  
Investments of cash collateral from securities loaned—0.00%  
Money market funds3—0.00%  
  1,422     AIM Treasury Portfolio       4.766 %   $ 1,422    
  100     Federated Treasury Obligation Fund       4.729       100    
  82     Provident Treasury Trust       4.680       82    
Total money market funds (cost—$1,604)     1,604    
Total investments (cost—$1,015,074,076
which approximates cost for
federal income tax purposes)—100.14%
    1,015,074,076    
Liabilities in excess of other assets—(0.14)%     (1,394,131 )  
Net Assets (applicable to 1,014,154,010
shares of common stock outstanding
equivalent to $1.00 per share)—100.00%
  $ 1,013,679,945    

 

1  Interest rates shown are the discount rates at date of purchase.

2  Security, or portion thereof, was on loan at December 31, 2006.

3  Rates shown reflect yields at December 31, 2006.

Weighted average maturity—19 days

See accompanying notes to financial statements
24




UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—92.09%  
Alabama—1.71%  
$ 27,800     Alabama Special Care
Facilities Financing
Authority of Mobile
(Ascension Health Credit
Group), Series B
  A     3.880 %   $ 27,800,000    
  12,175     Birmingham Refunding,
Series A (AMBAC Insured)
  A     3.900       12,175,000    
  10,900     Jefferson County Limited
Obligation School Warrants,
Series B (AMBAC Insured)
  A     3.430       10,900,000    
  11,265     Mobile Industrial
Development Board, Dock
and Wharf Revenue
Refunding (Holnam, Inc.
Project), Series A
  A     3.890       11,265,000    
  12,700     Port City Medical Clinic
Board Revenue (Infirmary
Health Systems), Series A
(AMBAC Insured)
  A     3.890       12,700,000    
      74,840,000    
Alaska—2.76%  
  27,695     Alaska Housing Finance
Corp., Series A
  A     3.980       27,695,000    
  15,740     Valdez Marine Terminal
Revenue Refunding
(BP Pipelines, Inc. Project)
  A     3.970       15,740,000    
  38,375     Valdez Marine Terminal
Revenue Refunding
(BP Pipelines, Inc. Project),
Series B
  A     3.970       38,375,000    
  39,000     Valdez Marine Terminal
Revenue Refunding
(BP Pipelines, Inc. Project),
Series C
  A     3.970       39,000,000    
      120,810,000    

 


25



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Arizona—3.64%  
$ 11,200     Apache County Industrial
Development Authority
(Tucson Electric Power
Co. - Springerville Project),
Series B
  A     3.930 %   $ 11,200,000    
  35,000     Apache County Industrial
Development Authority
(Tucson Electric Power
Co. - Springerville Project),
Series C
  A     3.900       35,000,000    
  25,550     Arizona Health Facilities
Authority Revenue
(Banner Health), Series A
(MBIA Insured)
  A     3.890       25,550,000    
  29,985     Arizona Health Facilities
Authority Revenue
(Banner Health), Series B
(FGIC Insured)
  A     3.890       29,985,000    
  23,000     Arizona Health Facilities
Authority Revenue
(Catholic Healthcare West),
Series B
  A     3.930       23,000,000    
  12,700     McAllister Academic
Village LLC Revenue
(Arizona State University
Project), Series B
(AMBAC Insured)
  A     3.970       12,700,000    
  13,505     Mesa Utility System
Revenue (PUTTERs),
Series 1638 (FGIC Insured)1 
  A     3.970       13,505,000    
  8,200     Pima County Industrial
Development Authority
(Tucson Electric Power
Co. - Irvington Project),
Series A
  A     3.930       8,200,000    
      159,140,000    

 


26



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Colorado—2.52%  
$ 2,000     Colorado Educational and
Cultural Facilities Authority
Revenue (National Jewish
Federation Board Program),
Series A-9
  A     4.000 %   $ 2,000,000    
  3,050     Colorado Educational and
Cultural Facilities Authority
Revenue (National Jewish
Federation Board Program),
Series C-2
  A     4.000       3,050,000    
  12,085     Colorado Educational and
Cultural Facilities Authority
Revenue Refunding (National
Jewish Federation Board
Program), Series A-8
  A     4.000       12,085,000    
  12,620     Colorado Educational and
Cultural Facilities Authority
Revenue Refunding (National
Jewish Federation Board
Program), Series B-1
  A     4.000       12,620,000    
  9,300     Colorado Educational and
Cultural Facilities Authority
Revenue Refunding
(National Jewish Federation
Board Program), Series C-1
  A     4.000       9,300,000    
  6,955     Colorado Springs Revenue
(Colorado College Project)
  A     4.000       6,955,000    
  24,985     Denver City & County
Certificates of Participation
Refunding (Wellington E
Web Project), Series C-1
(AMBAC Insured)
  A     3.930       24,985,000    
  10,395     El Paso County Revenue
(YMCA Pikes Peak
Region Project)
  A     3.910       10,395,000    

 


27



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Colorado—(concluded)  
$ 29,060     University of Colorado
Hospital Authority Revenue,
Series A (FSA Insured)
  A     3.890 %   $ 29,060,000    
      110,450,000    
Delaware—1.02%  
  30,000     Delaware State Economic
Development Authority
Revenue (Hospital Billing
and Collection), Series A
  A     3.930       30,000,000    
  14,520     University of Delaware
Revenue, Series A
  A     3.920       14,520,000    
      44,520,000    
District of Columbia—1.33%  
  25,000     District of Columbia
Revenue (George
Washington University),
Series B (MBIA Insured)
  A     3.950       25,000,000    
  8,700     District of Columbia
Revenue (Hillel: The
Foundation for Jewish
Campus Life)
  A     3.920       8,700,000    
  15,485     District of Columbia
Revenue (Pooled Loan
Program), Series A
  A     3.900       15,485,000    
  9,100     District of Columbia,
Series D-1 (FSA Insured)
  A     3.890       9,100,000    
      58,285,000    
Florida—5.53%  
  11,800     Alachua County Health
Facilities Authority Revenue
(Shands Teaching Hospital),
Series A
  A     3.990       11,800,000    
  14,290     Collier County Water &
Sewer (ABN AMRO
MuniTops Certificates of
Trust Series 2006-82)
(MBIA Insured)1 
  A     3.950       14,290,000    

 


28



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Florida—(concluded)  
  $60,660     Dade County Water &
Sewer System Revenue
(FGIC Insured)
 
A
   
3.630 to
3.890%
    $ 60,660,000    
  12,700     Florida Department of
Environmental Protection
Preservation Revenue
(Everglades Restoration),
Series A (AMBAC Insured)
  A     3.890       12,700,000    
  38,400     Florida Keys Aqueduct
Authority Water Revenue
Refunding (CIFG Insured)
  A     3.900       38,400,000    
  16,000     Highlands County Health
Facilities Authority Revenue
(Adventist Health Hospital),
Series A
  A     3.950       16,000,000    
  8,555     Indian River County School
Board Certificates
Partnership (PUTTERs),
Series 1498 (MBIA Insured)1 
  A     3.970       8,555,000    
  12,275     Lakeland Educational Facilities
Revenue (Florida Southern
College of Lakeland Project)
  A     3.910       12,275,000    
  12,900     Nassau County Pollution
Control Revenue (ITT
Rayonier, Inc. Project)
  A     3.900       12,900,000    
  6,500     Pinellas County Health
Facility Authority Revenue
Refunding (Hospital
Facilities-Bayfront Project)
  A     3.990       6,500,000    
  47,800     Sunshine State
Governmental Financing
Commission Revenue
(AMBAC Insured)
  A     3.970       47,800,000    
      241,880,000    

 


29



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Georgia—1.47%  
$ 8,910     Burke County Development
Authority, Pollution
Control Revenue
(Oglethorpe Power Corp.),
Series A (FGIC Insured)
  A     3.930 %   $ 8,910,000    
  10,000     Fulton County Development
Authority Revenue (Boys &
Girls Club of America)
  A     3.920       10,000,000    
  15,600     Hapeville Development
Authority Industrial
Development Revenue
(Hapeville Hotel Ltd.)
  A     3.880       15,600,000    
  17,800     Macon-Bibb County
Hospital Authority Revenue
Anticipation Certificates
(Central Georgia Health)
  A     3.990       17,800,000    
  12,080     Metropolitan Atlanta
Rapid Transit Authority
Sales Tax Revenue, Series A
  A     3.960       12,080,000    
      64,390,000    
Illinois—10.44%  
  10,225     Chicago Board of
Education, Series C-1
(FSA Insured)
  A     3.970       10,225,000    
  22,745     Chicago (Neighborhoods
Alive 21 Program), Series B
(MBIA Insured)
  A     3.950       22,745,000    
  40,000     Chicago Metropolitan
Water Reclamation District
Greater Chicago (Capital
Improvement), Series E
  A     3.900 to
3.930
      40,000,000    
  53,050     Chicago O'Hare
International Airport
Revenue, Second Lien
Series C
  A     3.900       53,050,000    

 


30



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Illinois—(continued)  
$ 52,900     Chicago O'Hare
International Airport
Revenue, Third Lien
Series C (CIFG Insured)
  A     3.900 %   $ 52,900,000    
  7,900     Chicago Project,
Series B-1 (FSA Insured)
  A     3.930       7,900,000    
  10,000     Chicago Refunding Project,
Series D (FSA Insured)
  A     3.910       10,000,000    
  16,020     Illinois Development
Finance Authority,
Multi-Family Housing
Revenue Refunding
(Orleans-Illinois Project)
(FSA Insured)
  A     4.000       16,020,000    
  11,400     Illinois Development
Finance Authority Revenue
(Chicago
Symphony Orchestra)
  A     3.900       11,400,000    
  14,100     Illinois Development
Finance Authority Revenue
(Francis W. Parker
School Project)
  A     3.900       14,100,000    
  14,960     Illinois Development
Finance Authority Revenue
(St. Vincent De Paul
Project), Series A
  A     3.880       14,960,000    
  10,000     Illinois Educational
Facilities Authority
Revenue (ACI/Cultural
Pooled Financing)
  A     3.970       10,000,000    
  25,100     Illinois Finance Authority
Revenue (Chicago
Historical Society)
  A     3.950       25,100,000    
  7,400     Illinois Finance Authority
Revenue (Proctor
Hospital), Series B
  A     3.950       7,400,000    

 


31



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Illinois—(concluded)  
$ 25,400     Illinois Health Facilities
Authority Revenue
Refunding (Advocate
Health Care), Series B
  A     3.910 %   $ 25,400,000    
  7,100     Illinois Health Facilities
Authority Revenue
(University of Chicago
Hospitals Project),
Series C (MBIA Insured)
  A     3.890       7,100,000    
  53,475     Illinois Toll & Highway
Authority Priority
Refunding, Series B
(MBIA Insured)
  A     3.890       53,475,000    
  12,800     Illinois Toll & Highway
Authority Revenue
(PUTTERs), Series 1014
(FSA Insured)1 
  A     3.970       12,800,000    
  11,300     Illinois Toll & Highway
Authority Revenue
(PUTTERs), Series 1355
(FSA Insured)1 
  A     3.970       11,300,000    
  29,010     Lemont Township High
School District (ABN AMRO
MuniTops Certificates of
Trust Series 2006-26)
(MBIA Insured)1 
  A     3.960       29,010,000    
  11,700     University of Illinois,
University Revenue
Refunding (UIC South
Campus Project), Series A
(FGIC Insured)
  A     3.930       11,700,000    
  10,500     Western Springs Special
Assesment (Timber Trails
Project)
  A     3.940       10,500,000    
      457,085,000    

 


32



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Indiana—2.22%  
$ 10,000     Indiana Finance Authority,
Environmental Improvement
Revenue Refunding
(Ispat Inland, Inc.)
  A     3.900 %   $ 10,000,000    
  15,000     Indiana Health &
Educational Facilities
Financing Authority
Revenue Refunding
(St. Francis Health Systems),
Series A (MBIA Insured)
  A     3.900       15,000,000    
  12,815     Indiana Health Facility
Financing Authority,
Hospital Revenue (Aces
Rehabilitation Hospital)
  A     3.930       12,815,000    
  22,695     Indianapolis Local Public
Improvement Bond Bank
Refunding (Waterworks
Project), Series G-1
(MBIA Insured)
  A     3.890       22,695,000    
  12,150     Purdue University Revenue
(Student Facilities System),
Series A
  A     3.970       12,150,000    
  24,515     Purdue University Revenue
(Student Fee), Series V
  A     3.970       24,515,000    
      97,175,000    
Iowa—0.84%  
  16,900     Iowa Higher Education Loan
Authority Revenue (ACES
Education Loan Private
College) (MBIA Insured)
  A     3.970       16,900,000    
  20,000     Iowa Tax & Revenue
Anticipation Notes
  06/29/07     4.250       20,069,384    
      36,969,384    

 


33



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Kentucky—1.29%  
$ 22,700     Kenton County Airport
Board, Special Facilities
Revenue Refunding,
Series B
  A     3.980 %   $ 22,700,000    
  30,100     Kentucky Public Energy
Authority Gas Supply
Revenue, Series A
  A     4.000       30,100,000    
  3,575     Louisville & Jefferson
County Visitors &
Convention Community
Refunding (Kentucky
International Convention),
Series B (FSA Insured)
  A     3.970       3,575,000    
      56,375,000    
Louisiana—1.55%  
  3,150     Louisiana Citizens Property
Insurance Corp.
Assessment Revenue
(PUTTERs), Series 1349
(AMBAC Insured)1 
  A     3.970       3,150,000    
  10,340     Louisiana Gas & Fuels
Tax Revenue (PUTTERs),
Series 1598T (FSA Insured)1 
  A     3.970       10,340,000    
  18,600     Louisiana Public Facilities
Authority Revenue
(Christus Health),
Subseries C-2
(AMBAC Insured)
  A     3.890       18,600,000    
  11,905     Louisiana Public Facilities
Authority Revenue
(College and University
Equipment and Capital),
Series A (FGIC Insured)
  A     4.000       11,905,000    
  7,800     Louisiana Public Facilities
Authority Revenue
(Diocese Houma-
Thibodaux Project)
  A     3.940       7,800,000    

 


34



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Louisiana—(concluded)  
$ 16,100     South Louisiana Port
Commission Marine
Terminal Facilities
Revenue Refunding
(Occidental Petroleum)
  A     3.930 %   $ 16,100,000    
      67,895,000    
Maryland— 2.90%  
  13,770     Baltimore County Revenue
(Oak Crest Village, Inc.
Project), Series A
  A     3.920       13,770,000    
  19,700     Baltimore Industrial
Development Authority
Revenue (Baltimore Capital
Acquisition)
  A     3.900       19,700,000    
  28,900     Maryland Health & Higher
Educational Facilities
Authority Revenue
(Pooled Loan Program),
Series A
  A     3.900       28,900,000    
  43,575     Maryland Health & Higher
Educational Facilities
Authority Revenue
(Pooled Loan Program),
Series B
  A     3.890       43,575,000    
  11,146     Maryland Health & Higher
Educational Facilities
Authority Revenue
(Pooled Loan Program),
Series D
  A     3.900       11,146,000    
  10,000     Maryland Health & Higher
Educational Facilities
Authority Revenue
(University of Maryland
Medical Systems),
Series E (FGIC Insured)
  A     3.950       10,000,000    
      127,091,000    

 


35



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Massachusetts— 9.46%  
$ 14,600     Massachusetts Health &
Educational Facilities
Authority Revenue
(Capital Asset Program),
Series E
  A     3.890 %   $ 14,600,000    
  3,280     Massachusetts Health &
Educational Facilities
Authority Revenue
(Children's Hospital),
Series L-2
(AMBAC Insured)
  A     3.950       3,280,000    
  21,000     Massachusetts Health &
Educational Facilities
Authority Revenue
(Harvard University),
Series GG-1
  A     3.900       21,000,000    
  37,150     Massachusetts Health &
Educational Facilities
Authority Revenue
(Harvard University),
Series R
  A     3.950       37,150,000    
  21,510     Massachusetts Health &
Educational Facilities
Authority Revenue
(Partners Healthcare
System), Series P-1
(FSA Insured)
  A     3.880       21,510,000    
  14,650     Massachusetts Health &
Educational Facilities
Authority Revenue
(Partners Healthcare
System), Series P-2
(FSA Insured)
  A     3.920       14,650,000    
  98,160     Massachusetts State
Refunding, Series A
  A     3.900       98,160,000    
  30,000     Massachusetts State
Refunding, Series B
  A     3.960       30,000,000    

 


36



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Massachusetts—(concluded)  
$ 24,850     Massachusetts Water
Resources Authority
Refunding (General
Multi-Modal),
Subordinated Series B
  A     3.880 %   $ 24,850,000    
  43,800     Massachusetts Water
Resources Authority
Refunding (General
Multi-Modal),
Subordinated Series C
  A     3.880       43,800,000    
  25,000     Massachusetts Water
Resources Authority
Refunding (General
Multi-Modal),
Subordinated Series D
  A     3.880       25,000,000    
  24,380     Massachusetts Water
Resources Authority,
Series A
  A     3.890       24,380,000    
  37,800     Route 3 North Transport
Improvements Association,
Lease Revenue (Demand
Obligation Bond), Series B
(AMBAC Insured)
  A     3.890       37,800,000    
  17,920     University of Massachusetts
Building Authority Project
Revenue Refunding,
Series 1 (AMBAC Insured)
  A     3.900       17,920,000    
      414,100,000    
Michigan—1.26%  
  30,000     Kent Hospital Finance
Authority Revenue
Refunding (Spectrum
Health), Series A
(FGIC Insured)
  A     3.890       30,000,000    
  11,700     Michigan Hospital Finance
Authority Revenue
(Ascension), Series B3
  A     3.880       11,700,000    

 


37



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Michigan—(concluded)  
$ 13,365     Michigan Housing
Development Authority,
Rental Housing Revenue,
Series B (MBIA Insured)
  A     3.900 %   $ 13,365,000    
      55,065,000    
Minnesota—1.08%  
  16,830     Minneapolis Health Care
System Revenue
Refunding (Fairview
Health Services),
Series A (AMBAC Insured)
  A     3.900       16,830,000    
  30,320     Minneapolis Health Care
System Revenue
Refunding (Fairview
Health Services),
Series C (MBIA Insured)
  A     3.900       30,320,000    
      47,150,000    
Missouri—2.38%  
  34,415     Kansas City Industrial
Development Authority
Student Housing Facilities
Revenue (Oak Street
West Student)
  A     3.910       34,415,000    
  10,400     Missouri Health &
Educational Facilities
Authority Revenue
(Assemblies of
God College)
  A     3.900       10,400,000    
  11,477     Missouri Health &
Educational Facilities
Authority Revenue
(Barnes Hospital Project),
Series B
  A     3.950       11,477,000    

 


38



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Missouri—(concluded)  
$ 19,300     Missouri Health &
Educational Facilities
Authority Revenue
(SSM Health Care),
Series C-4 (FSA Insured)
  A     3.900 %   $ 19,300,000    
  15,700     Missouri Health &
Educational Facilities
Authority Revenue
(St. Louis University),
Series A (MBIA Insured)
  A     3.950       15,700,000    
  3,675     Missouri Health &
Educational Facilities
Authority Revenue
(Washington University),
Series A
  A     3.980       3,675,000    
  9,200     Missouri Health &
Educational Facilities
Authority Revenue
(Washington University),
Series B
  A     3.890       9,200,000    
      104,167,000    
Nebraska—0.44%  
  11,100     NEBHELP, Inc. Revenue
(Multiple-Mode), Series E
(MBIA Insured)
  A     4.000       11,100,000    
  8,330     Nebraska Public Power
District Revenue (PUTTERs),
Series 1563 (FGIC Insured)
  A     3.970       8,330,000    
      19,430,000    
Nevada—2.38%  
  33,700     Clark County Airport
Revenue, Sub Lien,
Series C (FGIC Insured)
  A     3.900       33,700,000    
  44,000     Clark County Airport
Revenue, Sub Lien,
Series D-1 (FGIC Insured)
  A     3.900       44,000,000    

 


39



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Nevada—(concluded)  
$ 26,650     Clark County School
District (PUTTERs),
Series 1653
(AMBAC Insured)1 
  A     3.950 %   $ 26,650,000    
      104,350,000    
New Hampshire—0.32%  
  13,800     New Hampshire Business
Finance Authority Resource
Recovery Revenue
Refunding (Wheelabrator
Technologies Inc.), Series A
  A     3.900       13,800,000    
New Mexico—0.39%  
  17,170     New Mexico Hospital
Equipment Loan Council
Hospital Revenue
(Presbyterian Healthcare),
Series A (FSA Insured)
  A     3.910       17,170,000    
New York—0.08%  
  3,600     New York City Industrial
Development Agency
Revenue (Liberty, 1 Bryant
Park LLC), Series B
  A     4.000       3,600,000    
North Carolina—6.21%  
  9,800     Charlotte Certificates of
Participation (Government
Facilities Authority), Series F
  A     3.900       9,800,000    
  68,350     Charlotte Water & Sewer
System Revenue
Refunding, Series C
  A     3.890       68,350,000    
  20,400     Concord Utilities System
Revenue Refunding,
Series B (FSA Insured)
  A     3.890       20,400,000    
  10,300     Fayetteville Public Works
Commission Revenue
Refunding, Series A
(FSA Insured)
  A     3.900       10,300,000    

 


40



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
North Carolina—(concluded)  
$ 59,815     Mecklenburg County
Certificates of Participation
  A     3.890 %   $ 59,815,000    
  11,760     North Carolina Educational
Facilities Finance Agency
Revenue (Elon College)
  A     3.950       11,760,000    
  9,050     North Carolina Medical
Care Commission Health
Care Facilities Revenue
(Duke University Health
Systems), Series B
  A     3.880       9,050,000    
  16,550     North Carolina Medical
Care Commission Hospital
Revenue (Baptist
Hospitals Project)
  A     3.890       16,550,000    
  9,975     North Carolina Medical
Care Commission Hospital
Revenue (Duke University
Hospital), Series B
  A     3.950       9,975,000    
  21,050     North Carolina Refunding,
Series C
  A     3.890       21,050,000    
  27,595     Union County, Series A   A     3.890       27,595,000    
  7,000     Wake County (Public
Improvement), Series C
  A     3.890       7,000,000    
      271,645,000    
Ohio—3.54%  
  10,000     Butler County Capital
Funding Revenue
(CCAO Low Cost Capital),
Series A
  A     3.930       10,000,000    
  10,200     Columbus (Sanitation
Sewer), Series 1
  A     3.930       10,200,000    
  18,900     Columbus Sewer Revenue
Refunding
  A     3.900       18,900,000    
  29,415     Franklin County Hospital
Revenue Refunding and
Improvement (US Health
Corp.), Series A
  A     3.890       29,415,000    

 


41



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Ohio—(concluded)  
$ 9,800     Franklin County Hospital
Revenue Refunding
Subordinated (OhioHealth
Doctors Hospital), Series B
  A     3.890 %   $ 9,800,000    
  14,200     Ohio Air Quality
Development Authority
Revenue Refunding
(Ohio Edison Project),
Series A
  A     3.900       14,200,000    
  20,000     Ohio Air Quality
Development Authority
Revenue Refunding
Pollution Control
(Firstenergy), Series A
  A     3.950       20,000,000    
  20,000     Ohio Water Development
Authority Pollution Control
Facilities Revenue
Refunding (Firstenergy
Nuclear), Series B
  A     3.870       20,000,000    
  14,900     Ohio Water Development
Authority Revenue
Refunding (Water
Development - Pure Water
Project) (MBIA Insured)
  A     3.880       14,900,000    
  7,495     Olentangy Local School
District (PUTTERs),
Series 1560 (FSA Insured)
  A     3.970       7,495,000    
      154,910,000    
Oklahoma—1.51%  
  29,500     Oklahoma Turnpike
Authority Revenue
Refunding, Second Senior
Revenue, Series B
(XLCA Insured)
  A     3.900       29,500,000    

 


42



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Oklahoma—(concluded)  
$ 11,600     Oklahoma Turnpike
Authority Revenue
Refunding, Second Senior
Revenue, Series D
(XLCA Insured)
  A     3.950 %   $ 11,600,000    
  25,000     Oklahoma Turnpike
Authority Revenue
Refunding, Second Senior
Revenue, Series E
(XLCA Insured)
  A     3.950       25,000,000    
      66,100,000    
Oregon—0.30%  
  13,000     Medford Hospital Facilities
Authority Revenue
(Cascade Manor Project)
  A     4.000       13,000,000    
Pennsylvania—5.42%  
  10,030     Butler County General
Authority Revenue
Refunding (Conneaut
School District Project),
Series A
  A     3.950       10,030,000    
  10,490     Cumberland County
Municipal Authority
Revenue Refunding
(Lutheran Services
Northeast/Tressler Lutheran
Services Obligated
Group Project), Series C
  A     3.920       10,490,000    
  13,775     Delaware County Authority,
Hospital Revenue (Crozer-
Chester Medical Center)
  A     3.910       13,775,000    
  45,450     Delaware Valley Regional
Finance Authority (Local
Government Revenue)
  A     3.910       45,450,000    

 


43



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Pennsylvania—(concluded)  
$ 16,200     Delaware Valley Regional
Finance Authority (Local
Government Revenue),
Series C
  A     3.910 %   $ 16,200,000    
  7,000     Franklin County Industrial
Development Authority
Revenue (Menno
Haven, Inc. Project)
  A     3.940       7,000,000    
  25,435     Lancaster County Hospital
Authority Revenue (Health
Center, Masonic Homes
Project) (AMBAC Insured)
  A     3.920       25,435,000    
  9,000     Philadelphia Authority for
Industrial Development
Revenue (Regional
Performing Arts
Center Project)
  A     3.900       9,000,000    
  15,260     Philadelphia Water &
Wastewater Revenue
Refunding (FSA Insured)
  A     3.890       15,260,000    
  56,915     Philadelphia Water &
Wastewater Revenue
Refunding, Series B
(FSA Insured)
  A     3.890       56,915,000    
  14,200     University of Pittsburgh
of the Commonwealth
Systems of Higher
Education (University
Capital Project), Series B
  A     3.970       14,200,000    
  13,720     York General Authority
Revenue (Pooled Financing
Subordinated), Series B
(AMBAC Insured)
  A     3.920       13,720,000    
      237,475,000    

 


44



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
South Carolina—1.63%  
$ 14,850     Berkeley County Water &
Sewer Revenue Refunding
System, Series A
(XLCA Insured)
  A     3.900 %   $ 14,850,000    
  7,200     Dorchester County Tax
Anticipation Notes
  04/13/07     4.500       7,215,315    
  27,800     Piedmont Municipal Power
Agency, South Carolina
Electric Revenue Refunding,
Series A (MBIA Insured)
  A     4.000       27,800,000    
  10,000     South Carolina Educational
Facilities Authority for
Private Nonprofit Institutions
of Higher Learning
Refunding and
Improvement
(Anderson College)
  A     3.900       10,000,000    
  11,325     South Carolina Jobs-
Economic Development
Authority, Hospital Facilities
Revenue (Regional Medical
Center of Orangeburg)
(AMBAC Insured)
  A     3.890       11,325,000    
      71,190,315    
Tennessee—3.03%  
  13,805     Knox County Health
Educational & Housing
Facilities Board Revenue
Refunding (Baptist Hospital
Systems Project)
  A     3.930       13,805,000    
  11,000     Metropolitan Government
of Nashville & Davidson
County, Industrial
Development (David
Lipscomb University Project)
  A     3.920       11,000,000    

 


45



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Tennessee—(concluded)  
$ 13,140     Metropolitan Government
of Nashville & Davidson
County, Industrial
Development Refunding
(David Lipscomb
University Project)
  A     3.920 %   $ 13,140,000    
  16,000     Montgomery County
Public Building Authority
Pooled Financing Revenue
(Tennessee County
Loan Pool)
  A     3.900       16,000,000    
  78,550     Shelby County Public
Improvement and
School, Series B
  A     3.930       78,550,000    
      132,495,000    
Texas—8.53%  
  23,100     Arlington Special
Obligation (Special Tax-
Dallas Cowboys),
Series B (MBIA Insured)
  A     3.950       23,100,000    
  15,000     Dallas North Tollway
System Revenue,
Series C (FGIC Insured)
  A     3.900       15,000,000    
  20,955     Harris County Health
Facilities Development
Corp. Revenue (Christus
Health), Series A-2
(AMBAC Insured)
  A     3.890       20,955,000    
  81,000     Harris County Health
Facilities Development Corp.
Revenue (Methodist
Hospital Systems), Series A
  A     3.990       81,000,000    
  29,800     Harris County Health
Facilities Development Corp.
Revenue (St. Luke's Episcopal
Hospital), Series B
  A     3.990       29,800,000    

 


46



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Texas—(continued)  
$ 5,000     Hockley County Industrial
Development Corp. Pollution
Control Revenue (Amoco
Project, Standard Oil Co.)
  A     3.650 %   $ 5,000,799    
  13,615     North Texas Municipal
Water District Water
Systems Revenue (PUTTERs),
Series 1656 (FGIC Insured)1 
  A     3.970       13,615,000    
  21,380     Pasadena Independent
School District,
ABN AMRO MuniTops
Certificates of Trust
Series 2006-57
(PSF-GTD)1 
  A     3.960       21,380,000    
  14,180     San Antonio Water
Revenue (PUTTERs),
Series 1196 (MBIA Insured)1 
  A     3.970       14,180,000    
  7,825     San Marcos Consolidated
Independent School District
(PUTTERs), Series 1506
(PSF-GTD)
  A     3.660       7,825,000    
  7,050     Tarrant County Housing
Finance Corp.
Revenue Refunding
(Multi-Family Housing
Apartments Project)
  A     4.010       7,050,000    
  70,000     Texas Tax and Revenue
Anticipation Notes
  08/31/07     4.500       70,422,936    
  24,165     Texas Turnpike Authority,
Central Texas Turnpike
System Revenue, First Tier,
Series B (AMBAC Insured)
  A     3.890       24,165,000    
  15,000     Waco Educational
Finance Corp. Revenue
(Baylor University)
(XLCA Insured)
  A     3.970       15,000,000    

 


47



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
Texas—(concluded)  
$ 18,700     Waco Educational
Finance Corp. Revenue
(Baylor University),
Series A (XLCA Insured)
  A     3.970 %   $ 18,700,000    
  6,230     Williamson County
(PUTTERs), Series 1511
(FSA Insured)
  A     3.970       6,230,000    
      373,423,735    
Utah—0.16%  
  7,000     Utah Transit Authority
Sales Tax Revenue,
Subseries B
  A     3.880       7,000,000    
Virginia—0.23%  
  10,000     Charlottesville Industrial
Development Authority
Educational Facilities
Revenue (University of
Virginia Foundation
Projects), Series B
  A     3.900       10,000,000    
Washington—3.69%  
  23,000     Energy Northwest
Washington Electric
Revenue Refunding
(Project No. 3),
Series D-3-1 (FSA Insured)
  A     3.890       23,000,000    
  23,195     King County Sewer
Revenue (Junior Lien),
Series A
  A     3.920       23,195,000    
  22,200     King County Sewer
Revenue (Junior Lien),
Series B
  A     4.000       22,200,000    
  35,370     Snohomish County Public
Utility District No. 001,
Electric Revenue Refunding
(Generation Systems),
Series 2001A (FSA Insured)
  A     3.890       35,370,000    

 


48



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(concluded)  
Washington—(concluded)  
$ 10,000     Tulalip Tribes of The
Tulalip Reservation Special
Revenue Refunding
  A     3.920 %   $ 10,000,000    
  21,420     Washington Public
Power Supply Systems
Nuclear Project No. 1
Revenue Refunding,
Series 1A-2
  A     3.900       21,420,000    
  26,395     Washington Public
Power Supply Systems
Nuclear Project No. 3
Electric Revenue Refunding,
Series 3A (MBIA Insured)
  A     3.900       26,395,000    
      161,580,000    
Wisconsin—0.83%  
  11,000     Oconomowoc Area School
District Tax & Revenue
Anticipation Notes
  08/23/07     4.500       11,061,477    
  10,000     Wisconsin Center District
Tax Revenue, Series A
  A     3.900       10,000,000    
  15,200     Wisconsin Health &
Educational Facilities
Authority Revenue
(Wheaton Franciscan
Services), Series B
  A     3.900       15,200,000    
      36,261,477    
Total municipal bonds and notes (cost—$4,030,817,911)     4,030,817,911    

 


49



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Tax-exempt commercial paper—10.84%  
Arizona—0.33%  
$ 14,500     Salt River Agricultural
Improvement &
Power District
  02/06/07 to
02/08/07
    3.570 to
3.600%
    $ 14,500,000    
District of Columbia—0.26%  
  11,500     District of Columbia
(National Academy of
Sciences)
  02/06/07     3.600       11,500,000    
Florida—3.28%  
  15,000     City of Cape Coral   02/01/07     3.590       15,000,000    
  22,016     Florida Local Government
Finance Commission
Pooled Loan Program
  02/22/07 to
02/23/07
    3.580 to
3.650
      22,016,000    
  62,200     Jacksonville Electric
Authority
  01/23/07 to
03/13/07
    3.550 to
3.630
      62,200,000    
  25,000     Jacksonville Electric
Authority, Series 200-F
  01/16/07 to
01/17/07
    3.550 to
3.580
      25,000,000    
  10,000     Jacksonville Electric
Authority, Series C
  04/10/07     3.580       10,000,000    
  9,200     Palm Beach County
School District
  02/08/07     3.570       9,200,000    
      143,416,000    
Illinois—1.14%  
  40,000     Evanston Hospital   01/18/07 to
03/01/07
    3.570 to
3.600
      40,000,000    
  10,000     Illinois Educational Facilities
Authority Revenue
  02/14/07     3.580       10,000,000    
      50,000,000    

 


50



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Tax-exempt commercial paper—(continued)  
Louisiana—0.32%  
$ 13,970     Louisiana Offshore Terminal
Authority Deepwater Port
Revenue Refunding
(Loop, Inc. First Stage),
Series A
  03/15/07     3.670 %   $ 13,970,000    
Massachusetts—0.34%  
  15,000     State of Massachusetts   02/07/07     3.620       15,000,000    
Minnesota—0.31%  
  13,600     City of Rochester
(Mayo Clinic)
  02/08/07 to
03/14/07
    3.550 to
3.600
      13,600,000    
North Carolina—0.54%  
  23,726     Wake County   02/16/07     3.550 to
3.600
      23,726,000    
Tennessee—1.08%  
  11,300     State of Tennesee,
Series A
  01/16/07     3.600       11,300,000    
  35,900     Tennessee State School
Bond Authority,
Series 1997
  02/13/07 to
03/12/07
    3.580 to
3.630
      35,900,000    
      47,200,000    
Texas—3.24%  
  3,871     Austin Utility Systems
Revenue
  03/02/07     3.600       3,871,000    
  30,600     Houston Higher Education
Finance Authority
(Rice University)
  02/09/07 to
03/08/07
    3.550 to
3.600
      30,600,000    
  45,000     San Antonio Electric and
Gas, Series A
  02/09/07 to
03/12/07
    3.550 to
3.580
      45,000,000    
  16,700     San Antonio Water
and Sewer
  03/13/07     3.550       16,700,000    

 


51



UBS RMA Tax-Free Fund Inc.

Statement of net assets—December 31, 2006
(unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rate
  Value  
Tax-exempt commercial paper—(concluded)  
Texas—(concluded)  
$ 45,500     Texas Public Finance
Authority
  01/18/07 to
02/13/07
    3.580 %   $ 45,500,000    
      141,671,000    
Total tax-exempt commercial paper (cost—$474,583,000)     474,583,000    
Total investments (cost—$4,505,400,911)
which approximates cost for federal income
tax purposes—102.93%
    4,505,400,911    
Liabilities in excess of other assets—(2.93)%     (128,107,413 )  
Net assets (applicable to 4,378,029,257
shares of common stock outstanding
equivalent to $1.00 per share)—100.00%
  $ 4,377,293,498    

 

A  Variable rate demand notes are payable on demand. The interest rates shown are the current rates as of December 31, 2006 and reset periodically.

1  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 4.08% of net assets as of December 31, 2006, are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

ACES  Adjustable Convertible Extendable Securities

ACI  Associated Colleges of Illinois

AMBAC  American Municipal Bond Assurance Corporation

CCAO  County Commissioners Association of Ohio

CIFG  CDC IXIS Financial Guaranty

FGIC  Financial Guaranty Insurance Company

FSA  Financial Security Assurance

GTD  Guaranteed

MBIA  Municipal Bond Investors Assurance

PSF  Permanent School Fund

PUTTERs  Puttable tax-exempt receipts

XLCA  XL Capital Assurance

Weighted average maturity—15 days

See accompanying notes to financial statements
52




UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—91.58%  
$ 600     California, Daily
Kindergarten Universal,
Series A-1
  A     3.780 %   $ 600,000    
  14,000     California, Daily
Kindergarten Universal,
Series B-2
  A     3.750       14,000,000    
  10,000     California Department
of Water Resources Power
Supply Revenue
(PUTTERs), Series 344
(AMBAC Insured)1 
  A     3.910       10,000,000    
  14,725     California Department
of Water Resources Power
Supply Revenue,
Series A (MBIA Insured)
  05/01/07     5.250       14,810,539    
  18,060     California Department
of Water Resources Power
Supply Revenue, Series C-4
  A     3.840       18,060,000    
  10,500     California Department
of Water Resources Power
Supply Revenue, Subseries
G-14 (FGIC Insured)
  A     3.840       10,500,000    
  12,000     California Educational
Facilities Authority Revenue
(California Institute of
Technology), Series B
  A     3.830       12,000,000    
  10,100     California Educational
Facilities Authority Revenue
Refunding (Carnegie
Institution of Washington),
Series A
  A     3.840       10,100,000    
  25,250     California Educational
Facilities Authority Revenue
(Stanford University),
Series S-4
  A     3.880       25,250,000    

 


53



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 10,000     California Health Facilities
Financing Authority
(Catholic Health Facilities),
Series J
  A     3.730 %   $ 10,000,000    
  6,504     California Health Facilities
Financing Authority
(Floating Pooled Loan
Program), Series B
(FGIC Insured)
  A     3.840       6,504,000    
  8,000     California Health Facilities
Financing Authority
Revenue (Adventist Health
Systems), Series A
  A     3.870       8,000,000    
  21,100     California Health Facilities
Financing Authority (Kaiser
Permanente), Series C
  A     3.770       21,100,000    
  2,400     California Infrastructure &
Economic Development
Revenue (Asian Art Museum
Foundation) (MBIA Insured)
  A     3.920       2,400,000    
  15,500     California Infrastructure &
Economic Development
Revenue (Buck Institute
for Age Research)
  A     3.800       15,500,000    
  8,100     California Infrastructure &
Economic Development
Revenue (Independent
Systems Operation Corp.
Project), Series B
(MBIA Insured)
  A     3.770       8,100,000    
  7,300     California Pollution
Control Financing Authority
Pollution Control Revenue
Refunding (Pacific Gas &
Electric Corp.)
  A     3.920       7,300,000    
  2,300     California Pollution
Control Financing Authority
Pollution Control Revenue
Refunding (Pacific Gas &
Electric Corp.), Series F
  A     3.920       2,300,000    

 


54



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 6,000     California, Series B,
Subseries B-1
  A     3.730 %   $ 6,000,000    
  8,000     California, Series B,
Subseries B-5
  A     3.780       8,000,000    
  5,000     California, Series B-1   A     3.800       5,000,000    
  6,985     California Statewide
Communities Development
Authority Revenue
(Cathedral High
School Project)
  A     3.700       6,985,000    
  1,700     California Statewide
Communities Development
Authority Revenue
(Concordia University
Irvine Project), Series A
  A     3.920       1,700,000    
  10,000     California Statewide
Communities Development
Authority Revenue
(Kaiser Permanente), Series B
  A     3.770       10,000,000    
  3,400     California Statewide
Communities Development
Authority Revenue
(Kaiser Permanente), Series M
  A     3.770       3,400,000    
  8,420     California Statewide
Communities Development
Authority Revenue
(North Peninsula Jewish Campus)
  A     3.920       8,420,000    
  18,020     California Transit Financing
Authority (FSA Insured)
  A     3.840       18,020,000    
  4,200     Association of Bay Area
Governments Finance Authority
for Nonprofit Corps.
Revenue (Jewish Community
Center Project)
  A     3.920       4,200,000    
  5,225     Association of Bay Area
Governments Finance Authority
for Nonprofit Corps.
Revenue (Jewish Home
San Francisco)
  A     3.920       5,225,000    

 


55



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 9,520     Association of Bay Area
Governments Finance
Authority for Nonprofit
Corps. Certificates of
Participation (Lucile Salter
Packard Project)
(AMBAC Insured)
  A     3.800 %   $ 9,520,000    
  5,525     Bay Area Toll Authority
Toll Bridge Revenue
(San Francisco Bay Area),
Series B (AMBAC Insured)
  A     3.690       5,525,000    
  8,000     Bay Area Toll Authority
Toll Bridge Revenue
(San Francisco Bay Area),
Series B-2 (XLCA Insured)
  A     3.690       8,000,000    
  8,000     Bay Area Toll Authority
Toll Bridge Revenue
(San Francisco Bay Area),
Series C (AMBAC Insured)
  A     3.730       8,000,000    
  22,000     Desert Sands California
Unified School District
(ABN AMRO MuniTops
Certificate Trust,
Series 2006-41)
(AMBAC Insured)1 
  A     3.940       22,000,000    
  1,700     Dublin San Ramon Services
District Sewer Revenue
Certificates of Participation
(MBIA Insured)
  A     3.830       1,700,000    
  10,525     East Bay Municipal
Utility District Wastewater
Systems Revenue
Refunding, Subseries 1
(XLCA Insured)
  A     3.720       10,525,000    
  7,465     East Bay Municipal
Utility District Water
Systems Revenue
Refunding, Subseries A
(FSA Insured)
  A     3.710       7,465,000    

 


56



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 6,000     East Bay Municipal
Utility District Water
Systems Revenue
Refunding, Subseries B
(XLCA Insured)
  A     3.700 %   $ 6,000,000    
  10,600     East Bay Municipal
Utility District Water
Systems Revenue
Refunding, Subseries B-1
(XLCA Insured)
  A     3.720       10,600,000    
  9,935     East Bay Municipal
Utility District Water
Systems Revenue
Refunding, Subseries B-3
(XLCA Insured)
  A     3.840       9,935,000    
  2,490     Greenfield
Redevelopment Agency
(PUTTERs), Series 1595
(AMBAC Insured)1 
  A     3.910       2,490,000    
  13,745     Irvine Improvement
Bond Act 1915 Limited
Obligation (Assessment
District 85-7-1)
(FSA Insured)
  A     3.820       13,745,000    
  4,800     Lodi Electric Systems
Revenue Certificates
of Participation, Series A
(MBIA Insured)
  A     3.720       4,800,000    
  14,755     Los Angeles County Tax
and Revenue Anticipation
Notes, Series A
  06/29/07     4.500       14,826,404    
  7,800     Los Angeles County
Transport Commission Sales
Tax and Revenue, Series A
(FGIC Insured)
  A     3.710       7,800,000    

 


57



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 12,200     Los Angeles Multi-Family
Housing Revenue
(Museum Terrace
Apartments), Series H
  A     3.730 %   $ 12,200,000    
  6,490     Los Angeles Unified
School District, Series 109
(FGIC Insured)
  A     3.920       6,490,000    
  3,500     Los Angeles Unified
School District (PUTTERs),
Series 1442
(AMBAC Insured)1 
  A     3.910       3,500,000    
  14,000     Los Angeles Unified
School District (PUTTERs),
Series 1558 (FGIC Insured)
  A     3.910       14,000,000    
  35,000     Los Angeles Wastewater
Systems Revenue
Refunding, Subseries A
(XLCA Insured)
  A     3.840       35,000,000    
  6,000     Los Angeles Wastewater
Systems Revenue
Refunding, Subseries,
B-1 (XLCA Insured)
  A     3.700       6,000,000    
  6,600     Los Angeles Water and
Power Revenue,
Subseries A-3
  A     3.730       6,600,000    
  5,000     Los Angeles Water and
Power Revenue,
Subseries A-4
  A     3.730       5,000,000    
  9,900     Los Angeles Water and
Power Revenue,
Subseries A-5
  A     3.750       9,900,000    
  10,000     Los Angeles Water and
Power Revenue,
Subseries B-2
  A     3.750       10,000,000    
  15,000     Metropolitan Water
District Southern California
Waterworks Revenue
Refunding, Series A-2
  A     3.750       15,000,000    

 


58



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 9,900     Metropolitan Water
District Southern California
Waterworks Revenue
Refunding, Series B-1
  A     3.750 %   $ 9,900,000    
  20,000     Metropolitan Water
District Southern California
Waterworks Revenue
Refunding, Series B-2
  A     3.750 to
3.840
      20,000,000    
  7,200     Metropolitan Water
District Southern California
Waterworks Revenue
Refunding, Series C
  A     3.750       7,200,000    
  10,460     Metropolitan Water
District Southern California
Waterworks Revenue
Refunding, Series C-2
  A     3.750       10,460,000    
  2,900     Newport Beach Revenue
(Hoag Memorial Hospital),
Series B
  A     3.880       2,900,000    
  5,545     Newport Beach Revenue
(Hoag Memorial Hospital),
Series C
  A     3.880       5,545,000    
  16,100     Northern California
Power Agency Revenue
Refunding (Hydroelectric
No. 1-A) (MBIA Insured)
  A     3.720       16,100,000    
  7,005     Northern California
Transmission Agency
Revenue Refunding
(California-Oregon
Transmission), Series A
(FSA Insured)
  A     3.750       7,005,000    
  25,513     Oakland Alameda County
Coliseum Authority Lease
Revenue
  A     3.870       25,513,000    
  15,000     Oakland Alameda County
Coliseum Authority Lease
Revenue (Coliseum Project),
Series C-2
  A     3.750       15,000,000    

 


59



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 6,490     Orange County Apartment
Development Revenue
(Niguel Village), Series AA
  A     3.800 %   $ 6,490,000    
  13,200     Orange County Apartment
Development Revenue
(Seaside Meadow Partners),
Series C (FHLMC Insured)
  A     3.720       13,200,000    
  3,100     Orange County Sanitation
District Certificates of
Participation
  A     3.750       3,100,000    
  40,000     Orange County Water
District Revenue Certificates
of Participation, Series A
  A     3.710       40,000,000    
  20,000     Pittsburg Redevelopment
Agency Tax Allocation
(Los Medanos Community),
Subordinated Series A
(AMBAC Insured)
  A     3.850       20,000,000    
  4,700     Riverside County
Certificates of Participation
(ACES Riverside County
Public Facility), Series A
  A     3.800       4,700,000    
  5,430     Sacramento County
Certificates of Participation
(Administration Center and
Courthouse Project)
  A     3.840       5,430,000    
  5,500     Sacramento County
Sanitation District Financing
Authority Revenue
Subordinated Lien
(Sacramento Regional
County Sanitation District),
Series C
  A     3.800       5,500,000    
  12,300     Sacramento Unified
School District Certificates
of Participation
(FSA Insured)
  A     3.820       12,300,000    

 


60



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 10,000     San Bernardino County
Certificates of Participation
(County Center
Refinancing Project)
  A     3.730 %   $ 10,000,000    
  10,000     San Diego County
Certificates of
Participation
  A     3.730       10,000,000    
  7,060     San Diego Unified
School District,
Series 110 (FSA Insured)
  A     3.920       7,060,000    
  4,350     San Francisco City and
County Airports
Community International
Airport Revenue
Refunding, Second
Series 33I (XLCA Insured)
  A     3.770       4,350,000    
  18,200     San Francisco City and
County Airports
Community International
Airport Revenue
Refunding, Second
Series 33J (XLCA Insured)
  A     3.700       18,200,000    
  4,000     San Francisco City and
County Redevelopment
Agency Revenue
(Community Facilities
District No. 4)
  A     3.790       4,000,000    
  8,600     San Jose Redevelopment
Agency Revenue (Merged
Area Redevelopment
Project), Series B
  A     3.700       8,600,000    
  4,530     San Jose Redevelopment
Agency Tax Allocation
(PUTTERs), Series 1620
(MBIA Insured)1 
  A     3.910       4,530,000    
  5,900     San Jose Redevelopment
Agency Tax Allocation
(PUTTERs), Series 1621
(MBIA Insured)1 
  A     3.910       5,900,000    

 


61



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 3,300     San Pablo Redevelopment
Agency Revenue,
Subordinated Tax
Allocation (10th TWP
Project) (AMBAC Insured)
  A     3.850 %   $ 3,300,000    
  5,100     Santa Ana Health Facililies
Revenue (Multi Modal
Town and Country)
  A     3.920       5,100,000    
  8,800     Santa Clara Unified School
District Tax and Revenue
Anticipation Notes
  07/02/07     4.500       8,841,536    
  4,680     Santa Clara Valley
Transmission Authority
Sales Tax Revenue
Refunding, Series B
(AMBAC Insured)
  A     3.720       4,680,000    
  15,050     Simi Valley Multi-Family
Housing Revenue
Refunding (Lincoln Wood
Ranch) (FHLMC Insured)
  A     3.750       15,050,000    
  5,300     South Placer Wastewater
Authority California
Wastewater Revenue,
Series B (FGIC Insured)
  A     3.830       5,300,000    
  12,800     Southern California
Public Power Authority
Transmission Project
Revenue, Subordinated
Refunding (Southern
Transmission Project)
(AMBAC Insured)
  A     3.720       12,800,000    
  5,450     Turlock Irrigation District
Certificates of Participation
(Capital Improvement
and Refunding Project)
  A     3.920       5,450,000    
  12,400     Vernon Natural Gas
Financing Authority
Revenue (Vernon Gas
Project), Series B
(MBIA Insured)
  A     3.720       12,400,000    

 


62



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(concluded)  
$ 23,990     Vernon Natural Gas
Financing Authority Revenue
(Vernon Gas Project),
Series C
(MBIA Insured)
  A     3.720 %   $ 23,990,000    
  24,135     Western Placer Unified
School Certificates of
Participation (School
Facilities Project),
Series A (FSA Insured)
  A     3.730       24,135,000    
Total municipal bonds and notes (cost—$964,125,479)     964,125,479    
Tax-exempt commercial paper—9.02%  
  17,500     California Educational
Facilities Authority
(Carnegie Institute
of Washington)
  01/08/07     3.500 to
3.600
      17,500,000    
  9,700     California Statewide
Community Development
Authority
(Kaiser Permanente)
  02/09/07 to
03/08/07
    3.500 to
3.520
      9,700,000    
  5,610     Long Beach Gas Utility   02/06/07 to
03/05/07
    3.470 to
3.520
      5,610,000    
  1,250     Los Angeles County
Capital Asset Leasing Corp.
  02/09/07     3.520       1,250,000    
  15,000     Los Angeles County
Department of Water
and Power
  03/06/07 to
03/09/07
    3.440 to
3.450
      15,000,000    
  5,000     Los Angeles County
Transportation
  03/09/07     3.410       5,000,000    
  3,500     Riverside County   02/14/07     3.500       3,500,000    
  18,136     San Diego County
Regional Transportation
Commission
  01/18/07 to
03/12/07
    3.430 to
3.500
      18,136,000    
  3,500     San Diego County Water   03/08/07     3.520       3,500,000    
  7,000     San Jose Finance Authority   03/07/07     3.430       7,000,000    

 


63



UBS RMA California Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Tax-exempt commercial paper—(concluded)  
$ 3,000     Turlock Irrigation District   02/07/07     3.520 %   $ 3,000,000    
  5,700     Ventura County Public
Finance Authority
  02/09/07     3.480       5,700,000    
Total tax-exempt commercial paper (cost—$94,896,000)     94,896,000    
Total investments (cost—$1,059,021,479
which approximates cost for federal income
tax purposes)—100.60%
    1,059,021,479    
Liabilities in excess of other assets—(0.60)%     (6,270,857 )  
Net assets (applicable to 1,053,164,143
shares of beneficial interest outstanding
equivalent to $1.00 per share)—100.00%
  $ 1,052,750,622    

 

A  Variable rate demand notes are payable on demand. The interest rates shown are the current rates as of December 31, 2006 and reset periodically.

1  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 4.60% of net assets as of December 31, 2006, are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

ACES  Adjustable Convertible Extendable Securities

AMBAC  American Municipal Bond Assurance Corporation

FGIC  Financial Guaranty Insurance Company

FHLMC  Federal Home Loan Mortgage Corporation

FSA  Financial Security Assurance

MBIA  Municipal Bond Investors Assurance

PUTTERs  Puttable tax-exempt receipts

XLCA  XL Capital Assurance

Weighted average maturity—15 days

See accompanying notes to financial statements
64



UBS RMA New York Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—90.82%  
$ 27,450     New York State Dormitory
Authority Revenue
(Cornell University), Series B
 
A
    3.850 to
3.980%
    $ 27,450,000    
  10,668     New York State Dormitory
Authority Revenue (Mental
Health Facilities Improvement),
Series F-2B (FSA Insured)
  A     3.870       10,668,000    
  6,422     New York State Dormitory
Authority Revenue
(Metropolitan Museum of Art)
  A     3.850       6,422,000    
  8,000     New York State Dormitory
Authority Revenue Non-State
Supported Debt (Long
Island University) (CIFG Insured)
  A     4.000       8,000,000    
  5,795     New York State Dormitory
Authority Revenue Non-State
Supported Debt, Series C
(CIFG Insured)
  A     3.870       5,795,000    
  17,300     New York State Dormitory
Authority Revenue Non-State
Supported Debt (University of
Rochester), Series A-1
(MBIA Insured)
  A     3.840       17,300,000    
  8,780     New York State Dormitory
Authority Revenue
(Wagner College)
  A     3.900       8,780,000    
  6,000     New York State Energy
Research & Development
Authority Facilities Revenue
(Con Edison), Subseries A-1
  A     3.850       6,000,000    
  11,750     New York State Energy
Research & Development
Authority Pollution Control
Revenue (Orange & Rockland
Project), Series A
(AMBAC Insured)
  A     3.830       11,750,000    

 


65



UBS RMA New York Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 10,400     New York State Energy
Research & Development
Authority Pollution Control
Revenue (Orange & Rockland
Project), Series A
(FGIC Insured)
  A     3.830 %   $ 10,400,000    
  4,900     New York State Housing
Finance Agency (Normandie
Court I Project)
  A     3.850       4,900,000    
  19,800     New York State Housing
Finance Agency Service
Contract Revenue Refunding,
Series A
  A     3.850       19,800,000    
  9,900     New York State Housing
Finance Agency Service
Contract Revenue Refunding,
Series D
  A     3.850       9,900,000    
  7,395     New York State Local
Government Assistance Corp.,
Series B
  A     3.840       7,395,000    
  6,000     New York State Local
Government Assistance Corp.,
Series C
  A     3.840       6,000,000    
  12,265     New York State Local
Government Assistance Corp.,
Series G
  A     3.830       12,265,000    
  6,250     New York State Thruway
Authority Personal Income
Tax Revenue (PUTTERs),
Series 1186 (FSA Insured)1 
  A     3.950       6,250,000    
  3,500     New York State Thruway
Authority Second Generation
Highway & Bridge Trust Fund
(PUTTERs), Series 1413
(AMBAC Insured)1 
  A     3.950       3,500,000    

 


66



UBS RMA New York Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 14,000     New York State Urban
Development Corp. Revenue
(State Facilities & Equipment),
Subseries A-3-B (CIFG Insured)
  A     3.830 %   $ 14,000,000    
  8,570     New York State Urban
Development Corp. Revenue
(State Facilities & Equipment),
Subseries A-3-C (CIFG Insured)
  A     3.950       8,570,000    
  3,720     Dutchess County Industrial
Development Agency Civic
Facilities Revenue
(Marist College), Series A
  A     3.920       3,720,000    
  6,550     Erie County Water Authority
(AMBAC Insured)
  A     3.840       6,550,000    
  2,390     Great Neck North Water
Authority Systems Revenue,
Series A (FGIC Insured)
  A     3.950       2,390,000    
  26,400     Jay Street Development Corp.
New York City Facility Lease
Revenue (Jay Street Project),
Series A-3
  A     3.850       26,400,000    
  7,000     Long Island Power Authority
Electric Systems Revenue,
Series D (FSA Insured)
  A     3.950       7,000,000    
  4,635     Long Island Power Authority
Electric Systems Revenue,
Subseries 1-B
  A     3.980       4,635,000    
  4,700     Long Island Power Authority
Electric Systems Revenue,
Subseries 3-B
  A     3.880       4,700,000    
  4,100     Long Island Power Authority
Electric Systems Revenue,
Subseries 7-A (FSA Insured)
  A     3.830       4,100,000    
  5,800     Mamaroneck Union Free
School District Tax
Anticipation Notes
  03/09/07     4.000       5,803,977    

 


67



UBS RMA New York Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 10,375     Metropolitan Transit Authority
New York Dedicated Tax Fund
(ABN AMRO MuniTops
Certificates Trust, Series
2006-49) (MBIA Insured)1 
  A     3.940 %   $ 10,375,000    
  6,790     Metropolitan Transportation
Authority Revenue (PUTTERs),
Series 1659 (FSA Insured)1 
  A     3.950       6,790,000    
  9,500     Metropolitan Transportation
Authority Revenue,
Subseries G-2
  A     3.880       9,500,000    
  7,015     Monroe County Industrial
Development Agency Civic
Facilities Revenue Refunding
(Nazareth College),
Series B (MBIA Insured)
  A     3.890       7,015,000    
  4,625     Nassau County Interim
Finance Authority,
Series A (FSA Insured)
  A     3.900       4,625,000    
  26,900     New York City Housing
Development Corp.
Multi-Family Mortgage
Revenue (The Crest), Series A
  A     3.900       26,900,000    
  6,500     New York City Housing
Development Corp.
Multi-Family Rental Housing
(Queenswood Apartments),
Series A
  A     3.850       6,500,000    
  7,300     New York City Housing
Development Corp. Special
Obligation Revenue
(Montefiore Medical Center),
Series A
  A     3.830       7,300,000    
  26,970     New York City Industrial
Development Agency Civic
Facility Revenue (Center for
Jewish History Project)
  A     3.850       26,970,000    

 


68



UBS RMA New York Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 4,205     New York City Industrial
Development Agency Civic
Facility Revenue (Church of
Heavenly Rest)
  A     3.900 %   $ 4,205,000    
  4,000     New York City Industrial
Development Agency Civic
Facility Revenue (Lycee
Francais de New York Project),
Series B
  A     3.980       4,000,000    
  8,415     New York City Industrial
Development Agency Civic
Facility Revenue (MSMC
Realty Corp. Project)
  A     3.870       8,415,000    
  27,350     New York City Industrial
Development Agency Revenue
(Liberty 1 Bryant Park LLC),
Series B
  A     4.000       27,350,000    
  3,000     New York City Municipal
Finance Authority
Water & Sewer Systems
Revenue (Second General
Resolution), Series CC-1
  A     3.950       3,000,000    
  9,350     New York City Municipal
Water Finance Authority
Water & Sewer Systems
Revenue (Second Generation
Resolution), Series AA-1
  A     3.900       9,350,000    
  2,900     New York City Municipal
Water Finance Authority
Water & Sewer Systems
Revenue, Series C
(FGIC Insured)
  A     3.880       2,900,000    
  10,000     New York City Municipal
Water Finance Authority
Water & Sewer Systems
Revenue, Series F-2
  A     3.930       10,000,000    
  4,000     New York City,
Series I, Subseries I-4
  A     3.930       4,000,000    

 


69



UBS RMA New York Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 13,000     New York City,
Series I, Subseries I-5
  A     3.900 %   $ 13,000,000    
  2,050     New York City,
Series I, Subseries I-6
  A     3.900       2,050,000    
  13,460     New York City, Subseries A-4   A     3.900       13,460,000    
  7,300     New York City, Subseries E-5   A     3.950       7,300,000    
  8,385     New York City Trust for
Cultural Resources Revenue
(Asia Society)
  A     3.890       8,385,000    
  9,215     New York City Trust for
Cultural Resources Revenue
(Museum of Broadcasting)
  A     3.850       9,215,000    
  2,440     New York City Trust for
Cultural Resources Revenue
(Pierpont Morgan Library)
  A     3.900       2,440,000    
  4,800     Niagara Falls Bridge
Commission Toll Revenue,
Series A (FGIC Insured)
  A     3.840       4,800,000    
  14,285     Oneida County Industrial
Development Agency
Revenue Civic Facilities
(Hamilton College)
(MBIA Insured)
  A     3.950       14,285,000    
  3,000     Port Authority of New York
and New Jersey Special
Obligation Revenue
(Versatile Structure Obligation),
Series 2
  A     3.880       3,000,000    
  3,475     Port Authority of New York
and New Jersey Special
Obligation Revenue
(Versatile Structure Obligation),
Series 3
  A     3.900       3,475,000    

 


70



UBS RMA New York Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(concluded)  
$ 17,295     Port Authority of New York
and New Jersey Special
Obligation Revenue
(Versatile Structure Obligation),
Series 5
  A     3.900 %   $ 17,295,000    
  2,500     Riverhead Industrial
Development Agency Civic
Facilities Revenue Refunding
(Central Suffolk Hospital),
Series C
  A     3.890       2,500,000    
  10,000     Rockland County Tax
Anticipation Notes
  03/22/07     4.500       10,018,788    
  15,500     Suffolk County Tax
Anticipation Notes
  08/16/07     4.250       15,570,370    
  18,700     Suffolk County Water
Authority Bond
Anticipation Notes
  A     3.850       18,700,000    
  4,300     Syracuse Revenue
Anticipation Notes, Series C
  06/29/07     4.250       4,315,231    
  26,100     Triborough Bridge & Tunnel
Authority Revenue General
Purpose, Series B
  A     3.850       26,100,000    
  9,015     Triborough Bridge & Tunnel
Authority Revenue General
Purpose, Series B
(AMBAC Insured)
  A     3.860       9,015,000    
Total municipal bonds and notes (cost—$634,563,366)     634,563,366    
Tax-exempt commercial paper—11.13%  
  20,000     New York City Municipal
Water Finance Authority
  01/11/07 to
02/08/07
    3.550 to
3.600
      20,000,000    
  10,100     New York State
Environmental
Facilities Corp.
  03/07/07 to
03/08/07
    3.520 to
3.580
      10,100,000    
  28,181     New York State Power
Authority
  01/18/07 to
03/08/07
    3.520 to
3.580
      28,181,000    

 


71



UBS RMA New York Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Tax-exempt commercial paper—(concluded)  
$ 19,500     Metropolitan Transportation
Authority
  01/23/07 to
01/31/07
  3.530 to
3.620%
  $ 19,500,000    
Total tax-exempt commercial paper (cost—$77,781,000)     77,781,000    
Total investments (cost—$712,344,366
which approximates cost for federal
income tax purposes)—101.95%
    712,344,366    
Liabilities in excess of other assets—(1.95)%     (13,645,026 )  
Net assets (applicable to 698,823,841
shares of beneficial interest outstanding
equivalent to $1.00 per share)—100.00%
  $ 698,699,340    

 

A  Variable rate demand notes are payable on demand. The interest rates shown are the current rates as of December 31, 2006, and reset periodically.

1  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 3.85% of net assets as of December 31,2006, are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

AMBAC  American Municipal Bond Assurance Corporation

CIFG  CDC IXIS Financial Guaranty

FGIC  Financial Guaranty Insurance Company

FSA  Financial Security Assurance

MBIA  Municipal Bond Investors Assurance

PUTTERs  Puttable tax-exempt receipts

Weighted average maturity—16 days  

 

See accompanying notes to financial statements
72



UBS RMA New Jersey Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—96.08%  
$ 675     New Jersey Economic
Development Authority
(Bayonne Project Improvement),
Series A
  A     3.950 %   $ 675,000    
  4,200     New Jersey Economic
Development Authority
(Bayonne Project Improvement),
Series B
  A     3.950       4,200,000    
  2,070     New Jersey Economic
Development Authority
(Bayonne Project Improvement),
Series C
  A     3.950       2,070,000    
  3,600     New Jersey Economic
Development Authority
(Crowley Liner Services Project)
  A     3.870       3,600,000    
  750     New Jersey Economic
Development Authority
(Danic Urban Renewal)
  A     3.920       750,000    
  405     New Jersey Economic
Development Authority
(Kenwood USA Corp. Project)
  A     3.940       405,000    
  2,000     New Jersey Economic
Development Authority
Market Transition Facility
Revenue Refunding
(Senior Lien), Series A
(MBIA Insured)
  07/01/07     6.000       2,023,875    
  555     New Jersey Economic
Development Authority Revenue
(Hun School Princeton Project)
  A     3.900       555,000    
  2,000     New Jersey Economic
Development Authority Revenue
(Lawrenceville School Project),
Series B
  A     3.790       2,000,000    
  1,785     New Jersey Economic
Development Authority Revenue
(PUTTERs), Series 853
(FSA Insured)1 
  A     3.950       1,785,000    

 


73



UBS RMA New Jersey Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 4,000     New Jersey Economic
Development Authority Revenue
Refunding (Foreign Trade
Zone Project)
  A     3.990 %   $ 4,000,000    
  3,400     New Jersey Economic
Development Authority School
Revenue (Facilities Construction),
Subseries R-1
  A     3.900       3,400,000    
  700     New Jersey Economic
Development Authority School
Revenue (Facilities Construction),
Subseries R-3
  A     3.950       700,000    
  3,200     New Jersey Economic
Development Authority
Specialty Facilities Revenue
(Port Newark Container LLC)2 
  A     3.930       3,200,000    
  7,505     New Jersey Economic
Development Authority
(Stolthaven Project), Series A
  A     3.870       7,505,000    
  1,630     New Jersey Economic
Development Authority
(Thermal Energy Limited
Partnership)2 
  A     3.950       1,630,000    
  2,000     New Jersey Economic
Development Authority
Transportation,
Series N10-Regulation D
(AMBAC Insured)1 
  A     3.980       2,000,000    
  7,050     New Jersey Economic
Development Authority Water
Facilities Revenue Refunding
(United Water NJ, Inc. Project),
Series A (AMBAC Insured)
  A     3.900       7,050,000    
  300     New Jersey Economic
Development Authority Water
Facilities Revenue Refunding
(United Water NJ, Inc. Project),
Series B (AMBAC Insured)
  A     3.950       300,000    

 


74



UBS RMA New Jersey Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 1,000     New Jersey Economic
Development Authority Water
Facilities Revenue Refunding
(United Water NJ, Inc. Project),
Series C (AMBAC Insured)2 
  A     4.000 %   $ 1,000,000    
  4,800     New Jersey Educational
Facilities Authority (College
of New Jersey), Series A
(AMBAC Insured)
  A     3.880       4,800,000    
  7,900     New Jersey Educational
Facilities Authority (Princeton
University), Series B
  A     3.900       7,900,000    
  7,600     New Jersey Educational
Facilities Authority Revenue
Refunding (Institutional
Advanced Study), Series B
  A     3.950       7,600,000    
  2,500     New Jersey Health Care
Facilities Authority (Capital
Health Systems Obligation),
Group B
  A     3.880       2,500,000    
  4,420     New Jersey Health Care
Facilities Authority (Community
Hospital Group), Series A-1
  A     3.880       4,420,000    
  2,545     New Jersey Health Care
Facilities Authority (Robert
Wood Johnson University)
  A     3.880       2,545,000    
  5,800     New Jersey Health Care
Facilities Authority (St. Peter's
Hospital), Series B
  A     3.620       5,800,000    
  4,440     New Jersey Health Care
Facilities Financing Authority
(St. Barnabas Health Care
System), Series A
  A     3.870       4,440,000    
  6,215     New Jersey Health Care
Facilities Financing Authority
Revenue, Series A3
  A     3.870       6,215,000    

 


75



UBS RMA New Jersey Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 1,080     New Jersey Health Care
Facilities Financing Authority
Revenue, Series A4
  A     3.880 %   $ 1,080,000    
  2,760     New Jersey Sports & Exposition
Authority, Series B-1
(MBIA Insured)
  A     3.830       2,760,000    
  1,500     New Jersey Sports & Exposition
Authority, Series B-2
(MBIA Insured)
  A     3.830       1,500,000    
  6,000     New Jersey State
Housing & Mortgage Finance
Agency Revenue
(Multi-Family Housing),
Series D (FGIC Insured)2 
  A     3.930       6,000,000    
  1,570     New Jersey State
Housing & Mortgage Finance
Agency Revenue
(Single Family Housing),
Series N
  A     3.980       1,570,000    
  2,305     New Jersey State
Transportation Trust Fund
Authority (PUTTERs),
Series 1144 (FSA Insured)1 
  A     3.950       2,305,000    
  2,000     New Jersey Tax Revenue
Anticipation Notes
  06/22/07     4.500       2,008,776    
  5,000     New Jersey Turnpike
Authority (FGIC Insured)
  A     3.840       5,000,000    
  1,350     New Jersey Turnpike
Authority Revenue,
Series C-1 (FSA Insured)
  A     3.880       1,350,000    
  2,400     New Jersey Turnpike
Authority Revenue,
Series C-2 (FSA Insured)
  A     3.880       2,400,000    
  2,670     New Jersey Wastewater
Treatment Trust Refunding,
(Wastewater Treatment),
Series A (MBIA Insured)
  05/15/07     7.000       2,703,587    

 


76



UBS RMA New Jersey Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(continued)  
$ 910     Atlantic County Improvement
Authority Revenue (Pooled
Government Loan Program)
  A     3.880 %   $ 910,000    
  600     Bergen County Improvement
Authority Limited Obligation
Subordinated Special Purpose
(EnCap Golf Holdings, LLC),
Series C2 
  A     3.930       600,000    
  2,000     Bergen County Improvement
Authority (Senior Special
Purpose Limited Obligation),
Series B2 
  A     3.910       2,000,000    
  2,000     Bergen County New Jersey
Vocational & Technical School
District Revenue Anticipation
Notes
  02/02/07     4.250       2,001,030    
  5,243     Boonton Bond Anticipation
Notes
  03/29/07     4.000       5,248,212    
  670     Essex County Improvement
Authority Revenue (Jewish
Community Center
Metropolitan Project)
  A     3.880       670,000    
  1,600     Essex County Improvement
Authority Revenue (Pooled
Government Loan Program)
  A     3.900       1,600,000    
  2,900     Gloucester County Industrial
Pollution Control Financing
Authority Revenue Refunding
Pollution Control
(ExxonMobil Project)
  A     3.760       2,900,000    
  2,500     Mercer County Improvement
Authority (Atlantic Foundation)
(MBIA Insured)
  A     3.860       2,500,000    
  4,000     Montclair Township
Temporary Notes
  03/15/07     4.250       4,004,896    

 


77



UBS RMA New Jersey Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

Principal
amount
(000)
      Maturity
dates
  Interest
rates
  Value  
Municipal bonds and notes—(concluded)  
$ 7,585     Port Authority of New York
and New Jersey Special
Obligation Revenue
(Versatile Structure Obligation),
Series 3
  A     3.900 %   $ 7,585,000    
  500     Port Authority of New York
and New Jersey Special
Obligation Revenue
(Versatile Structure Obligation),
Series 5
  A     3.900       500,000    
  8,635     Rutgers State University
Refunding, Series A
  A     3.900       8,635,000    
  1,625     Salem County Pollution
Control Financing Refunding
(Atlantic City Electric),
Series A (MBIA Insured)
  A     3.880       1,625,000    
  1,500     University of Medicine &
Dentistry, Series B
  A     3.910       1,500,000    
Total municipal bonds and notes (cost—$166,025,376)     166,025,376    
Tax-exempt commercial paper—3.52%  
  3,000     New Jersey Economic
Development Authority
Revenue (Keystone Energy
Service Co.)
  03/07/07     3.600       3,000,000    
  3,090     Port Authority of New York
and New Jersey
  02/06/07 to
03/08/07
    3.520 to
3.590
      3,090,000    
Total tax-exempt commercial paper (cost—$6,090,000)     6,090,000    
Total investments (cost—$172,115,376
which approximates cost for federal
income tax purposes)—99.60%
    172,115,376    
Other assets in excess of liabilities—0.40%     690,927    
Net assets (applicable to 172,802,891
shares of beneficial interest outstanding
equivalent to $1.00 per share)—100.00%
  $ 172,806,303    

 

A  Variable rate demand notes are payable on demand. The interest rates shown are the current rates as of December 31, 2006, and reset periodically.


78



UBS RMA New Jersey Municipal Money Fund

Statement of net assets—December 31, 2006 (unaudited)

1  Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 3.52% of net assets as of December 31, 2006, are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers.

2  Securities subject to Alternative Minimum Tax.

AMBAC  American Municipal Bond Assurance Corporation

FGIC  Financial Guaranty Insurance Company

FSA  Financial Security Assurance

MBIA  Municipal Bond Investors Assurance

PUTTERs  Puttable tax-exempt receipts

Weighted average maturity—18 days

See accompanying notes to financial statements
79




UBS RMA

Statement of operations

    For the six months ended
December 31, 2006
(unaudited)
 
    Money Market
Portfolio
  U.S. Government
Portfolio
 
Investment income:  
Interest   $ 319,786,371     $ 24,786,020    
Securities lending income
(includes $62; $0; $0; $0; $0; $0,
respectively, earned from an affiliated entity)
    26,968       70,475    
      319,813,339       24,856,495    
Expenses:  
Investment advisory and administration fees     29,971,259       2,108,028    
Service fees     7,492,815       595,424    
Transfer agency and related services fees     3,219,867       114,395    
Custody and accounting fees     839,195       66,688    
Insurance expense     250,904       40,781    
Reports and notices to shareholders     182,286       8,177    
Federal and state registration fees     178,877       23,176    
Directors'/Trustees' fees     75,525       12,838    
Professional fees     55,673       51,740    
Interest expense              
Other expenses     34,745       7,093    
      42,301,146       3,028,340    
Less: Fee waivers by investment
advisor and administrator
    (7,503,736 )        
Net expenses     34,797,410       3,028,340    
Net investment income     285,015,929       21,828,155    
Net realized gains from investment activities     206,038       55,600    
Net increase in net assets resulting from
operations
  $ 285,221,967     $ 21,883,755    

 


80



    For the six months ended
December 31, 2006
(unaudited)
 
    Tax-Free
Fund
  California
Municipal
Money Fund
  New York
Municipal
Money Fund
  New Jersey
Municipal
Money Fund
 
Investment income:  
Interest   $ 73,646,146     $ 18,693,617     $ 11,681,137     $ 2,836,682    
Securities lending income
(includes $62; $0; $0; $0; $0; $0,
respectively, earned from an affiliated entity)
                         
      73,646,146       18,693,617       11,681,137       2,836,682    
Expenses:  
Investment advisory and administration fees     8,360,566       2,348,775       1,546,513       371,320    
Service fees     2,587,906       679,017       413,565       97,323    
Transfer agency and related services fees     654,230       136,591       122,041       42,588    
Custody and accounting fees     289,845       76,050       46,319       11,354    
Insurance expense     81,304       22,467       15,055       3,653    
Reports and notices to shareholders     38,297       8,117       7,791       4,458    
Federal and state registration fees     103,832       19,640       16,798       14,625    
Directors'/Trustees' fees     36,134       13,419       11,389       8,469    
Professional fees     58,739       53,710       58,727       50,683    
Interest expense     1,755                      
Other expenses     31,633       7,850       7,224       5,360    
      12,244,241       3,365,636       2,245,422       609,833    
Less: Fee waivers by investment
advisor and administrator
                         
Net expenses     12,244,241       3,365,636       2,245,422       609,833    
Net investment income     61,401,905       15,327,981       9,435,715       2,226,849    
Net realized gains from investment activities                          
Net increase in net assets resulting from
operations
  $ 61,401,905     $ 15,327,981     $ 9,435,715     $ 2,226,849    

 

See accompanying notes to financial statements
81



UBS RMA

Statement of changes in net assets

    For the six
months ended
December 31, 2006
(unaudited)
  For the
year ended
June 30, 2006
 
UBS RMA Money Market Portfolio  
From operations:  
Net investment income   $ 285,015,929     $ 389,912,181    
Net realized gains from investment
activities
    206,038       108,762    
Net increase in net assets resulting
from operations
    285,221,967       390,020,943    
Dividends to shareholders from:  
Net investment income     (285,015,929 )     (389,912,181 )  
Net increase in net assets from
capital share transactions
    1,904,858,261       201,965,286    
Net increase in net assets     1,905,064,299       202,074,048    
Net assets:  
Beginning of period     10,627,952,031       10,425,877,983    
End of period   $ 12,533,016,330     $ 10,627,952,031    
Accumulated undistributed net
investment income
  $     $    
UBS RMA U.S. Government Portfolio  
From operations:  
Net investment income   $ 21,828,155     $ 34,374,312    
Net realized gains from investment
activities
    55,600       35,189    
Net increase in net assets resulting
from operations
    21,883,755       34,409,501    
Dividends to shareholders from:  
Net investment income     (21,828,155 )     (34,374,312 )  
Net increase (decrease) in net assets
from capital share transactions
    168,174,425       (266,283,169 )  
Net increase (decrease) in net assets     168,230,025       (266,247,980 )  
Net assets:  
Beginning of period     845,449,920       1,111,697,900    
End of period   $ 1,013,679,945     $ 845,449,920    
Accumulated undistributed net
investment income
  $     $    

 

See accompanying notes to financial statements
82



UBS RMA

Statement of changes in net assets

    For the six
months ended
December 31, 2006
(unaudited)
  For the
year ended
June 30, 2006
 
UBS RMA Tax-Free Fund  
From operations:  
Net investment income   $ 61,401,905     $ 86,328,736    
Net realized loss from investment
activities
          (345 )  
Net increase in net assets resulting
from operations
    61,401,905       86,328,391    
Dividends to shareholders from:  
Net investment income     (61,401,905 )     (86,328,736 )  
Net increase in net assets from
capital share transactions
    811,936,803       158,743,041    
Net increase in net assets     811,936,803       158,742,696    
Net assets:  
Beginning of period     3,565,356,695       3,406,613,999    
End of period   $ 4,377,293,498     $ 3,565,356,695    
Accumulated undistributed net
investment income
  $     $    
UBS RMA California Municipal Money Fund  
From operations:  
Net investment income   $ 15,327,981     $ 20,859,931    
Net increase in net assets resulting
from operations
    15,327,981       20,859,931    
Dividends to shareholders from:  
Net investment income     (15,327,981 )     (20,859,931 )  
Net increase in net assets from
beneficial interest transactions
    111,126,764       132,861,609    
Net increase in net assets     111,126,764       132,861,609    
Net assets:  
Beginning of period     941,623,858       808,762,249    
End of period   $ 1,052,750,622     $ 941,623,858    
Accumulated undistributed net
investment income
  $     $    

 

See accompanying notes to financial statements
83



UBS RMA

Statement of changes in net assets

    For the six
months ended
December 31, 2006
(unaudited)
  For the
year ended
June 30, 2006
 
UBS RMA New York Municipal Money Fund  
From operations:  
Net investment income   $ 9,435,715     $ 14,373,582    
Net increase in net assets resulting
from operations
    9,435,715       14,373,582    
Dividends to shareholders from:  
Net investment income     (9,435,715 )     (14,373,582 )  
Net increase in net assets from beneficial
interest transactions
    86,003,693       16,624,370    
Net increase in net assets     86,003,693       16,624,370    
Net assets:  
Beginning of period     612,695,647       596,071,277    
End of period   $ 698,699,340     $ 612,695,647    
Accumulated undistributed net
investment income
  $     $    
UBS RMA New Jersey Municipal Money Fund  
From operations:  
Net investment income   $ 2,226,849     $ 2,987,912    
Net increase in net assets resulting
from operations
    2,226,849       2,987,912    
Dividends to shareholders from:  
Net investment income     (2,226,849 )     (2,987,912 )  
Net increase in net assets from beneficial
interest transactions
    38,166,820       465,905    
Net increase in net assets     38,166,820       465,905    
Net assets:  
Beginning of period     134,639,483       134,173,578    
End of period   $ 172,806,303     $ 134,639,483    
Accumulated undistributed net
investment income
  $     $    

 

See accompanying notes to financial statements
84




UBS RMA

Notes to financial statements (unaudited)

Organization and significant accounting policies

UBS RMA Money Fund Inc. (the "Corporation") and UBS RMA Tax-Free Fund Inc. ("RMA Tax-Free") were organized under the laws of Maryland on July 2, 1982 and are registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, as open-end management investment companies. RMA Tax-Free is a diversified mutual fund and the Corporation is a series mutual fund and currently has three portfolios, each of which are diversified series: UBS RMA Money Market Portfolio ("Money Market Portfolio"), UBS RMA U.S. Government Portfolio ("U.S. Government Portfolio") and UBS Retirement Money Fund. The financial statements of UBS Retirement Money Fund are not included herein.

UBS Managed Municipal Trust ("Managed Municipal Trust") and UBS Municipal Money Market Series ("Municipal Money Market Series") were organized under Massachusetts law by Declarations of Trust dated November 21, 1986 and September 14, 1990, respectively, and are registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, as open-end management investment companies. Managed Municipal Trust currently offers two non-diversified series: UBS RMA California Municipal Money Fund ("RMA California") and UBS RMA New York Municipal Money Fund ("RMA New York"). Municipal Money Market Series currently offers one non-diversified series: UBS RMA New Jersey Municipal Money Fund ("RMA New Jersey", and when referred together with Money Market Portfolio, U.S. Government Portfolio, RMA Tax-Free, RMA California and RMA New York, collectively, the "Funds").

In the normal course of business the Funds may enter into contracts that contain a variety of representations or that provide indemnification for certain liabilities. The Funds' maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds have not had prior claims or losses pursuant to these contracts and expect the risk of loss to be remote.


85



UBS RMA

Notes to financial statements (unaudited)

The preparation of financial statements in accordance with US generally accepted accounting principles requires the Funds' management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies:

Valuation and accounting for investments and investment income—Investments are valued at amortized cost, unless a Fund's Board of Directors/Trustees (the "Board") determines that this does not represent fair value. Periodic review and monitoring of the valuation of securities held by the Funds is performed in an effort to ensure that amortized cost approximates market value. Investment transactions are recorded on the trade date. Realized gains and losses from investment transactions are calculated using the identified cost method. Interest income is recorded on an accrual basis. Premiums are amortized and discounts are accreted as adjustments to interest income and the identified cost of investments.

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement on Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"). This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. As of December 31, 2006, management does not believe the adoption of FAS 157 will impact the amounts reported in the financial statements, however, additional disclosures will be required about the inputs used to develop the measurements of fair value and the effect of certain of the measurements reported in the statement of operations for a fiscal period.

Repurchase agreements—The Money Market Portfolio and the U.S. Government Portfolio may purchase securities or other obligations from a bank or securities dealer (or its affiliate), subject


86



UBS RMA

Notes to financial statements (unaudited)

to the seller's agreement to repurchase them at an agreed upon date (or upon demand) and price. The Money Market Portfolio and the U.S. Government Portfolio maintain custody of the underlying obligations prior to their repurchase, either through their regular custodian or through a special "tri-party" custodian or sub-custodian that maintains a separate account for both the Money Market Portfolio and/or the U.S. Government Portfolio and their counterparty. The underlying collateral is valued daily to ensure that the value, including accrued interest, is at least equal to the repurchase price. In the event of default of the obligation to repurchase, the Money Market Portfolio and U.S. Government Portfolio generally have the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation. Repurchase agreements involving obligations other than US government securities (such as commercial paper, corporate bonds and mortgage loans) may be subject to special risks and may not have the benefit of certain protections in the event of counterparty insolvency. If the seller (or seller's guarantor, if any) becomes insolvent, the Money Market Portfolio and the U.S. Government Portfolio may suffer delays, costs and possible losses in connection with the disposition or retention of the collateral. Under certain circumstances, in the event of default or bankruptcy by the other party to the agreement, realization and/or retention of the collateral may be subject to legal proceedings. The Money Market Portfolio and the U.S. Government Portfolio may participate in joint repurchase agreement transactions with other funds managed, advised or sub-advised by UBS Global Asset Management (Americas) Inc. ("UBS Global AM").

Dividends and distributions—Dividends and distributions to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions is determined in accordance with federal income tax regulations, which may differ from US generally accepted accounting principles. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification.


87



UBS RMA

Notes to financial statements (unaudited)

Concentration of risk

The ability of the issuers of the debt securities held by the Funds to meet their obligations may be affected by economic developments, including those particular to a specific industry, country or region.

Additionally, RMA California, RMA New York and RMA New Jersey follow an investment policy of investing primarily in municipal obligations of one state. Economic changes affecting each state and certain of its public bodies and municipalities may affect the ability of issuers within each state to pay interest on, or repay principal of, municipal obligations held by each of those Funds.

Investment advisor and administrator

Each Fund's Board has approved an investment advisory and administration contract ("Advisory Contract") for each Fund with UBS Financial Services Inc., an indirect wholly owned subsidiary of UBS AG, under which UBS Financial Services Inc. serves as investment advisor and administrator of the Funds. In accordance with the Advisory Contract, each Fund pays UBS Financial Services Inc. an investment advisory and administration fee, which is accrued daily and paid monthly, in accordance with the following schedules:

Average daily net assets   Annual rate  
Money Market Portfolio:  
All     0.50 %  

 

†  UBS Financial Services Inc. has agreed to waive portions of its investment advisory and administration fee for the Money Market Portfolio (the "Portfolio") so that the fee rate is reduced to the following: up to $1.0 billion in average daily net assets—0.50%; in excess of $1.0 billion up to $1.5 billion in average daily net assets—0.44%; and over $1.5 billion in average daily net assets—0.36%. UBS Financial Services Inc. has further agreed to cap the Portfolio's aggregate management and shareholder services fees (paid pursuant to the Portfolio's Shareholder Services Plan) so that the total of these does not exceed 0.50% of the Portfolio's average daily net assets. This cap results in an effective investment advisory and administration fee rate not to exceed 0.375% of the Portfolio's average daily net assets. (UBS Financial Services Inc. is waiving a portion of its advisory and administration fees to offset the shareholder services fees, and this waiver continues for as long as the Portfolio's Shareholder Services Plan remains in effect.) Accordingly, for the six months ended December 31, 2006, UBS Financial Services Inc. waived $7,503,736 of its investment advisory and administration fees from the Portfolio. At December 31, 2006, UBS Financial Services Inc. owed the Portfolio $1,322,489 for fee waivers under the above agreement.


88



UBS RMA

Notes to financial statements (unaudited)

Average daily net assets   Annual rate  
U.S. Government Portfolio, RMA California and RMA New York:  
Up to $300 million     0.50 %  
In excess of $300 million up to $750 million     0.44 %  
Over $750 million     0.36 %  
RMA Tax-Free:  
Up to $1.0 billion     0.50 %  
In excess of $1.0 billion up to $1.5 billion     0.44 %  
Over $1.5 billion     0.36 %  

 

Effective August 1, 2006, the Advisory Contract for RMA New Jersey was amended to reduce the compensation paid by the Fund to UBS Financial Services Inc. to the following:

Average daily net assets   Annual rate  
Up to $300 million     0.45 %  
In excess of $300 million up to $750 million     0.39 %  
Over $750 million     0.31 %  

 

Prior to August 1, 2006, RMA New Jersey paid UBS Financial Services Inc. an investment advisory and administration fee according to the following: up to $300 million in average daily net assets—0.50%; in excess of $300 million up to $750 million in average daily net assets—0.44%; and over $750 million in average daily net assets—0.36%.

At December 31, 2006, the Funds owed UBS Financial Services Inc. for investment advisory and administration fees as follows:

Money Market Portfolio   $ 5,269,165    
U.S. Government Portfolio     372,954    
RMA Tax-Free     1,485,882    
RMA California     411,696    
RMA New York     265,215    
RMA New Jersey     67,831    

 

UBS Global AM serves as sub-advisor and sub-administrator to the Funds pursuant to sub-advisory and sub-administration contracts between UBS Financial Services Inc. and UBS Global AM (each a


89



UBS RMA

Notes to financial statements (unaudited)

"Sub-Advisory Contract"). In accordance with each Sub-Advisory Contract, UBS Financial Services Inc. (not the Funds) pays UBS Global AM a fee, accrued daily and paid monthly, at an annual rate of 0.08% of the respective Fund's average daily net assets.

Additional information regarding compensation to affiliate of a board member

Effective March 1, 2005, Professor Meyer Feldberg accepted the position of senior advisor to Morgan Stanley, resulting in him becoming an interested board member of the Funds. The Funds have been informed that Professor Feldberg's role at Morgan Stanley does not involve matters directly affecting any UBS funds. Fund transactions are executed through Morgan Stanley based on that firm's ability to provide best execution of the transactions. During the six months ended December 31, 2006, the Funds purchased and sold certain securities (e.g., fixed income securities) in principal trades with Morgan Stanley having aggregate values as follows:

Money Market Portfolio   $ 5,052,109,979    
U.S. Government Portfolio     16,877,000,000    
RMA Tax-Free     1,110,662,550    
RMA California     409,410,000    
RMA New York     160,455,000    
RMA New Jersey     86,500,000    

 

Morgan Stanley received compensation in connection with these trades, which may have been in the form of a "mark-up" or "mark-down" of the price of the securities, a fee from the issuer for maintaining a commercial paper program, or some other form of compensation. Although the precise amount of this compensation is not generally known by the Fund's investment advisor or sub-advisor, it is believed that under normal circumstances such compensation represents a small portion of the total value of the transactions.


90



UBS RMA

Notes to financial statements (unaudited)

Shareholder service plans

UBS Global Asset Management (US) Inc. ("UBS Global AM (US)") is the principal underwriter of each Fund's shares and has appointed UBS Financial Services Inc. as a dealer for the sale of the Funds' shares. Under the shareholder service plans, Money Market Portfolio, U.S. Government Portfolio, RMA Tax-Free, RMA California and RMA New York pay UBS Global AM (US) a monthly service fee, which is accrued daily and paid monthly at an annual rate of up to 0.15% of average daily net assets, and RMA New Jersey is authorized to pay at the annual rate of up to 0.12% of average daily net assets, for providing certain shareholder services. Currently, UBS Global AM (US) is compensated for providing such services at the annual rate of 0.125% of the Fund's average daily net assets for each of those Funds except for RMA New Jersey, which pays at the annual rate of 0.12% of the Fund's average daily net assets. At December 31, 2006, the Funds owed UBS Global AM (US) for such service fees as follows:

Money Market Portfolio   $ 1,317,291    
U.S. Government Portfolio     106,496    
RMA Tax-Free     462,849    
RMA California     119,948    
RMA New York     70,995    
RMA New Jersey     18,088    

 

Transfer agency related services fees

UBS Financial Services Inc. provides transfer agency related services to the Funds pursuant to a delegation of authority from PFPC Inc. ("PFPC"), the Funds' transfer agent, and is compensated for these services by PFPC, not the Funds.


91



UBS RMA

Notes to financial statements (unaudited)

For the six months ended December 31, 2006, UBS Financial Services Inc. received from PFPC, not the Funds, total transfer agency related services fees as follows:

Money Market Portfolio   $ 2,004,100    
U.S. Government Portfolio     68,245    
RMA Tax-Free     430,045    
RMA California     85,898    
RMA New York     74,301    
RMA New Jersey     24,557    

 

Securities lending

Each Fund may lend securities up to 331/3% of its total assets to qualified broker-dealers or institutional investors. The loans are secured at all times by cash, US government securities or irrevocable letters of credit in an amount at least equal to the market value of the securities loaned, plus accrued interest and dividends, determined on a daily basis and adjusted accordingly. Each Fund will regain ownership of loaned securities to exercise certain beneficial rights; however, each Fund may bear the risk of delay in recovery of, or even loss of rights in, the securities loaned should the borrower fail financially. Each Fund receives compensation for lending its securities from interest or dividends earned on the cash, US government securities or irrevocable letters of credit held as collateral, net of fee rebates paid to the borrower plus reasonable administrative and custody fees. UBS Financial Services Inc. and other affiliated broker-dealers have been approved as borrowers under the Funds' securities lending program. UBS Securities LLC is the lending agent for each Fund. For the six months ended December 31, 2006, UBS Securities LLC earned $9,179 and $24,781 in compensation from the Money Market Portfolio and the U.S. Government Portfolio, respectively, as the Funds' lending agent. At December 31, 2006, the Money Market Portfolio and U.S. Government Portfolio owed UBS Securities LLC $2,792 and $2,798, respectively, in compensation as the Fund's lending agent. At December 31, 2006, the U.S. Government Portfolio had securities on loan having a market value of $147,893,472. The U.S. Government Portfolio's


92



UBS RMA

Notes to financial statements (unaudited)

custodian held US Government agency securities having an aggregate value of $150,867,275 as collateral for portfolio securities loaned as follows:

Principal
amount
(000)
 
  Maturity
dates
  Interest
rates
  Value  
$ 97,185     Federal Home          
 
    Loan Bank   08/19/11     5.375 %   $ 100,751,663    
  48,773     Federal Home Loan
Mortgage Corp.
  07/15/14     5.000       50,115,612    
    $ 150,867,275    

 

RMA Tax-Free, RMA California, RMA New York and RMA New Jersey did not loan any securities during the six months ended December 31, 2006. The Money Market Portfolio did not have any securities on loan at December 31, 2006.

Bank line of credit

RMA Tax-Free participates with certain other funds managed, advised or sub-advised by UBS Global AM in a $100 million committed credit facility with State Street Bank and Trust Company ("Committed Credit Facility"), to be utilized for temporary financing until the settlement of sales or purchases of portfolio securities, the repurchase or redemption of shares of RMA Tax-Free at the request of shareholders and other temporary or emergency purposes. Under the Committed Credit Facility arrangement, RMA Tax-Free has agreed to pay commitment fees, pro rata, based on the relative asset size of the funds in the Committed Credit Facility. Interest will be charged to RMA Tax-Free at the overnight federal funds rate in effect at the time of borrowings, plus 0.50%. For the six months ended December 31, 2006, RMA Tax-Free had an outstanding borrowing of $10,874,579 for 1 day at an annualized interest rate of 5.81%, which resulted in $1,755 of interest expense.


93



UBS RMA

Notes to financial statements (unaudited)

Other liabilities and components of net assets

At December 31, 2006, the Funds had the following liabilities outstanding:

    Dividends
payable
  Payable for
investments
purchased
  Payable for
cash collateral
from securities
loaned
  Other
accrued
expenses*
 
Money Market
Portfolio
  $ 16,337,110                 $ 1,841,297    
U.S. Government
Portfolio
    1,221,356           $ 1,604       111,439    
RMA Tax-Free     3,884,313     $ 142,002,728             368,389    
RMA California     925,776       10,001,033             106,240    
RMA New York     592,664       15,570,370             100,488    
RMA New Jersey     148,277                   48,595    

 

*  Excludes investment advisory and administration fees and service fees.

At December 31, 2006, the components of net assets for each of the Funds were as follows:

    Accumulated
paid in capital
  Accumulated
net realized
gain (loss)
  Total
net assets
 
Money Market Portfolio   $ 12,532,634,309     $ 382,021     $ 12,533,016,330    
U.S. Government Portfolio     1,013,765,707       (85,762 )     1,013,679,945    
RMA Tax-Free     4,377,291,912       1,586       4,377,293,498    
RMA California     1,052,727,457       23,165       1,052,750,622    
RMA New York     698,670,500       28,840       698,699,340    
RMA New Jersey     172,802,892       3,411       172,806,303    

 

Federal tax status

Each Fund intends to distribute all or substantially all of its income and to comply with the other requirements of the Internal Revenue Code applicable to regulated investment companies. Accordingly, no provision for federal income taxes is required. In addition, by distributing during each calendar year substantially all of their net investment income, net realized capital gains and


94



UBS RMA

Notes to financial statements (unaudited)

certain other amounts, if any, the Funds intend not to be subject to a federal excise tax.

The tax character of all distributions paid to shareholders by the Money Market Portfolio and U.S. Government Portfolio during the six months ended December 31, 2006 and the fiscal year ended June 30, 2006 was ordinary income. The tax character of all distributions paid to shareholders by RMA Tax-Free, RMA California, RMA New York and RMA New Jersey during the six months ended December 31, 2006 and the fiscal year ended June 30, 2006 was tax-exempt income.

The components of accumulated earnings (deficit) on a tax basis for the current fiscal year will be determined after the Funds' fiscal year ending June 30, 2007.

At June 30, 2006, the following Funds had net capital loss carryforwards available as reductions, to the extent provided in the regulations, of any future net realized capital gains. These losses expire as follows:

Fiscal
year
ending
  Money
Market
Portfolio
  U.S.
Government
Portfolio
 
RMA
Tax-Free
 
RMA
California
 
RMA
New York
 
RMA
New Jersey
 
  2011           $ 66,251                       $ 30    
  2012             54,167                            
  2013     $ 1,580,188       34,572     $ 175           $ 2,330       253    
  2014             69,517           $ 390             657    
    $ 1,580,188     $ 224,507     $ 175     $ 390     $ 2,330     $ 940    

 

In accordance with US Treasury regulations, the Money Market Portfolio and RMA Tax-Free have elected to defer realized capital losses of $14,173 and $345, respectively, arising after October 31, 2005. Such losses are treated for tax purposes as arising on July 1, 2006.

On July 13, 2006, FASB released FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial


95



UBS RMA

Notes to financial statements (unaudited)

statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing a fund's tax return to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax years as of the effective date. Based on the Securities and Exchange Commission's announcement on December 22, 2006, the implementation of FIN 48 must be incorporated into accounting practices no later than the last business day of the Funds' December 31, 2007 semiannual report. Management continues to evaluate the application of FIN 48 to the Fund, and is not in a position at this time to estimate the significance of its impact, if any, on the Funds' financial statements.

Capital share transactions

There are 60 billion $0.001 par value shares of common stock authorized for the Money Market Portfolio, 10 billion $0.001 par value shares of common stock authorized for the U.S. Government Portfolio and 20 billion $0.001 par value shares of common stock authorized for RMA Tax-Free. Transactions in capital shares, at $1.00 per share, were as follows:

For the six months ended
December 31, 2006:
  Money Market
Portfolio
  U.S. Government
Portfolio
  RMA
Tax-Free
 
Shares sold     73,794,713,348       4,278,784,098       21,425,068,681    
Shares repurchased     (72,155,462,048 )     (4,130,955,268 )     (20,670,301,848 )  
Dividends reinvested     265,606,961       20,345,595       57,169,970    
Net increase in shares
outstanding
    1,904,858,261       168,174,425       811,936,803    

 


96



UBS RMA

Notes to financial statements (unaudited)

For the year ended
June 30, 2006:
  Money Market
Portfolio
  U.S. Government
Portfolio
  RMA
Tax-Free
 
Shares sold     130,539,445,900       8,039,913,466       37,029,751,216    
Shares repurchased     (130,712,166,383 )     (8,339,456,937 )     (36,954,404,043 )  
Dividends reinvested     374,685,769       33,260,302       83,395,868    
Net increase (decrease)
in shares outstanding
    201,965,286       (266,283,169 )     158,743,041    

 

Beneficial interest

There is an unlimited amount of $0.001 par value shares of beneficial interest authorized for RMA California, RMA New York and RMA New Jersey. Transactions in shares of beneficial interest, at $1.00 per share were as follows:

For the six months ended
December 31, 2006:
  RMA California   RMA New York   RMA New Jersey  
Shares sold     6,470,550,228       3,671,348,918       969,322,650    
Shares repurchased     (6,373,729,154 )     (3,594,140,773 )     (933,213,754 )  
Dividends reinvested     14,305,690       8,795,548       2,057,924    
Net increase in shares
outstanding
    111,126,764       86,003,693       38,166,820    
For the year ended
June 30, 2006:
  RMA California   RMA New York   RMA New Jersey  
Shares sold     12,621,749,957       7,503,855,781       1,888,223,327    
Shares repurchased     (12,508,912,428 )     (7,501,011,261 )     (1,890,609,106 )  
Dividends reinvested     20,024,080       13,779,850       2,851,684    
Net increase in shares
outstanding
    132,861,609       16,624,370       465,905    

 


97




UBS RMA Money Market Portfolio

Financial highlights

Selected data for a share of common stock outstanding throughout each period is presented below:

    For the six
months ended
December 31, 2006
 
    (unaudited)  
Net asset value, beginning of period   $ 1.00    
Net investment income     0.024    
Dividends from net investment income     (0.024 )  
Distributions from net realized gains from
investment activities
       
Total dividends and distributions     (0.024 )  
Net asset value, end of period   $ 1.00    
Total investment return1      2.42 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 12,533,016    
Expenses to average net assets, net of fee
waivers by advisor
    0.58 %*  
Expenses to average net assets, before fee
waivers by advisor
    0.71 %*  
Net investment income to average net assets     4.75 %*  

 

*  Annualized.

@  Amount of distribution paid represents less than $0.0005 per share.

1  Total investment return is calculated assuming a $10,000 investment on the first day of each period reported, reinvestment of all dividends and other distributions, if any, at net asset value on the payable dates, and a sale at net asset value on the last day of each period reported. Total investment return for the period of less than one year has not been annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions.

2  During the period August 1, 2004 through June 30, 2005, UBS Financial Services Inc. waived a portion of its advisory and administration fees. The ratio excluding the waiver is the same since the fee waiver represents less than 0.005%.


98



    For the years ended June 30,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Net investment income     0.037       0.016       0.005       0.010       0.022    
Dividends from net investment income     (0.037 )     (0.016 )     (0.005 )     (0.010 )     (0.022 )  
Distributions from net realized gains from
investment activities
          (0.000 )@     (0.000 )@              
Total dividends and distributions     (0.037 )     (0.016 )     (0.005 )     (0.010 )     (0.022 )  
Net asset value, end of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Total investment return1      3.71 %     1.65 %     0.51 %     1.02 %     2.25 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 10,627,952     $ 10,425,878     $ 12,434,286     $ 21,832,875     $ 22,768,982    
Expenses to average net assets, net of fee
waivers by advisor
    0.58 %     0.58 %2      0.60 %     0.61 %     0.60 %  
Expenses to average net assets, before fee
waivers by advisor
    0.71 %     0.58 %     0.60 %     0.61 %     0.60 %  
Net investment income to average net assets     3.66 %     1.59 %     0.50 %     1.02 %     2.21 %  

 


99



UBS RMA U.S. Government Portfolio

Financial highlights

Selected data for a share of common stock outstanding throughout each period is presented below:

    For the six
months ended
December 31, 2006
 
    (unaudited)  
Net asset value, beginning of period   $ 1.00    
Net investment income     0.023    
Dividends from net investment income     (0.023 )  
Net asset value, end of period   $ 1.00    
Total investment return1      2.33 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 1,013,680    
Expenses to average net assets     0.64 %*  
Net investment income to average net assets     4.58 %*  

 

*  Annualized.

1  Total investment return is calculated assuming a $10,000 investment on the first day of each period reported, reinvestment of all dividends and other distributions, if any, at net asset value on the payable dates, and a sale at net asset value on the last day of each period reported. Total investment return for the period of less than one year has not been annualized. Returns do not reflect the deduction of taxes that a shareholder would pay on Portfolio distributions.


100



    For the years ended June 30,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Net investment income     0.034       0.015       0.005       0.010       0.021    
Dividends from net investment income     (0.034 )     (0.015 )     (0.005 )     (0.010 )     (0.021 )  
Net asset value, end of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Total investment return1      3.49 %     1.50 %     0.48 %     1.00 %     2.12 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 845,450     $ 1,111,698     $ 1,250,917     $ 2,510,453     $ 2,356,829    
Expenses to average net assets     0.62 %     0.61 %     0.58 %     0.56 %     0.57 %  
Net investment income to average net assets     3.38 %     1.49 %     0.48 %     1.00 %     2.06 %  

 


101



UBS RMA Tax-Free Fund Inc.

Financial highlights

Selected data for a share of common stock outstanding throughout each period is presented below:

    For the six
months ended
December 31, 2006
 
    (unaudited)  
Net asset value, beginning of period   $ 1.00    
Net investment income     0.015    
Dividends from net investment income     (0.015 )  
Net asset value, end of period   $ 1.00    
Total investment return1      1.50 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 4,377,293    
Expenses to average net assets     0.59 %*  
Net investment income to average net assets     2.97 %*  

 

*  Annualized.

1  Total investment return is calculated assuming a $10,000 investment on the first day of each period reported, reinvestment of all dividends and other distributions, if any, at net asset value on the payable dates, and a sale at net asset value on the last day of each period reported. Total investment return for the period of less than one year has not been annualized. Returns do not reflect the deduction of taxes that a shareholder could pay on Fund distributions.


102



    For the years ended June 30,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Net investment income     0.024       0.012       0.004       0.007       0.012    
Dividends from net investment income     (0.024 )     (0.012 )     (0.004 )     (0.007 )     (0.012 )  
Net asset value, end of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Total investment return1      2.40 %     1.23 %     0.38 %     0.67 %     1.24 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 3,565,357     $ 3,406,614     $ 2,935,936     $ 3,238,850     $ 3,255,520    
Expenses to average net assets     0.60 %     0.59 %     0.60 %     0.63 %     0.60 %  
Net investment income to average net assets     2.38 %     1.23 %     0.38 %     0.67 %     1.23 %  

 


103



UBS RMA California Municipal Money Fund

Financial highlights

Selected data for a share of beneficial interest outstanding throughout each period is presented below:

    For the six
months ended
December 31, 2006
 
    (unaudited)  
Net asset value, beginning of period   $ 1.00    
Net investment income     0.014    
Dividends from net investment income     (0.014 )  
Net asset value, end of period   $ 1.00    
Total investment return1      1.43 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 1,052,751    
Expenses to average net assets, net of fee
waivers by advisor
    0.62 %*  
Net investment income to average net assets     2.82 %*  

 

*  Annualized.

1  Total investment return is calculated assuming a $10,000 investment on the first day of each period reported, reinvestment of all dividends and other distributions, if any, at net asset value on the payable dates, and a sale at net asset value on the last day of each period reported. Total investment return for the period of less than one year has not been annualized. Returns do not reflect the deduction of taxes that a shareholder could pay on Fund distributions.

2  During the year ended June 30, 2004, UBS Financial Services Inc. waived a portion of its advisory and administration fees. The ratio excluding the waiver is the same since the fee waiver represents less than 0.005%.


104



    For the years ended June 30,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Net investment income     0.023       0.011       0.003       0.006       0.011    
Dividends from net investment income     (0.023 )     (0.011 )     (0.003 )     (0.006 )     (0.011 )  
Net asset value, end of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Total investment return1      2.29 %     1.15 %     0.31 %     0.60 %     1.10 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 941,624     $ 808,762     $ 739,133     $ 767,006     $ 753,664    
Expenses to average net assets, net of fee
waivers by advisor
    0.63 %     0.64 %     0.65 %2      0.66 %     0.65 %  
Net investment income to average net assets     2.28 %     1.16 %     0.31 %     0.60 %     1.09 %  

 


105



UBS RMA New York Municipal Money Fund

Financial highlights

Selected data for a share of beneficial interest outstanding throughout each period is presented below:

    For the six
months ended
December 31, 2006
 
    (unaudited)  
Net asset value, beginning of period   $ 1.00    
Net investment income     0.014    
Dividends from net investment income     (0.014 )  
Net asset value, end of period   $ 1.00    
Total investment return1      1.45 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 698,699    
Expenses to average net assets, net of fee
waivers by advisor
    0.68 %*  
Net investment income to average net assets     2.85 %*  

 

*  Annualized.

1  Total investment return is calculated assuming a $10,000 investment on the first day of each period reported, reinvestment of all dividends and other distributions, if any, at net asset value on the payable dates, and a sale at net asset value on the last day of each period reported. Total investment return for the period of less than one year has not been annualized. Returns do not reflect the deduction of taxes that a shareholder could pay on Fund distributions.

2  During the year ended June 30, 2004, UBS Financial Services Inc. waived a portion of its advisory and administration fees. The ratio excluding the waiver is the same since the fee waiver represents less than 0.005%.


106



    For the years ended June 30,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Net investment income     0.023       0.011       0.003       0.006       0.011    
Dividends from net investment income     (0.023 )     (0.011 )     (0.003 )     (0.006 )     (0.011 )  
Net asset value, end of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Total investment return1      2.28 %     1.13 %     0.29 %     0.62 %     1.08 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 612,696     $ 596,071     $ 562,396     $ 588,851     $ 559,341    
Expenses to average net assets, net of fee
waivers by advisor
    0.67 %     0.67 %     0.67 %2      0.67 %     0.68 %  
Net investment income to average net assets     2.27 %     1.12 %     0.29 %     0.62 %     1.07 %  

 


107



UBS RMA New Jersey Municipal Money Fund

Financial highlights

Selected data for a share of beneficial interest outstanding throughout each period is presented below:

    For the six
months ended
December 31, 2006
 
    (unaudited)  
Net asset value, beginning of period   $ 1.00    
Net investment income     0.014    
Dividends from net investment income     (0.014 )  
Net asset value, end of period   $ 1.00    
Total investment return1      1.39 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 172,806    
Expenses to average net assets, net of fee
waivers by advisor
    0.75 %*  
Net investment income to average net assets     2.75 %*  

 

*  Annualized.

1  Total investment return is calculated assuming a $10,000 investment on the first day of each period reported, reinvestment of all dividends and other distributions, if any, at net asset value on the payable dates, and a sale at net asset value on the last day of each period reported. Total investment return for the period of less than one year has not been annualized. Returns do not reflect the deduction of taxes that a shareholder could pay on Fund distributions.

2  During the year ended June 30, 2004, UBS Financial Services Inc. waived a portion of its advisory and administration fees. The ratio excluding the waiver is the same since the fee waiver represents less than 0.005%.


108



    For the years ended June 30,  
    2006   2005   2004   2003   2002  
Net asset value, beginning of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Net investment income     0.021       0.010       0.002       0.005       0.010    
Dividends from net investment income     (0.021 )     (0.010 )     (0.002 )     (0.005 )     (0.010 )  
Net asset value, end of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    
Total investment return1      2.11 %     1.05 %     0.16 %     0.51 %     0.97 %  
Ratios/supplemental data:  
Net assets, end of period (000's)   $ 134,639     $ 134,174     $ 137,440     $ 161,854     $ 128,500    
Expenses to average net assets, net of fee
waivers by advisor
    0.81 %     0.79 %     0.76 %2      0.73 %     0.77 %  
Net investment income to average net assets     2.10 %     1.02 %     0.15 %     0.50 %     0.94 %  

 


109




UBS RMA

General information (unaudited)

Quarterly Form N-Q portfolio schedules

The Funds will file their complete schedules of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Funds' Forms N-Q are available on the SEC's Web site at http://www.sec.gov. The Funds' Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC 0330. Additionally, you may obtain copies of Forms N-Q from the Funds upon request by calling 1-800-647 1568.

Proxy voting policies, procedures and record

You may obtain a description of each Fund's (1) proxy voting policies, (2) proxy voting procedures and (3) information regarding how a Fund voted any proxies related to portfolio securities during the most recent 12-month period ended June 30 for which an SEC filing has been made, without charge, upon request by contacting a Fund directly at 1-800-647 1568, online on a Fund's Web site: www.ubs.com/ubsglobalam-proxy, or on the EDGAR Database on the SEC's Web site (http://www.sec.gov).


110



UBS RMA Money Market Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Background. At a meeting of the board of UBS RMA Money Fund, Inc. (the "Corporation") on July 19, 2006, the members of the board, including the directors who are not "interested persons" of the Corporation ("Independent Directors"), as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), considered and approved the continuance of the Investment Advisory and Administration Contract between the Corporation and UBS Financial Services Inc. ("UBS Financial Services"), with respect to UBS RMA Money Market Portfolio (the "Fund") (the "Investment Advisory and Administration Contract") and the Sub-Advisory and Sub-Administration Contract between UBS Financial Services and UBS Global Asset Management (Americas) Inc. ("UBS Global AM") with respect to the Fund ("Sub-Advisory and Sub-Administration Contract"). In preparing for the meeting, the board members had requested and received information from UBS Financial Services and UBS Global AM to assist them, including performance and expense information for other investment companies with similar investment objectives. The board received and considered a variety of information about UBS Financial Services and UBS Global AM, as well as the advisory, sub-advisory, administrative, sub-administrative and distribution arrangements for the Fund. The Independent Directors discussed the materials initially provided by management prior to the scheduled board meeting in a session with their independent legal counsel and requested, and received from management, supplemental materials to assist them in their consideration of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract. The board received materials detailing the administrative and sub-administrative services provided to the Fund by UBS Financial Services and UBS Global AM, respectively, which include p roviding accounting and financial analysis, ensuring that all financial and tax regulatory reporting requirements are met, certifying required Securities and Exchange Commission documentation and monitoring the performance of the Fund's service providers.

The Independent Directors also met for several hours the evening before the board meeting and met again after management's presentation was completed to review the disclosure


111



UBS RMA Money Market Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

that had been made to them at the meeting. At all of these sessions the Independent Directors met in session with their independent legal counsel. The Independent Directors also received a memorandum from their independent legal counsel discussing the duties of board members in considering approval of advisory, administration, distribution and service agreements.

In its consideration of the approval of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract, the board considered the following factors:

Nature, extent and quality of the services under the investment advisory and administration contract and the sub-advisory and sub-administration contract. The board received and considered information regarding the nature, extent and quality of management and sub-advisory services provided to the Fund by UBS Financial Services under the Investment Advisory and Administration Contract and UBS Global AM and its predecessor, UBS Global Asset Management (US) Inc., under the Sub-Advisory and Sub-Administration Contract (and a predecessor agreement) during the past year. The board also received a description of the administrative and other services rendered to the Fund and its shareholders by management, including in particular UBS Financial Services' oversight of UBS Global AM's provision of sub-advisory and sub-administration services. The board noted th at information received at regular meetings throughout the year related to the services rendered by UBS Financial Services concerning the management of the Fund's affairs and UBS Financial Services' role in overseeing UBS Global AM's provision of sub-advisory and sub-administrative services to the Fund and management's role in coordinating providers of other services to the Fund, including custody, accounting and transfer agency services. The board's evaluation of the services provided by UBS Financial Services and UBS Global AM took into account the board's knowledge and familiarity gained as board members of funds in the UBS New York fund complex, including the scope and quality of UBS Financial Services' and UBS Global AM's investment management, sub-advisory


112



UBS RMA Money Market Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

and other capabilities and the quality of management's administrative, sub-administrative and other services. The board observed that the scope of services provided by management had expanded over time as a result of regulatory and other developments, including maintaining and monitoring UBS Global AM's own and the Fund's expanded compliance programs.

The board had available to it the qualifications, backgrounds and responsibilities of the Fund's senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund and recognized that many of these persons report to the board regularly, some at every board meeting, and that at each regular meeting the board receives a detailed report on the Fund's performance. The board also considered, based on its knowledge of UBS Financial Services, UBS Global AM and their affiliates, the financial resources available to management and its parent organization, UBS AG. In that regard, the board received extensive financial information regarding UBS Financial Services and UBS Global AM and noted that they are wholly owned, indirect subsidiaries of one of the largest financial services firms in the world. It was also noted that UBS Global AM, the sub-advisor, had well over $100 billion in assets under management and was part of the UBS Global Asset Management Division, which had over $600 billion of assets under management worldwide.

The board reviewed how transactions in Fund assets are effected. In addition, management reported to the board on, among other things, its disaster recovery plans and portfolio manager compensation plan.

The board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund under the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract.


113



UBS RMA Money Market Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Advisory fees and expense ratios. The board reviewed and considered the contractual advisory and administration fee (the "Contractual Management Fee") payable by the Fund to UBS Financial Services in light of the nature, extent and quality of the advisory and administrative services provided by UBS Financial Services. The board also reviewed and considered any fee waiver arrangement implemented for the Fund and considered the actual fee rate (after taking any waivers and reimbursements into account) (the "Actual Management Fee"). The board also considered that the Fund's Contractual Management Fee was reduced by a contractual fee waiver arrangement so that the management fee will not exceed the following breakpoint schedule: up to $1.0 billion in average daily net assets—0.50%; in excess of $1.0 billion and up to $1.5 billion in average daily ne t assets—0.44%; over $1.5 billion in average daily net assets—0.36%. The board noted that UBS Financial Services had also agreed that it would cap the Fund's aggregate management and service fees so that the total of these two expenses would not exceed the Fund's Contractual Management Fee.

In connection with its consideration of management fees for UBS funds generally, the board also received information on UBS Global AM's standard institutional account fees. There was no direct parallel for a money market fund on the institutional account fee schedule, although information was included for fixed income products with a short duration. Management explained to the board that it believed that such information was of limited usefulness as separately managed and institutional accounts were not subject to the constraints under the 1940 Act, which applied to the Fund. The board noted management's explanation that comparisons with such accounts may be of limited relevance given the different structures and regulatory requirements of mutual funds versus such accounts and the differences in the levels of services required by mutual funds and such accounts. The board also received information on fees charged to other mutual funds managed by UBS Financial Services or UBS Global AM.


114



UBS RMA Money Market Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

The board also received and considered information comparing the Fund's Contractual Management Fee, Actual Management Fee and overall expenses with those of funds in a group of funds selected and provided by Lipper, Inc. ("Lipper"), an independent provider of investment company data (the "Expense Group"). In addition to the Contractual and Actual Management Fees, the board also reviewed and considered total expenses of the Fund. The comparative Lipper information showed that the Fund's Contractual Management Fee, Actual Management Fee and total expenses were each in the third quintile for its Expense Group for the comparison periods utilized in the Lipper report (with the first quintile representing that fifth of the funds in the Expense Group with the lowest level of fees or expenses, as applicable, and the fifth quintile representing that fifth of the funds in the Expense Group with the highest level of fees or expenses, as ap plicable).

The board did not receive comparative information from Lipper with respect to the Fund's sub-advisory and sub-administration fee (together, the "Sub-Advisory Fee"). The board noted that the compensation paid to UBS Global AM is paid by UBS Financial Services, not the Fund, and, accordingly, that the retention of UBS Global AM does not increase the fees otherwise incurred by the Fund's shareholders.

Taking all of the above into consideration, the board determined that the management fee and Sub-Advisory Fee were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract.

Fund performance. The board received and considered performance information of the Fund compared to other funds (the "Performance Universe") selected by Lipper over the one-, three-, five- and ten-year and since inception periods ended April 30, 2006. The board was provided with a description of the methodology Lipper used to determine the similarity of the


115



UBS RMA Money Market Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Fund with the funds included in its Performance Universe. The board also noted that it had received information throughout the year at periodic intervals with respect to the Fund's performance.

The comparative Lipper information showed that the Fund's performance was in the second quintile for each of the periods shown (with the first quintile representing that fifth of the funds in the Performance Universe with the highest performance and the fifth quintile representing that fifth of the funds in the Performance Universe with the lowest performance). Based on its review, the board concluded that the Fund's investment performance was satisfactory.

Economies of scale. The board received and considered information from management regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders.

The board noted that the Fund's Contractual Management Fee, after giving effect to the contractual waivers, contained breakpoints. The board considered that the Fund's asset level exceeded the breakpoints and, as a result, the Fund and its shareholders realized certain economies of scale because the total expense ratio of the Fund was lower than if no breakpoints had been in place. Accordingly, the board determined that economies of scale were passed on to shareholders in the form of breakpoints to the management fee. The board also noted that as the Fund's assets have increased over time, it has realized other economies of scale as certain expenses, such as fees for directors, auditors and legal fees, become a smaller percentage of overall assets. The board also noted that the Fund's Sub-Advisory Fee did not contain breakpoints but also that, as the


116



UBS RMA Money Market Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Sub-Advisory Fee is paid by UBS Financial Services, not the Fund, separate considerations of economies of scale with respect to the Sub-Advisory Fee were not relevant.

Generally, in light of UBS Financial Services' profitability data, management fee, and the breakpoints currently in place, the board believed that UBS Financial Services' sharing of current economies of scale with the Fund was acceptable.

Other benefits to UBS Global AM. The board considered other benefits received by UBS Financial Services, UBS Global AM and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment management, sub-advisory, administrative, sub-administrative and other services to the Fund and UBS Financial Services' and UBS Global AM's ongoing commitment to the Fund, the profits and other ancillary benefits that UBS Financial Services and its affiliates received were considered reasonable. In light of all of the foregoing, the board approved the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract to continue for another year.

In making its decision, the board identified no single factor as being determinative in approving the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract. The Independent Directors were advised by separate independent legal counsel throughout the process. The board discussed the proposed continuance of the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract in a private session with their independent legal counsel at which no representatives of UBS Financial Services or UBS Global AM were present.


117



UBS RMA U.S. Government Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Background. At a meeting of the board of UBS RMA Money Fund Inc. (the "Corporation") on July 19, 2006, the members of the board, including the directors who are not "interested persons" of the Corporation ("Independent Directors"), as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), considered and approved the continuance of the Investment Advisory and Administration Contract between the Corporation and UBS Financial Services Inc. ("UBS Financial Services"), with respect to UBS RMA U.S. Government Portfolio (the "Fund") (the "Investment Advisory and Administration Contract") and the Sub-Advisory and Sub-Administration Contract between UBS Financial Services and UBS Global Asset Mana gement (Americas) Inc. ("UBS Global AM") with respect to the Fund ("Sub-Advisory and Sub-Administration Contract"). In preparing for the meeting, the board members had requested and received information from UBS Financial Services and UBS Global AM to assist them, including performance and expense information for other investment companies with similar investment objectives. The board received and considered a variety of information about UBS Financial Services and UBS Global AM, as well as the advisory, sub-advisory, administrative, sub-administrative and distribution arrangements for the Fund. The Independent Directors discussed the materials initially provided by management prior to the scheduled board meeting in a session with their independent legal counsel and requested, and received from management, supplemental materials to assist them in their consideration of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract. The board received materials detailing the administrative and sub-administrative services provided to the Fund by UBS Financial Services and UBS Global AM, respectively, which include providing accounting and financial analysis, ensuring that all financial and tax regulatory reporting requirements are met, certifying required Securities and Exchange Commission documentation and monitoring the performance of the Fund's service providers.

The Independent Directors also met for several hours the evening before the board meeting and met again after management's presentation was completed to review the disclosure


118



UBS RMA U.S. Government Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

that had been made to them at the meeting. At all of these sessions the Independent Directors met in session with their independent legal counsel. The Independent Directors also received a memorandum from their independent legal counsel discussing the duties of board members in considering approval of advisory, administration, distribution and service agreements.

In its consideration of the approval of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract, the board considered the following factors:

Nature, extent and quality of the services under the investment advisory and administration contract and the sub-advisory and sub-administration contract. The board received and considered information regarding the nature, extent and quality of management and sub-advisory services provided to the Fund by UBS Financial Services under the Investment Advisory and Administration Contract and UBS Global AM and its predecessor, UBS Global Asset Management (US) Inc., under the Sub-Advisory and Sub-Administration Contract (and a predecessor agreement) during the past year. The board also received a description of the administrative and other services rendered to the Fund and its shareholders by management, including in particular UBS Financial Services' oversight of UBS Global AM's provision of sub-advisory and sub-administration services. The board noted th at information received at regular meetings throughout the year related to the services rendered by UBS Financial Services concerning the management of the Fund's affairs and UBS Financial Services' role in overseeing UBS Global AM's provision of sub-advisory and sub-administrative services to the Fund and management's role in coordinating providers of other services to the Fund, including custody, accounting and transfer agency services. The board's evaluation of the services provided by UBS Financial Services and UBS Global AM took into account the board's knowledge and familiarity gained as board members of funds in the UBS New York fund complex, including the scope and quality of UBS Financial Services' and UBS Global AM's investment management, sub-advisory and other capabilities and the quality of management's


119



UBS RMA U.S. Government Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

administrative, sub-administrative and other services. The board observed that the scope of services provided by management had expanded over time as a result of regulatory and other developments, including maintaining and monitoring UBS Global AM's own and the Fund's expanded compliance programs.

The board had available to it the qualifications, backgrounds and responsibilities of the Fund's senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund and recognized that many of these persons report to the board regularly, some at every board meeting, and that at each regular meeting the board receives a detailed report on the Fund's performance. The board also considered, based on its knowledge of UBS Financial Services, UBS Global AM and their affiliates, the financial resources available to management and its parent organization, UBS AG. In that regard, the board received extensive financial information regarding UBS Financial Services and UBS Global AM and noted that they are wholly owned, indirect subsidiaries of one of the largest financial services firms in the world. It was also noted that UBS Global AM, the sub-advisor, had well over $100 billion in assets under management and was part of the UBS Global Asset Management Division, which had over $600 billion of assets under management worldwide.

The board reviewed how transactions in Fund assets are effected. In addition, management reported to the board on, among other things, its disaster recovery plans and portfolio manager compensation plan.

The board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund under the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract.

Advisory fees and expense ratios.  The board reviewed and considered the contractual advisory and administration fee (the


120



UBS RMA U.S. Government Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

"Contractual Management Fee") payable by the Fund to UBS Financial Services in light of the nature, extent and quality of the advisory and administrative services provided by UBS Financial Services. The board also reviewed and considered any fee waiver and/or expense reimbursement arrangement implemented for the Fund and considered the actual fee rate (after taking any waivers and reimbursements into account) (the "Actual Management Fee").

In connection with its consideration of management fees for UBS funds generally, the board also received information on UBS Global AM's standard institutional account fees. There was no direct parallel for a money market fund on the institutional account fee schedule, although information was included for fixed income products with a short duration. Management explained to the board that it believed that such information was of limited usefulness as separately managed and institutional accounts were not subject to the constraints under the 1940 Act, which applied to the Fund. The board noted management's explanation that comparisons with such accounts may be of limited relevance given the different structures and regulatory requirements of mutual funds versus such accounts and the differences in the levels of services required by mutual funds and such accounts. The board also received information on fees charged to other mutual funds managed by UBS Financial Services or UBS Global AM.

The board also received and considered information comparing the Fund's Contractual Management Fee, Actual Management Fee and overall expenses with those of funds in a group of funds selected and provided by Lipper, Inc. ("Lipper"), an independent provider of investment company data (the "Expense Group"). In addition to the Contractual and Actual Management Fees, the board also reviewed and considered total expenses of the Fund. The comparative Lipper information showed that the Fund's Contractual Management Fee and Actual Management Fee were in the third quintile and its total expenses were in the second quintile for its Expense Group for


121



UBS RMA U.S. Government Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

the comparison periods utilized in the Lipper report (with the first quintile representing that fifth of the funds in the Expense Group with the lowest level of fees or expenses, as applicable, and the fifth quintile representing that fifth of the funds in the Expense Group with the highest level of fees or expenses, as applicable).

The board did not receive comparative information from Lipper with respect to the Fund's sub-advisory and sub-administration fee (together, the "Sub-Advisory Fee"). The board noted that the compensation paid to UBS Global AM is paid by UBS Financial Services, not the Fund, and, accordingly, that the retention of UBS Global AM does not increase the fees otherwise incurred by the Fund's shareholders.

Taking all of the above into consideration, the board determined that the management fee and Sub-Advisory Fee were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract.

Fund performance. The board received and considered performance information of the Fund compared to other funds (the "Performance Universe") selected by Lipper over the one-, three-, five- and ten-year and since inception periods ended April 30, 2006. The board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in its Performance Universe. The board also noted that it had received information throughout the year at periodic intervals with respect to the Fund's performance.

The comparative Lipper information showed that the Fund's performance was in the third quintile for the one-, three- and ten-year periods and since inception and in the second quintile for the five-year period (with the first quintile representing that fifth of the funds in the Performance Universe with the highest


122



UBS RMA U.S. Government Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

performance and the fifth quintile representing that fifth of the funds in the Performance Universe with the lowest performance). Based on its review, the board concluded that the Fund's investment performance was satisfactory.

Economies of scale. The board received and considered information from management regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders.

The board noted that the Fund's Contractual Management Fee contained breakpoints. The board considered that the Fund's asset level exceeded the breakpoints and, as a result, the Fund and its shareholders realized certain economies of scale because the total expense ratio of the Fund was lower than if no breakpoints had been in place. Accordingly, the board determined that economies of scale were passed on to shareholders in the form of breakpoints to the management fee. The board also noted that as the Fund's assets have increased over time, it has realized other economies of scale as certain expenses, such as fees for directors, auditors and legal fees, become a smaller percentage of overall assets. The board also noted that the Fund's Sub-Advisory Fee did not contain breakpoints but also that, as the Sub-Advisory Fee is paid by UBS Financial Services, not the Fund, separate considerations of economies of scale with respect to the Sub-Advisory Fee were not relevant.

Generally, in light of UBS Financial Services' profitability data, management fee, and the breakpoints currently in place, the board believed that UBS Financial Services' sharing of current economies of scale with the Fund was acceptable.


123



UBS RMA U.S. Government Portfolio

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Other benefits to UBS Global AM. The board considered other benefits received by UBS Financial Services, UBS Global AM and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment management, sub-advisory, administrative, sub-administrative and other services to the Fund and UBS Financial Services' and UBS Global AM's ongoing commitment to the Fund, the profits and other ancillary benefits that UBS Financial Services and its affiliates received were considered reasonable. In light of all of the foregoing, the board approved the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract to continue for another year.

In making its decision, the board identified no single factor as being determinative in approving the Investment Advisory and Administration Contract and the Sub-Advisory and SubAdministration Contract. The Independent Directors were advised by separate independent legal counsel throughout the process. The board discussed the proposed continuance of the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract in a private session with their independent legal counsel at which no representatives of UBS Financial Services or UBS Global AM were present.


124



UBS RMA Tax-Free Fund Inc.

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Background. At a meeting of the board of UBS RMA Tax-Free Fund Inc. (the "Fund") on July 19, 2006, the members of the board, including the directors who are not "interested persons" of the Fund ("Independent Directors"), as defined in the Investment Company Act of 1940, as amended (1940 Act), considered and approved the continuance of the Investment Advisory and Administration Contract between the Fund and UBS Financial Services Inc. ("UBS Financial Services") (the "Investment Advisory and Administration Contract") and the Sub-Advisory and Sub-Administration Contract between UBS Financial Services and UBS Global Asset Management (Americas) Inc. ("UBS Global AM") ("Sub-Advisory and Sub-Administration Contract"). In preparing for the meeting, the board members had requested and received information from UBS Financial Services and UBS Global AM to assis t them, including performance and expense information for other investment companies with similar investment objectives. The board received and considered a variety of information about UBS Financial Services and UBS Global AM, as well as the advisory, sub-advisory, administrative, sub-administrative and distribution arrangements for the Fund. The Independent Directors discussed the materials initially provided by management prior to the scheduled board meeting in a session with their independent legal counsel and requested, and received from management, supplemental materials to assist them in their consideration of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract. The board received materials detailing the administrative and sub-administrative services provided to the Fund by UBS Financial Services and UBS Global AM, respectively, which include providing accounting and financial analysis, ensuring that all financial and tax regulatory reporting requiremen ts are met, certifying required Securities and Exchange Commission documentation and monitoring the performance of the Fund's service providers.

The Independent Directors also met for several hours the evening before the board meeting and met again after management's presentation was completed to review the disclosure


125



UBS RMA Tax-Free Fund Inc.

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

that had been made to them at the meeting. At all of these sessions the Independent Directors met in session with their independent legal counsel. The Independent Directors also received a memorandum from their independent legal counsel discussing the duties of board members in considering approval of advisory, administration, distribution and service agreements.

In its consideration of the approval of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract, the board considered the following factors:

Nature, extent and quality of the services under the investment advisory and administration contract and sub-advisory and sub-administration contract. The board received and considered information regarding the nature, extent and quality of management and sub-advisory services provided to the Fund by UBS Financial Services under the Investment Advisory and Administration Contract and UBS Global AM and its predecessor, UBS Global Asset Management (US) Inc., under the Sub-Advisory and Sub-Administration Contract (and a predecessor agreement) during the past year. The board also received a description of the administrative and other services rendered to the Fund and its shareholders by management, including in particular UBS Financial Services' oversight of UBS Global AM's provision of sub-advisory and sub-administration services. The board noted that i nformation received at regular meetings throughout the year related to the services rendered by UBS Financial Services concerning the management of the Fund's affairs and UBS Financial Services' role in overseeing UBS Global AM's provision of sub-advisory and sub-administrative services to the Fund and management's role in coordinating providers of other services to the Fund, including custody, accounting and transfer agency services. The board's evaluation of the services provided by UBS Financial Services and UBS Global AM took into account the board's knowledge and familiarity gained as board members of funds in the UBS New York fund complex, including the scope and quality of


126



UBS RMA Tax-Free Fund Inc.

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

UBS Financial Services' and UBS Global AM's investment management, sub-advisory and other capabilities and the quality of management's administrative, sub-administrative and other services. The board observed that the scope of services provided by management had expanded over time as a result of regulatory and other developments, including maintaining and monitoring UBS Global AM's own and the Fund's expanded compliance programs.

The board had available to it the qualifications, backgrounds and responsibilities of the Fund's senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund and recognized that many of these persons report to the board regularly, some at every board meeting, and that at each regular meeting the board receives a detailed report on the Fund's performance. The board also considered, based on its knowledge of UBS Financial Services, UBS Global AM and their affiliates, the financial resources available to management and its parent organization, UBS AG. In that regard, the board received extensive financial information regarding UBS Financial Services and UBS Global AM and noted that they are wholly owned, indirect subsidiaries of one of the largest financial services firms in the world. It was also noted that UBS Global AM, the sub-advisor, had well over $100 billion in assets under management and was part of the UBS Global Asset Management Division, which had over $600 billion of assets under management worldwide.

The board reviewed how transactions in Fund assets are effected. In addition, management reported to the board on, among other things, its disaster recovery plans and portfolio manager compensation plan.

The board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund under the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract.


127



UBS RMA Tax-Free Fund Inc.

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Advisory fees and expense ratios. The board reviewed and considered the contractual advisory and administration fee (the "Contractual Management Fee") payable by the Fund to UBS Financial Services in light of the nature, extent and quality of the advisory and administrative services provided by UBS Financial Services. The board also reviewed and considered any fee waiver and/or expense reimbursement arrangement implemented for the Fund and considered the actual fee rate (after taking any waivers and reimbursements into account) (the "Actual Management Fee").

In connection with its consideration of management fees for UBS funds generally, the board also received information on UBS Global AM's standard institutional account fees. There was no direct parallel for a money market fund on the institutional account fee schedule, although information was included for fixed income products with a short duration. Management believed that such information was of limited usefulness as separately managed and institutional accounts were not subject to the constraints under the 1940 Act, which applied to the Fund. The board noted management's explanation that comparisons with such accounts may be of limited relevance given the different structures and regulatory requirements of mutual funds versus such accounts and the differences in the levels of services required by mutual funds and such accounts. The board also received information on fees charged to other mutual funds managed by UBS Financial Services or UBS Global AM.

The board also received and considered information comparing the Fund's Contractual Management Fee, Actual Management Fee and overall expenses with those of funds in a group of funds selected and provided by Lipper, Inc. ("Lipper"), an independent provider of investment company data (the "Expense Group"). In addition to the Contractual and Actual Management Fees, the board also reviewed and considered total expenses of the Fund. The comparative Lipper information showed that the Fund's Contractual Management Fee was in the third quintile, its Actual


128



UBS RMA Tax-Free Fund Inc.

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Management Fee was in the fourth quintile and its total expenses were in the second quintile for its Expense Group for the comparison periods utilized in the Lipper report (with the first quintile representing that fifth of the funds in the Expense Group with the lowest level of fees or expenses, as applicable, and the fifth quintile representing that fifth of the funds in the Expense Group with the highest level of fees or expenses, as applicable).

The board did not receive comparative information from Lipper with respect to the Fund's sub-advisory and sub-administration fee (together, the "Sub-Advisory Fee"). The board noted that the compensation paid to UBS Global AM is paid by UBS Financial Services, not the Fund, and, accordingly, that the retention of UBS Global AM does not increase the fees otherwise incurred by the Fund's shareholders.

Taking all of the above into consideration, the board determined that the management fee and Sub-Advisory Fee were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract.

Fund performance. The board received and considered performance information of the Fund compared to other funds (the "Performance Universe") selected by Lipper over the one-, three-, five- and ten-year and since inception periods ended April 30, 2006. The board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in its Performance Universe. The board also noted that it had received information throughout the year at periodic intervals with respect to the Fund's performance.

The comparative Lipper information showed that the Fund's performance was in the second quintile for the one- and three-year periods, in the third quintile for the five- and ten-year periods, and in the fourth quintile for the since inception period (with the first quintile representing that fifth of the funds in the


129



UBS RMA Tax-Free Fund Inc.

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Performance Universe with the highest performance and the fifth quintile representing that fifth of the funds in the Performance Universe with the lowest performance). Based on its review, the board concluded that the Fund's investment performance was satisfactory.

Economies of scale. The board received and considered information from management regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders. The board also considered whether alternative fee structures (such as breakpoints) would be more appropriate or reasonable taking into consideration economies of scale or other efficiencies.

The board noted that the Fund's Contractual Management Fee contained breakpoints. The board considered that the Fund's asset level exceeded the breakpoints and, as a result, the Fund and its shareholders realized certain economies of scale because the total expense ratio of the Fund was lower than if no breakpoints had been in place. Accordingly, the board determined that economies of scale were passed on to shareholders in the form of breakpoints to the management fee. The board also noted that as the Fund's assets have increased over time, it has realized other economies of scale as certain expenses, such as fees for directors, auditors and legal fees, become a smaller percentage of overall assets. The board also noted that the Fund's sub-advisory fee did not contain breakpoints but also that, as the sub-advisory fee is paid by UBS Financial Services, not the Fund, separate considerations of economies of scale with respect to the sub-advisory fee were not relevant.

Generally, in light of UBS Financial Services' profitability data, management fee, and the breakpoints currently in place, the


130



UBS RMA Tax-Free Fund Inc.

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

board believed that UBS Financial Services' sharing of current economies of scale with the Fund was acceptable.

Other benefits to UBS Global AM. The board considered other benefits received by UBS Financial Services, UBS Global AM and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment management, sub-advisory, administrative, sub-administrative and other services to the Fund and UBS Financial Services' and UBS Global AM's ongoing commitment to the Fund, the profits and other ancillary benefits that UBS Financial Services and its affiliates received were considered reasonable. In light of all of the foregoing, the board approved the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract to continue for another year.

In making its decision, the board identified no single factor as being determinative in approving the Investment Advisory and Administration Agreement and the Sub-Advisory and SubAdministration Contract. The Independent Directors were advised by separate independent legal counsel throughout the process. The board discussed the proposed continuance of the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract in a private session with their independent legal counsel at which no representatives of UBS Financial Services or UBS Global AM were present.


131



UBS RMA California Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Background. At a meeting of the board of UBS Managed Municipal Trust (the "Trust") on July 19, 2006, the members of the board, including the trustees who are not "interested persons" of the Trust ("Independent Trustees"), as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), considered and approved the continuance of the Investment Advisory and Administration Contract between the Trust and UBS Financial Services Inc. ("UBS Financial Services"), with respect to UBS RMA California Municipal Money Fund (the "Fund") (the "Investment Advisory and Administration Contract") and the Sub-Advisory and Sub-Administration Contract between UBS Financial Services and UBS Global Asset Management (Americas) Inc. ("UBS Global AM") with respect to the Fund ("Sub-Advisory and Sub-Administration Contract"). In preparing for the meeting, the boar d members had requested and received information from UBS Financial Services and UBS Global AM to assist them, including performance and expense information for other investment companies with similar investment objectives. The board received and considered a variety of information about UBS Financial Services and UBS Global AM, as well as the advisory, sub-advisory, administrative, sub-administrative and distribution arrangements for the Fund. The Independent Trustees discussed the materials initially provided by management prior to the scheduled board meeting in a session with their independent legal counsel and requested, and received from management, supplemental materials to assist them in their consideration of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract. The board received materials detailing the administrative and sub-administrative services provided to the Fund by UBS Financial Services and UBS Global AM, respectively, which include providing accounting and financial analysis, ensuring that all financial and tax regulatory reporting requirements are met, certifying required Securities and Exchange Commission documentation and monitoring the performance of the Fund's service providers.

The Independent Trustees also met for several hours the evening before the board meeting and met again after management's presentation was completed to review the disclosure


132



UBS RMA California Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

that had been made to them at the meeting. At all of these sessions the Independent Trustees met in session with their independent legal counsel. The Independent Trustees also received a memorandum from their independent legal counsel discussing the duties of board members in considering approval of advisory, administration, distribution and service agreements.

In its consideration of the approval of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract, the board considered the following factors:

Nature, extent and quality of the services under the investment advisory and administration contract and the sub-advisory and sub-administration contract. The board received and considered information regarding the nature, extent and quality of management and sub-advisory services provided to the Fund by UBS Financial Services under the Investment Advisory and Administration Contract and UBS Global AM and its predecessor, UBS Global Asset Management (US) Inc., under the Sub-Advisory and Sub-Administration Contract (and a predecessor agreement) during the past year. The board also received a description of the administrative and other services rendered to the Fund and its shareholders by management, including in particular UBS Financial Services' oversight of UBS Global AM's provision of sub-advisory and sub-administration services. The board noted th at information received at regular meetings throughout the year related to the services rendered by UBS Financial Services concerning the management of the Fund's affairs and UBS Financial Services' role in overseeing UBS Global AM's provision of sub-advisory and sub-administrative services to the Fund and management's role in coordinating providers of other services to the Fund, including custody, accounting and transfer agency services. The board's evaluation of the services provided by UBS Financial Services and UBS Global AM took into account the board's knowledge and familiarity gained as board members of funds in the UBS New York fund complex, including the scope and quality of UBS Financial Services' and UBS Global AM's investment management,


133



UBS RMA California Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

sub-advisory and other capabilities and the quality of management's administrative, sub-administrative and other services. The board observed that the scope of services provided by management had expanded over time as a result of regulatory and other developments, including maintaining and monitoring UBS Global AM's own and the Fund's expanded compliance programs.

The board had available to it the qualifications, backgrounds and responsibilities of the Fund's senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund and recognized that many of these persons report to the board regularly, some at every board meeting, and that at each regular meeting the board receives a detailed report on the Fund's performance. The board also considered, based on its knowledge of UBS Financial Services, UBS Global AM and their affiliates, the financial resources available to management and its parent organization, UBS AG. In that regard, the board received extensive financial information regarding UBS Financial Services and UBS Global AM and noted that they are wholly owned, indirect subsidiaries of one of the largest financial services firms in the world. It was also noted that UBS Global AM, the sub-advisor, had well over $100 billion in assets under management and was part of the UBS Global Asset Management Division, which had over $600 billion of assets under management worldwide.

The board reviewed how transactions in Fund assets are effected. In addition, management reported to the board on, among other things, its disaster recovery plans and portfolio manager compensation plan.

The board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund under the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract.


134



UBS RMA California Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Advisory fees and expense ratios. The board reviewed and considered the contractual advisory and administration fee (the "Contractual Management Fee") payable by the Fund to UBS Financial Services in light of the nature, extent and quality of the advisory and administrative services provided by UBS Financial Services. The board also reviewed and considered any fee waiver arrangement implemented for the Fund and considered the actual fee rate (after taking any waivers and reimbursements into account) (the "Actual Management Fee").

In connection with its consideration of management fees for UBS funds generally, the board also received information on UBS Global AM's standard institutional account fees. There was no direct parallel for a money market fund on the institutional account fee schedule, although information was included for fixed income products with a short duration. Management explained to the board that it believed that such information was of limited usefulness as separately managed and institutional accounts were not subject to the constraints under the 1940 Act, which applied to the Fund. The board noted management's explanation that comparisons with such accounts may be of limited relevance given the different structures and regulatory requirements of mutual funds versus such accounts and the differences in the levels of services required by mutual funds and such accounts. The board also received information on fees charged to other mutual funds managed by UBS Financial Services or UBS Global AM.

The board also received and considered information comparing the Fund's Contractual Management Fee, Actual Management Fee and overall expenses with those of funds in a group of funds selected and provided by Lipper, Inc. ("Lipper"), an independent provider of investment company data (the "Expense Group"). In addition to the Contractual and Actual Management Fees, the board also reviewed and considered total expenses of the Fund. The comparative Lipper information showed that the Fund's Contractual Management Fee was in the first quintile, its Actual Management Fee was in the third quintile and total expenses were in the fifth quintile for its Expense Group for the comparison periods utilized in the Lipper


135



UBS RMA California Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

report (with the first quintile representing that fifth of the funds in the Expense Group with the lowest level of fees or expenses, as applicable, and the fifth quintile representing that fifth of the funds in the Expense Group with the highest level of fees or expenses, as applicable). Management noted to the board that in comparison with other state tax-free funds' overall expenses, the Fund's total expenses were competitive if its 12b-1 service fee was not included for purposes of the comparison. Management explained that it believed this was a more appropriate comparison as not all funds in the Fund's Expense Group are part of a program that offers additional benefits and features of an RMA-like platform and financial advisor servicing.

The board did not receive comparative information from Lipper with respect to the Fund's sub-advisory and sub-administration fee (together, the "Sub-Advisory Fee"). The board noted that the compensation paid to UBS Global AM is paid by UBS Financial Services, not the Fund, and, accordingly, that the retention of UBS Global AM does not increase the fees otherwise incurred by the Fund's shareholders.

Taking all of the above into consideration, the board determined that the management fee and Sub-Advisory Fee were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract.

Fund performance. The board received and considered performance information of the Fund compared to other funds (the "Performance Universe") selected by Lipper over the one-, three-, five- and ten-year and since inception periods ended April 30, 2006. The board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in its Performance Universe. The board also noted that it had received information throughout the year at periodic intervals with respect to the Fund's performance.


136



UBS RMA California Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

The comparative Lipper information showed that the Fund's performance was in the fourth quintile for the one-, three- and five-year periods and since inception and the fifth quintile for the ten-year period (with the first quintile representing that fifth of the funds in the Performance Universe with the highest performance and the fifth quintile representing that fifth of the funds in its Performance Universe with the lowest performance). Management explained that, in comparison with its Performance Universe, the Fund's portfolio was generally of higher overall credit quality and contained very minimum exposure to positions subject to the alternative minimum tax ("AMT"). Management noted that the Fund was managed in a higher quality, generally more defensive posture than a number of its peers. Both of these portfolio management decisions had resulted in a slightly lower yield over time when compared to its Performance Group. Ma nagement also noted that, as California was a relatively-high tax state, peers that may have less sensitive (or less affluent) a client base tended to incorporate significant exposures to AMT investments, and that these differentials in AMT investments between the Fund and its peers were frequently the reason for the Fund's fourth quintile placement. Management also noted that, more recently, the portfolio management team's decision to have a very short weighted average maturity of its portfolio had penalized performance to a degree. Based on its review and management's explanation, the board concluded that the Fund's investment performance was satisfactory.

Economies of scale. The board received and considered information from management regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders.


137



UBS RMA California Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

The board noted that the Fund's Contractual Management Fee contained breakpoints. The board considered that the Fund's asset level exceeded the breakpoints and, as a result, the Fund and its shareholders realized certain economies of scale because the total expense ratio of the Fund was lower than if no breakpoints had been in place. Accordingly, the board determined that economies of scale were passed on to shareholders in the form of breakpoints to the Management Fee. The board also noted that as the Fund's assets have increased over time, it has realized other economies of scale as certain expenses, such as fees for trustees, auditors and legal fees, become a smaller percentage of overall assets. The board also noted that the Fund's Sub-Advisory Fee did not contain breakpoints but also that, as the Sub-Advisory Fee is paid by UBS Financial Services, not the Fund, separate considerations of economies of scale with respect to t he Sub-Advisory Fee were not relevant.

Generally, in light of UBS Financial Services' profitability data, management fee, and the breakpoints currently in place, the board believed that UBS Financial Services' sharing of current economies of scale with the Fund was acceptable.

Other benefits to UBS Global AM. The board considered other benefits received by UBS Financial Services, UBS Global AM and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment management, sub-advisory, administrative, sub-administrative and other services to the Fund and UBS Financial Services' and UBS Global AM's ongoing commitment to the Fund, the profits and other ancillary benefits that UBS Financial Services and its affiliates received were considered reasonable. In light of all of the foregoing, the board approved the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract to continue for another year.


138



UBS RMA California Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

In making its decision, the board identified no single factor as being determinative in approving the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract. The Independent Trustees were advised by separate independent legal counsel throughout the process. The board discussed the proposed continuance of the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract in a private session with their independent legal counsel at which no representatives of UBS Financial Services or UBS Global AM were present.


139



UBS RMA New York Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Background. At a meeting of the board of UBS Managed Municipal Trust (the "Trust") on July 19, 2006, the members of the board, including the trustees who are not "interested persons" of the Trust ("Independent Trustees"), as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), considered and approved the continuance of the Investment Advisory and Administration Contract between the Trust and UBS Financial Services Inc. ("UBS Financial Services"), with respect to UBS RMA New York Municipal Money Fund (the "Fund") (the "Investment Advisory and Administration Contract") and the Sub-Advisory and Sub-Administration Contract between UBS Financial Services and UBS Global Asset Management (Americas) Inc. ("UBS Global AM") with respect to the Fund ("Sub-Advisory and Sub-Administration Contract"). In preparing for the meeting, the board members had requested and received information from UBS Financial Services and UBS Global AM to assist them, including performance and expense information for other investment companies with similar investment objectives. The board received and considered a variety of information about UBS Financial Services and UBS Global AM, as well as the advisory, sub-advisory, administrative, sub-administrative and distribution arrangements for the Fund. The Independent Trustees discussed the materials initially provided by management prior to the scheduled board meeting in a session with their independent legal counsel and requested, and received from management, supplemental materials to assist them in their consideration of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract. The board received materials detailing the administrative and sub-administrative services provided to the Fund by UBS Financial Services and UBS Global AM, respectively, which include providing ac counting and financial analysis, ensuring that all financial and tax regulatory reporting requirements are met, certifying required Securities and Exchange Commission documentation and monitoring the performance of the Fund's service providers.

The Independent Trustees also met for several hours the evening before the board meeting and met again after management's presentation was completed to review the disclosure


140



UBS RMA New York Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

that had been made to them at the meeting. At all of these sessions the Independent Trustees met in session with their independent legal counsel. The Independent Trustees also received a memorandum from their independent legal counsel discussing the duties of board members in considering approval of advisory, administration, distribution and service agreements.

In its consideration of the approval of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract, the board considered the following factors:

Nature, extent and quality of the services under the investment advisory and administration contract and the sub-advisory and sub-administration contract. The board received and considered information regarding the nature, extent and quality of management and sub-advisory services provided to the Fund by UBS Financial Services under the Investment Advisory and Administration Contract and UBS Global AM and its predecessor, UBS Global Asset Management (US) Inc., under the Sub-Advisory and Sub-Administration Contract (and a predecessor agreement) during the past year. The board also received a description of the administrative and other services rendered to the Fund and its shareholders by management, including in particular UBS Financial Services' oversight of UBS Global AM's provision of sub-advisory and sub-administration services. The board noted th at information received at regular meetings throughout the year related to the services rendered by UBS Financial Services concerning the management of the Fund's affairs and UBS Financial Services' role in overseeing UBS Global AM's provision of sub-advisory and sub-administrative services to the Fund and management's role in coordinating providers of other services to the Fund, including custody, accounting and transfer agency services. The board's evaluation of the services provided by UBS Financial Services and UBS Global AM took into account the board's knowledge and familiarity gained as board members of funds in the UBS New York fund complex, including the scope and quality of UBS Financial Services' and UBS Global AM's investment


141



UBS RMA New York Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

management, sub-advisory and other capabilities and the quality of management's administrative, sub-administrative and other services. The board observed that the scope of services provided by management had expanded over time as a result of regulatory and other developments, including maintaining and monitoring UBS Global AM's own and the Fund's expanded compliance programs.

The board had available to it the qualifications, backgrounds and responsibilities of the Fund's senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund and recognized that many of these persons report to the board regularly, some at every board meeting, and that at each regular meeting the board receives a detailed report on the Fund's performance. The board also considered, based on its knowledge of UBS Financial Services, UBS Global AM and their affiliates, the financial resources available to management and its parent organization, UBS AG. In that regard, the board received extensive financial information regarding UBS Financial Services and UBS Global AM and noted that they are wholly owned, indirect subsidiaries of one of the largest financial services firms in the world. It was also noted that UBS Global AM, the sub-advisor, had well over $100 billion in assets under management and was part of the UBS Global Asset Management Division, which had over $600 billion of assets under management worldwide.

The board reviewed how transactions in Fund assets are effected. In addition, management reported to the board on, among other things, its disaster recovery plans and portfolio manager compensation plan.

The board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund under the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract.


142



UBS RMA New York Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Advisory fees and expense ratios. The board reviewed and considered the contractual advisory and administration fee (the "Contractual Management Fee") payable by the Fund to UBS Financial Services in light of the nature, extent and quality of the advisory and administrative services provided by UBS Financial Services. The board also reviewed and considered any fee waiver arrangement implemented for the Fund and considered the actual fee rate (after taking any waivers and reimbursements into account) (the "Actual Management Fee").

In connection with its consideration of management fees for UBS funds generally, the board also received information on UBS Global AM's standard institutional account fees. There was no direct parallel for a money market fund on the institutional account fee schedule, although information was included for fixed income products with a short duration. Management explained to the board that it believed that such information was of limited usefulness as separately managed and institutional accounts were not subject to the constraints under the 1940 Act, which applied to the Fund. The board noted management's explanation that comparisons with such accounts may be of limited relevance given the different structures and regulatory requirements of mutual funds versus such accounts and the differences in the levels of services required by mutual funds and such accounts. The board also received information on fees charged to other mutual funds managed by UBS Financial Services or UBS Global AM.

The board also received and considered information comparing the Fund's Contractual Management Fee, Actual Management Fee and overall expenses with those of funds in a group of funds selected and provided by Lipper, Inc. ("Lipper"), an independent provider of investment company data (the "Expense Group"). In addition to the Contractual and Actual Management Fees, the board also reviewed and considered total expenses of the Fund. The comparative Lipper information showed that the Fund's Contractual Management Fee was in the second quintile, its Actual Management Fee was in the third quintile and total expenses were in the fourth quintile for its Expense Group for the comparison periods utilized in the Lipper


143



UBS RMA New York Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

report (with the first quintile representing that fifth of the funds in the Expense Group with the lowest level of fees or expenses, as applicable, and the fifth quintile representing that fifth of the funds in the Expense Group with the highest level of fees or expenses, as applicable). Management noted to the board that in comparison with other state tax-free funds' overall expenses, the Fund's total expenses were competitive if its 12b-1 service fee was not included for purposes of the comparison. Management explained that it believed this was a more appropriate comparison as not all funds in the Fund's Expense Group are part of a program that offers additional benefits and features of an RMA-like platform and financial advisor servicing. Management also noted that although the Fund's total expenses were in the fourth quintile, they were only one basis point (0.01%) higher than the Expense Group Median.

The board did not receive comparative information from Lipper with respect to the Fund's sub-advisory and sub-administration fee (together, the "Sub-Advisory Fee"). The board noted that the compensation paid to UBS Global AM is paid by UBS Financial Services, not the Fund, and, accordingly, that the retention of UBS Global AM does not increase the fees otherwise incurred by the Fund's shareholders.

Taking all of the above into consideration, the board determined that the management fee and Sub-Advisory Fee were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract.

Fund performance. The board received and considered performance information of the Fund compared to other funds (the "Performance Universe") selected by Lipper over the one-, three-, five- and ten-year and since inception periods ended April 30, 2006. The board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in its Performance Universe. The board also noted that it had received information throughout the year at periodic intervals with respect to the Fund's performance.


144



UBS RMA New York Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

The comparative Lipper information showed that the Fund's performance was in the fourth quintile for the one-, three-, five- and ten-year periods (with the first quintile representing that fifth of the funds in the Performance Universe with the highest performance and the fifth quintile representing that fifth of the funds in the Performance Universe with the lowest performance). Management explained that, in comparison with its Performance Universe, the Fund's portfolio was generally of higher overall credit quality and contained very minimum exposure to positions subject to the alternative minimum tax ("AMT"). Management noted that the Fund was managed in a higher quality, generally more defensive posture than a number of its peers. Both of these portfolio management decisions had resulted in a slightly lower yield over time when compared to its Performance Group. Management also noted that, as New York was a relatively-high t ax state, peers that may have less sensitive (or less affluent) a client base tended to incorporate significant exposures to AMT investments, and that these differentials in AMT investments between the Fund and its peers were frequently the reason for the Fund's fourth quintile placement. Management also noted that, more recently, the portfolio management team's decision to have a very short weighted average maturity of its portfolio had penalized performance to a degree. Based on its review and management's explanation, the board concluded that the Fund's investment performance was satisfactory.

Economies of scale. The board received and considered information from management regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders.


145



UBS RMA New York Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

The board noted that the Fund's Contractual Management Fee contained breakpoints. The board considered that the Fund's asset level exceeded the first breakpoint and, as a result, the Fund and its shareholders realized certain economies of scale because the total expense ratio of the Fund was lower than if no breakpoints had been in place. Accordingly, the board determined that economies of scale were passed on to shareholders in the form of breakpoints to the Management Fee. The board also noted that as the Fund's assets have increased over time, it has realized other economies of scale as certain expenses, such as fees for trustees, auditors and legal fees, become a smaller percentage of overall assets. The board also noted that the Fund's Sub-Advisory Fee did not contain breakpoints but also that, as the Sub-Advisory Fee is paid by UBS Financial Services, not the Fund, separate considerations of economies of scale with respect to the Sub-Advisory Fee were not relevant.

Generally, in light of UBS Financial Services' profitability data, management fee, and the breakpoints currently in place, the board believed that UBS Financial Services' sharing of current economies of scale with the Fund was acceptable.

Other benefits to UBS Global AM. The board considered other benefits received by UBS Financial Services, UBS Global AM and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment management, sub-advisory, administrative, sub-administrative and other services to the Fund and UBS Financial Services' and UBS Global AM's ongoing commitment to the Fund, the profits and other ancillary benefits that UBS Financial Services and its affiliates received were considered reasonable. In light of all of the foregoing, the board approved the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract to continue for another year.


146



UBS RMA New York Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

In making its decision, the board identified no single factor as being determinative in approving the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract. The Independent Trustees were advised by separate independent legal counsel throughout the process. The board discussed the proposed continuance of the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract in a private session with their independent legal counsel at which no representatives of UBS Financial Services or UBS Global AM were present.


147



UBS RMA New Jersey Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Background. At a meeting of the board of UBS Municipal Money Market Series (the "Trust") on July 19, 2006, the members of the board, including the trustees who are not "interested persons" of the Trust ("Independent Trustees"), as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), considered and approved the continuance of the Investment Advisory and Administration Contract between the Trust and UBS Financial Services Inc. ("UBS Financial Services"), with respect to UBS RMA New Jersey Municipal Money Fund (the "Fund") (the "Investment Advisory and Administration Contract") and the Sub-Advisory and Sub-Administration Contract between UBS Financial Services and UBS Global Asset Management (Americas) Inc. ("UBS Global AM") with respect to the Fund ("Sub-Advisory and SubAdministration Contract"). In preparing for the meeting, the board members had requested and received information from UBS Financial Services and UBS Global AM to assist them, including performance and expense information for other investment companies with similar investment objectives. The board received and considered a variety of information about UBS Financial Services and UBS Global AM, as well as the advisory, sub-advisory, administrative, sub-administrative and distribution arrangements for the Fund. The Independent Trustees discussed the materials initially provided by management prior to the scheduled board meeting in a session with their independent legal counsel and requested, and received from management, supplemental materials to assist them in their consideration of the Investment Advisory and Administration Contract and Sub-Advisory and SubAdministration Contract. The board received materials detailing the administrative and sub-administrative services provided to the Fund by UBS Financial Services and UBS Global AM, respectively, which include provid ing accounting and financial analysis, ensuring that all financial and tax regulatory reporting requirements are met, certifying required Securities and Exchange Commission documentation and monitoring the performance of the Fund's service providers.

The Independent Trustees also met for several hours the evening before the board meeting and met again after management's presentation was completed to review the disclosure that had been made to them at the meeting. At all of these sessions the Independent Trustees met in session with their


148



UBS RMA New Jersey Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

independent legal counsel. The Independent Trustees also received a memorandum from their independent legal counsel discussing the duties of board members in considering approval of advisory, administration, distribution and service agreements.

In its consideration of the approval of the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract, the board considered the following factors:

Nature, extent and quality of the services under the investment advisory and administration contract and the sub-advisory and sub-administration contract. The board received and considered information regarding the nature, extent and quality of management and sub-advisory services provided to the Fund by UBS Financial Services under the Investment Advisory and Administration Contract and UBS Global AM and its predecessor, UBS Global Asset Management (US) Inc., under the Sub-Advisory and Sub-Administration Contract (and a predecessor agreement) during the past year. The board also received a description of the administrative and other services rendered to the Fund and its shareholders by management, including in particular UBS Financial Services' oversight of UBS Global AM's provision of sub-advisory and sub-administration services. The board noted th at information received at regular meetings throughout the year related to the services rendered by UBS Financial Services concerning the management of the Fund's affairs and UBS Financial Services' role in overseeing UBS Global AM's provision of sub-advisory and sub-administrative services to the Fund and management's role in coordinating providers of other services to the Fund, including custody, accounting and transfer agency services. The board's evaluation of the services provided by UBS Financial Services and UBS Global AM took into account the board's knowledge and familiarity gained as board members of funds in the UBS New York fund complex, including the scope and quality of UBS Financial Services' and UBS Global AM's investment management, subadvisory and other capabilities and the quality of management's administrative, sub-administrative and other services. The board observed that the scope of services provided by management had


149



UBS RMA New Jersey Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

expanded over time as a result of regulatory and other developments, including maintaining and monitoring UBS Global AM's own and the Fund's expanded compliance programs.

The board had available to it the qualifications, backgrounds and responsibilities of the Fund's senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund and recognized that many of these persons report to the board regularly, some at every board meeting, and that at each regular meeting the board receives a detailed report on the Fund's performance. The board also considered, based on its knowledge of UBS Financial Services, UBS Global AM and their affiliates, the financial resources available to management and its parent organization, UBS AG. In that regard, the board received extensive financial information regarding UBS Financial Services and UBS Global AM and noted that they are wholly owned, indirect subsidiaries of one of the largest financial services firms in the world. It was also noted that UBS Global AM, the sub-advisor, had well over $100 billion in assets under management and was part of the UBS Global Asset Management Division, which had over $600 billion of assets under management worldwide.

The board reviewed how transactions in Fund assets are effected. In addition, management reported to the board on, among other things, its disaster recovery plans and portfolio manager compensation plan.

The board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Fund under the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract.

Advisory fees and expense ratios. The board reviewed and considered the contractual advisory and administration fee (the "Contractual Management Fee") payable by the Fund to UBS Financial Services in light of the nature, extent and quality of the advisory and administrative services provided by UBS Financial


150



UBS RMA New Jersey Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Services. The board also reviewed and considered any fee waiver arrangement implemented for the Fund and considered the actual fee rate (after taking any waivers and reimbursements into account) (the "Actual Management Fee").

In connection with its consideration of management fees for UBS funds generally, the board also received information on UBS Global AM's standard institutional account fees. There was no direct parallel for a money market fund on the institutional account fee schedule, although information was included for fixed income products with a short duration. Management explained to the board that it believed that such information was of limited usefulness as separately managed and institutional accounts were not subject to the constraints under the 1940 Act, which applied to the Fund. The board noted management's explanation that comparisons with such accounts may be of limited relevance given the different structures and regulatory requirements of mutual funds versus such accounts and the differences in the levels of services required by mutual funds and such accounts. The board also received information on fees charged to other mutual funds managed by UBS Financial Services or UBS Global AM.

The board also received and considered information comparing the Fund's Contractual Management Fee, Actual Management Fee and overall expenses with those of funds in a group of funds selected and provided by Lipper, Inc. ("Lipper"), an independent provider of investment company data (the "Expense Group"). In addition to the Contractual and Actual Management Fees, the board also reviewed and considered total expenses of the Fund. The comparative Lipper information showed that the Fund's Contractual Management Fee was in the second quintile, its Actual Management Fee was in the fifth quintile and total expenses were in the fourth quintile for its Expense Group for the comparison periods utilized in the Lipper report (with the first quintile representing that fifth of the funds in the Expense Group with the lowest level of fees or expenses, as applicable, and the fifth quintile representing that fifth of the funds in the Expense Gr oup with the highest level of fees or expenses, as applicable). Management explained to the board that although the


151



UBS RMA New Jersey Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

Fund's Contractual Management Fee contained breakpoints, the relatively high level of total expenses was in part the result of the Fund's small size, which did not reach the first management fee breakpoint. At the meeting, management proposed a reduction in its management fee. UBS Financial Services proposed that the Investment Advisory and Administration Contract be amended so that the fee rate would be reduced to 0.45% on average daily net assets up to $300 million, 0.39% on average daily net assets in excess of $300 million and up to $750 million and 0.31% on average daily net assets over $750 million. UBS Financial Services believed that the 0.05% reduction from its current Contractual Management Fee at each breakpoint level would improve the Fund's relative position versus its peers.

The board did not receive comparative information from Lipper with respect to the Fund's sub-advisory and sub-administration fee (together, the "Sub-Advisory Fee"). The board noted that the compensation paid to UBS Global AM is paid by UBS Financial Services, not the Fund, and, accordingly, that the retention of UBS Global AM does not increase the fees otherwise incurred by the Fund's shareholders.

Taking all of the above into consideration, including the fee reduction proposed by management, the board determined that the management fee (as to be amended) and Sub-Advisory Fee were reasonable in light of the nature, extent and quality of the services provided to the Fund under the Investment Advisory and Administration Contract and Sub-Advisory and Sub-Administration Contract.

Fund performance. The board received and considered performance information of the Fund compared to other funds (the "Performance Universe") selected by Lipper over the one-, three-, five- and ten-year and since inception periods ended April 30, 2006. The board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in its Performance Universe. The board also noted that it had received information throughout the year at periodic intervals with respect to the Fund's performance.

The comparative Lipper information showed that the Fund's performance for the one-, three- and five-year periods was in the


152



UBS RMA New Jersey Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

fourth quintile and in the fifth quintile for the ten-year and since inception periods (with the first quintile representing that fifth of the funds in the Performance Universe with the highest performance and the fifth quintile representing that fifth of the funds in the Performance Universe with the lowest performance). Management noted that the Fund was managed in a higher quality, generally more defensive posture than a number of its peers. Both of these portfolio management decisions had resulted in a slightly lower yield over time when compared to its Performance Group. Management also noted that, as New Jersey was a relatively-high tax state, peers that may have less sensitive (or less affluent) a client base tended to incorporate significant exposures to AMT investments, and that these differentials in AMT investments between the Fund and its peers were frequently the reason for the Fund's fourth or fifth quintile placem ent. Management also noted that, more recently, the portfolio management team's decision to have a very short weighted average maturity of its portfolio had penalized performance to a degree. Management added that the fee reduction it had proposed may help improve relative performance going forward. Based on its review and management's explanation, the board concluded that the Fund's investment performance was satisfactory.

Economies of scale. The board received and considered information from management regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders. The board also considered whether alternative fee structures (such as breakpoints) would be more appropriate or reasonable taking into consideration economies of scale or other efficiencies.

The board noted that the Fund's Contractual Management Fee contained breakpoints. Although the Fund had not yet reached the specified asset level at which a breakpoint to its Contractual Management Fee would be triggered, the board noted that the Fund's breakpoints reflected the potential for sharing economies of scale with shareholders as the Fund grows. The board also


153



UBS RMA New Jersey Municipal Money Fund

Board approval of the investment advisory and administration contract and sub-advisory and sub-administration contract (unaudited)

noted that as the Fund's assets have increased over time, it has realized other economies of scale as certain expenses, such as fees for trustees, auditors and legal fees, become a smaller percentage of overall assets. The board also noted that the Fund's Sub-Advisory Fee did not contain breakpoints but also that, as the Sub-Advisory Fee is paid by UBS Financial Services Inc., not the Fund, separate considerations of economies of scale with respect to the Sub-Advisory Fee were not relevant.

Generally, in light of UBS Financial Services' profitability data, management fee, and the breakpoints currently in place, the board believed that UBS Financial Services' sharing of current economies of scale with the Fund was acceptable.

Other benefits to UBS Global AM. The board considered other benefits received by UBS Financial Services, UBS Global AM and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment management, sub-advisory, administrative, sub-administrative and other services to the Fund and UBS Financial Services' and UBS Global AM's ongoing commitment to the Fund, the profits and other ancillary benefits that UBS Financial Services and its affiliates received were considered reasonable. In light of all of the foregoing, the board approved the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract to continue for another year, with the fee reduction discussed above.

In making its decision, the board identified no single factor as being determinative in approving the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract. The Independent Trustees were advised by separate independent legal counsel throughout the process. The board discussed the proposed continuance of the Investment Advisory and Administration Contract and the Sub-Advisory and Sub-Administration Contract in a private session with their independent legal counsel at which no representatives of UBS Financial Services or UBS Global AM were present.


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Directors/Trustees

Richard Q. Armstrong
Chairman
Alan S. Bernikow
Richard R. Burt
  Meyer Feldberg
Bernard H. Garil
Heather R. Higgins
 

 

Principal Officers

Kai R. Sotorp
President
Mark F. Kemper
Vice President and Secretary
Thomas Disbrow
Vice President and Treasurer
  Michael H. Markowitz
Vice President
(Taxable Funds)
Elbridge T. Gerry, III
Vice President
(Tax-Free Funds)
 

 

Investment Advisor and
Administrator

UBS Financial Services Inc.
1285 Avenue of the Americas
New York, New York 10019-6028

Sub-Advisor and Sub-Administrator

UBS Global Asset Management (Americas) Inc.
51 West 52nd Street
New York, New York 10019-6114

Principal Underwriter

UBS Global Asset Management (US) Inc.
51 West 52nd Street
New York, New York 10019-6114

The financial information included herein is taken from the records of the Funds without examination by independent registered public accountants who do not express an opinion thereon.

This report is not to be used in connection with the offering of shares of the Funds unless accompanied or preceded by an effective prospectus.

© 2007 UBS Global Asset Management (Americas) Inc. All rights reserved.



PRESORTED
STANDARD
U.S. POSTAGE
PAID
COMPUTERSHARE

UBS Global Asset Management (Americas) Inc.

51 West 52nd Street

New York, New York 10019




Item 2.  Code of Ethics.

Form N-CSR disclosure requirement not applicable to this filing of a semi-annual report.

Item 3.  Audit Committee Financial Expert.

Form N-CSR disclosure requirement not applicable to this filing of a semi-annual report.

Item 4.  Principal Accountant Fees and Services.

Form N-CSR disclosure requirement not applicable to this filing of a semi-annual report.

Item 5. Audit Committee of Listed Registrants.

Not applicable to the registrant.

Item 6.  Schedule of Investments.

Included as part of the report to shareholders filed under Item 1 of this form.

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to the registrant.

Item 8.  Portfolio Managers of Closed-End Management Investment Companies.  

Not applicable to the registrant.

Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.  

Not applicable to the registrant.




Item 10.  Submission of Matters to a Vote of Security Holders.

The registrant’s Board has established a Nominating and Corporate Governance Committee.  The Nominating and Corporate Governance Committee will consider nominees recommended by shareholders if a vacancy occurs among those board members who are not “interested persons” as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.  In order to recommend a nominee, a shareholder should send a letter to the chairperson of the Nominating and Corporate Governance Committee, Richard R. Burt, care of the Secretary of the registrant at UBS Global Asset Management (Americas) Inc., 51 West 52nd Street, New York, New York 10019-6114, and indicate on the envelope “Nominating and Corporate Governance Committee.”  The shareholder’s letter should state the nominee’s name and should include the nominee’s resume or curriculum vitae, and must be accompanied by a written consent of the individual to stand for election if nominated for the Board and to serve if elected by shareholders.

Item 11.  Controls and Procedures.

(a)            The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b)           The registrant’s principal executive officer and principal financial officer are aware of no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.  Exhibits.

(a)                (1) Code of Ethics – Form N-CSR disclosure requirement not applicable to this filing of a semi-annual report.

(a)              (2) Certifications of principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit EX-99.CERT.

(a)              (3) Written solicitation to purchase securities under Rule 23c-1 under the Investment Company Act of 1940 sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons — not applicable to the registrant.

(b)               Certifications of principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto as Exhibit EX-99.906CERT.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UBS Municipal Money Market Series

By:

/s/ Kai R. Sotorp

 

 

Kai R. Sotorp

 

President

 

 

Date:

March 9, 2007

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/ Kai R. Sotorp

 

 

Kai R. Sotorp

 

President

 

 

Date:

March 9, 2007

 

 

 

 

By:

/s/ Thomas Disbrow

 

 

Thomas Disbrow

 

Vice President and Treasurer

 

 

Date:

March 9, 2007

 

 



EX-99.CERT 2 a07-2436_5ex99dcert.htm EX-99.CERT

Exhibit 99.CERT

Certifications

I, Kai R. Sotorp, President of UBS Municipal Money Market Series, certify that:

1.                                       I have reviewed this report on Form N-CSR of UBS Municipal Money Market Series;

2.                                       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.                                       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.                                       The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)                Designed such disclosure controls and procedures, or caused such disclosure controls     and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)               Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)                Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d)               Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)                All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)               Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:

/s/ Kai R. Sotorp

 

 

Kai R. Sotorp

 

President

 

 

Date:

March 9, 2007

 

 




I, Thomas Disbrow, Vice President and Treasurer of UBS Municipal Money Market Series, certify that:

1.             I have reviewed this report on Form N-CSR of UBS Municipal Money Market Series;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.             The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)                Designed such disclosure controls and procedures, or caused such disclosure controls     and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)               Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)                Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d)               Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.             The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)                All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)               Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:

/s/ Thomas Disbrow

 

 

Thomas Disbrow

 

Vice President and Treasurer

 

 

Date:

March 9, 2007

 

 



EX-99.906CERT 3 a07-2436_5ex99d906cert.htm EX-99.906CERT

Exhibit 99.906CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

In connection with the attached report of UBS Municipal Money Market Series (the “Registrant”) on Form N-CSR (the “Report”), each of the undersigned officers of the Registrant does hereby certify that, to the best of such officer’s knowledge:

1)              the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended;

2)              the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods presented in the Report.

Dated:

March 9, 2007

 

 

 

By:

/s/ Kai R. Sotorp

 

 

Kai R. Sotorp

 

President

 

 

 

 

Dated:

March 9, 2007

 

 

 

By:

/s/ Thomas Disbrow

 

 

Thomas Disbrow

 

Vice President and Treasurer

 

This certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.



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-----END PRIVACY-ENHANCED MESSAGE-----