<Page>
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 (US) Inc.
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: June 30, 2005
<Page>
ITEM 1. REPORTS TO STOCKHOLDERS.
<Page>
[UBS GLOBAL ASSET MANAGEMENT LOGO]
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
ANNUAL REPORT
JUNE 30, 2005
<Page>
August 15, 2005
DEAR SHAREHOLDER,
We present you with the annual 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 fiscal year ended June 30, 2005.
PERFORMANCE
With short-term interest rates rising during the fiscal year, the yields
available on money market securities rose as well. As of June 30, 2005, the
funds' seven day current yields were: UBS RMA Money Market Portfolio: 2.63%; UBS
RMA U.S. Government Portfolio: 2.46%; UBS RMA Tax-Free Fund Inc.: 1.88%; UBS RMA
California Municipal Money Fund: 1.71%; UBS RMA New York Municipal Money Fund:
1.76%; and UBS RMA New Jersey Municipal Money Fund: 1.64%. (For more on the
funds' performance, refer to "Performance and Portfolio Characteristics At A
Glance" beginning on page 5.)
AN INTERVIEW WITH THE PORTFOLIO MANAGERS
Q. HOW WOULD YOU DESCRIBE THE ECONOMIC ENVIRONMENT DURING THE REPORTING PERIOD?
A. The US economy faced a number of challenges during the reporting period,
including record high energy prices, rising interest rates, a mixed job
market, uncertainty surrounding the US presidential election and challenging
geopolitical events. Despite these issues, the economy proved to be
surprisingly resilient. Following a 3.3% gain in the second quarter of 2004,
gross domestic product (GDP) was a robust 4.0% in the third quarter, and 3.8%
in both the fourth quarter of 2004 and the first quarter of 2005. Advance
estimates for second quarter GDP growth were 3.4%, a slight decline.
[SIDENOTE]
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 Markowitz
Robert Sabatino
UBS Global Asset Management (US) Inc.
COMMENCEMENT (BOTH PORTFOLIOS):
October 4, 1982
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 MANAGER (ALL FOUR FUNDS):
Ryan Nugent, UBS Global Asset Management (US) 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 SIX FUNDS):
Monthly
1
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Q. HOW DID THE FEDERAL RESERVE BOARD (THE "FED") REACT IN THIS ECONOMIC
ENVIRONMENT?
A. Given the strength of the economy, it became increasingly clear that the
Fed's accommodative monetary policy would change and it would begin to raise
interest rates in an attempt to ward off a potential increase in inflation.
As expected, the Fed raised the federal funds rate (or "fed funds" rate)--the
rate that banks charge one another for funds they borrow on an overnight
basis--from 1.00% to 1.25% at the end of June, 2004. This was the first rate
hike in four years.
The Fed again raised rates in 0.25% increments on eight more occasions over
the fiscal year, bringing the fed funds rate to 3.25%. Coinciding with its
last rate hike in June 2005, the Fed said; "Although energy prices have risen
further, the expansion remains firm and labor market conditions continue to
improve gradually. Pressures on inflation have stayed elevated, but
longer-term inflation expectations remain well contained." The Fed also said
it expected to raise rates at a "measured" pace, which it did by raising
rates another 0.25% to 3.50% on August 9, after the period closed.
Q. HOW WERE THE PORTFOLIOS POSITIONED DURING THE FISCAL YEAR?
A. For the first half of the fiscal year, we employed a "barbell" strategy by
purchasing securities at both ends of the maturity spectrum. Our longer-term
securities, with maturities up to one year, were used to lock in higher
rates, while our shorter-term securities, with maturities of one month or
less, provided liquidity and gave us the ability to reinvest at higher yields
as the Fed increased interest rates.
However, as the period progressed, we let the weighted average maturity of
most portfolios drift shorter, with the exception of UBS RMA California
Municipal Money Fund. This was done in order to take advantage of the rising
rate environment. In particular, we targeted securities maturing around the
dates of the Fed meetings in order to maximize our ability to capture higher
yields. We also moved from our barbell structure to a more "bulleted" yield
curve position, in which we emphasized securities with three- to six-month
maturities. Generally, a bullet strategy may perform better in a rising rate
environment.
Q. WHAT TYPES OF SECURITIES DID YOU EMPHASIZE FOR THE PORTFOLIOS?
A. For both UBS RMA Money Market Portfolio and UBS RMA U.S. Government
Portfolio, quality and liquidity remained paramount in our selection process.
Within UBS RMA U.S. Government Portfolio, we continued to allocate a large
portion of the portfolio's holdings in US Treasury securities. Within UBS RMA
Money Market Portfolio, we emphasized commercial paper, which, in the
environment that characterized much of the period, offered a yield advantage.
2
<Page>
This positioning helped maintain the portfolio's overall level of
diversification and allowed us to meet our liquidity requirements. We also
diversified the portfolio in other sectors, such as US government agency
obligations, certificates of deposit and other short-term corporate
obligations.
Credit quality and liquidity were also key factors in the portfolio
positioning for 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.
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.
Sincerely,
/s/ W. Douglas Beck /s/ Elbridge T. Gerry
W. Douglas Beck, CFA Elbridge T. Gerry, III
PRESIDENT PORTFOLIO MANAGER
UBS RMA Money Fund Inc. (UBS RMA UBS RMA Tax-Free Fund Inc.
Money Market Portfolio and UBS RMA UBS RMA California Municipal
U.S. Government Portfolio) Money Fund
UBS RMA Tax-Free Fund Inc. UBS RMA New York Municipal
UBS Managed Municipal Trust (UBS RMA Money Fund
California Municipal Money Fund and UBS RMA New Jersey Municipal
UBS RMA New York Municipal Money Money Fund
Fund) MANAGING DIRECTOR
UBS Municipal Money Market Series (UBS UBS Global Asset Management (US)
RMA New Jersey Municipal Money Fund) Inc.
EXECUTIVE DIRECTOR
UBS Global Asset Management (US) Inc.
* 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.
3
<Page>
/s/ Michael Markowitz /s/ Robert Sabatino
Michael Markowitz Robert Sabatino
PORTFOLIO MANAGER PORTFOLIO MANAGER
UBS RMA Money Market Portfolio UBS RMA Money Market Portfolio
UBS RMA U.S. Government Portfolio UBS RMA U.S. Government Portfolio
MANAGING DIRECTOR DIRECTOR
UBS Global Asset Management (US) Inc. UBS Global Asset Management (US)
Inc.
/s/ Ryan Nugent
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
ASSOCIATE DIRECTOR
UBS Global Asset Management (US)
Inc
This letter is intended to assist shareholders in understanding how the Funds
performed during the fiscal year ended June 30, 2005. The views and opinions in
the letter were current as of August 15, 2005. 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 a
Funds' future investment intent. We encourage you to consult your financial
advisor regarding your personal investment program.
4
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PERFORMANCE AND PORTFOLIO CHARACTERISTICS AT A GLANCE (UNAUDITED)
UBS RMA MONEY MARKET PORTFOLIO
<Table>
<Caption>
YIELDS AND CHARACTERISTICS 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Seven-Day Current Yield* 2.63% 1.75% 0.61%
Seven-Day Effective Yield* 2.66 1.76 0.61
Weighted Average Maturity** 42 days 46 days 42 days
Net Assets (bn) $ 10.4 $ 11.2 $ 12.4
<Caption>
PORTFOLIO COMPOSITION*** 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Commercial Paper 53.1% 41.6% 41.6%
Certificates of Deposit 20.2 25.2 21.5
Short-Term Corporate Obligations 14.0 12.3 8.1
U.S. Government Agency Obligations 10.1 21.3 26.5
Repurchase Agreement 1.0 -- --
Bank Notes 1.0 -- 0.4
Money Market Funds 0.5 0.2 1.9
Time Deposit -- 0.3 --
Other Assets Less Liabilities 0.1 (0.9) --
- --------------------------------------------------------------------------------------------
TOTAL 100.0% 100.0% 100.0%
============================================================================================
</Table>
UBS RMA U.S. GOVERNMENT PORTFOLIO
<Table>
<Caption>
YIELDS AND CHARACTERISTICS 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Seven-Day Current Yield* 2.46% 1.40% 0.51%
Seven-Day Effective Yield* 2.49 1.41 0.51
Weighted Average Maturity** 38 days 45 days 48 days
Net Assets (bn) $ 1.1 $ 1.2 $ 1.3
<Caption>
PORTFOLIO COMPOSITION*** 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Repurchase Agreements 53.1% 66.4% 53.3%
U.S. Government Obligations 50.0 51.5 44.7
Money Market Funds 0.6 1.2 2.0
Other Assets Less Liabilities (3.7) (19.1) --
- --------------------------------------------------------------------------------------------
TOTAL 100.0% 100.0% 100.0%
============================================================================================
</Table>
UBS RMA TAX-FREE FUND INC.
<Table>
<Caption>
YIELDS AND CHARACTERISTICS 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Seven-Day Current Yield* 1.88% 1.28% 0.48%
Seven-Day Effective Yield* 1.90 1.29 0.49
Weighted Average Maturity** 11 days 17 days 32 days
Net Assets (bn) $ 3.4 $ 3.1 $ 2.9
<Caption>
PORTFOLIO COMPOSITION*** 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Municipal Bonds and Notes 92.2% 94.8% 97.9%
Tax-Exempt Commercial Paper 8.2 10.5 4.1
Other Assets Less Liabilities (0.4) (5.3) (2.0)
- --------------------------------------------------------------------------------------------
TOTAL 100.0% 100.0% 100.0%
============================================================================================
</Table>
* Yields will fluctuate and may reflect fee waivers and/or expense
reimbursements. Performance data quoted represents past performance. Past
performance does not guarantee future results. The Fund and Portfolios are
actively managed and their composition will vary over time. Current
performance may be different.
** The Funds and Portfolios are actively managed and their weighted average
maturities will differ over time.
*** Weightings represent percentages of net assets.
5
<Page>
UBS RMA CALIFORNIA MUNICIPAL MONEY FUND
<Table>
<Caption>
YIELDS AND CHARACTERISTICS 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Seven-Day Current Yield* 1.71% 1.24% 0.38%
Seven-Day Effective Yield* 1.73 1.25 0.38
Weighted Average Maturity** 20 days 18 days 20 days
Net Assets (mm) $ 808.8 $ 816.6 $ 739.1
<Caption>
PORTFOLIO COMPOSITION*** 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Municipal Bonds and Notes 92.3% 94.8% 98.9%
Tax-Exempt Commercial Paper 10.1 7.4 3.2
Money Market Fund 0.3 -- --
Other Assets Less Liabilities (2.7) (2.2) (2.1)
- --------------------------------------------------------------------------------------------
TOTAL 100.0% 100.0% 100.0%
============================================================================================
</Table>
UBS RMA NEW YORK MUNICIPAL MONEY FUND
<Table>
<Caption>
YIELDS AND CHARACTERISTICS 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Seven-Day Current Yield* 1.76% 1.15% 0.33%
Seven-Day Effective Yield* 1.77 1.16 0.33
Weighted Average Maturity** 7 days 24 days 25 days
Net Assets (mm) $ 596.1 $ 557.8 $ 562.4
<Caption>
PORTFOLIO COMPOSITION*** 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Municipal Bonds and Notes 93.5% 90.8% 93.2%
Tax-Exempt Commercial Paper 6.2 13.3 8.9
Other Assets Less Liabilities 0.3 (4.1) (2.1)
- --------------------------------------------------------------------------------------------
TOTAL 100.0% 100.0% 100.0%
============================================================================================
</Table>
UBS RMA NEW JERSEY MUNICIPAL MONEY FUND
<Table>
<Caption>
YIELDS AND CHARACTERISTICS 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Seven-Day Current Yield* 1.64% 1.11% 0.22%
Seven-Day Effective Yield* 1.65 1.12 0.22
Weighted Average Maturity** 10 days 18 days 34 days
Net Assets (mm) $ 134.2 $ 135.2 $ 137.4
<Caption>
PORTFOLIO COMPOSITION*** 6/30/05 12/31/04 6/30/04
- --------------------------------------------------------------------------------------------
Municipal Bonds and Notes 94.6% 94.8% 93.6%
Tax-Exempt Commercial Paper 5.2 4.9 6.0
Other Assets Less Liabilities 0.2 0.3 0.4
- --------------------------------------------------------------------------------------------
TOTAL 100.0% 100.0% 100.0%
============================================================================================
</Table>
* Yields will fluctuate and may reflect fee waivers and/or expense
reimbursements. Performance data quoted represents past performance. Past
performance does not guarantee future results. The Funds are actively
managed and their composition will vary over time. Current performance may
be different.
** The Funds are actively managed and their weighted average maturities will
differ over time.
*** Weightings represent percentages of net assets.
6
<Page>
EXPENSE EXAMPLE (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, January 1, 2005 to June
30, 2005.
ACTUAL EXPENSES
The first line in the table below 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 table below 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 the 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. 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. Therefore, the second line in 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, sales charges (loads), redemption fees, or 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(R) (RMA(R)) Program or
Business Services Account BSA(R) Program fees as these are external to the Funds
and relate to those programs.
7
<Page>
UBS RMA MONEY MARKET PORTFOLIO
<Table>
<Caption>
BEGINNING ENDING EXPENSES PAID
ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD*
JANUARY 1, 2005 JUNE 30, 2005 1/1/05 - 6/30/05
- -----------------------------------------------------------------------------------
Actual $ 1,000.00 $ 1,010.70 $ 2.89
Hypothetical (5% annual return
before expenses) 1,000.00 1,021.92 2.91
</Table>
* 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 181
divided by 365 (to reflect the one-half year period).
UBS RMA U.S. GOVERNMENT PORTFOLIO
<Table>
<Caption>
BEGINNING ENDING EXPENSES PAID
ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD*
JANUARY 1, 2005 JUNE 30, 2005 1/1/05 - 6/30/05
- -----------------------------------------------------------------------------------
Actual $ 1,000.00 $ 1,009.90 $ 2.99
Hypothetical (5% annual return
before expenses) 1,000.00 1,021.82 3.01
</Table>
* Expenses are equal to the Fund's annualized expense ratio of 0.60%,
multiplied by the average account value over the period, multiplied by 181
divided by 365 (to reflect the one-half year period).
UBS RMA TAX-FREE FUND INC.
<Table>
<Caption>
BEGINNING ENDING EXPENSES PAID
ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD*
JANUARY 1, 2005 JUNE 30, 2005 1/1/05 - 6/30/05
- -----------------------------------------------------------------------------------
Actual $ 1,000.00 $ 1,008.10 $ 2.94
Hypothetical (5% annual return
before expenses) 1,000.00 1,021.87 2.96
</Table>
* Expenses are equal to the Fund's annualized expense ratio of 0.59%,
multiplied by the average account value over the period, multiplied by 181
divided by 365 (to reflect the one-half year period).
UBS RMA CALIFORNIA MUNICIPAL MONEY FUND
<Table>
<Caption>
BEGINNING ENDING EXPENSES PAID
ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD*
JANUARY 1, 2005 JUNE 30, 2005 1/1/05 - 6/30/05
- -----------------------------------------------------------------------------------
Actual $ 1,000.00 $ 1,007.60 $ 3.24
Hypothetical (5% annual return
before expenses) 1,000.00 1,021.57 3.26
</Table>
* Expenses are equal to the Fund's annualized expense ratio of 0.65%,
multiplied by the average account value over the period, multiplied by 181
divided by 365 (to reflect the one-half year period).
8
<Page>
UBS RMA NEW YORK MUNICIPAL MONEY FUND
<Table>
<Caption>
BEGINNING ENDING EXPENSES PAID
ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD*
JANUARY 1, 2005 JUNE 30, 2005 1/1/05 - 6/30/05
- -----------------------------------------------------------------------------------
Actual $ 1,000.00 $ 1,007.70 $ 3.39
Hypothetical (5% annual return
before expenses) 1,000.00 1,021.42 3.41
</Table>
* Expenses are equal to the Fund's annualized expense ratio of 0.68%,
multiplied by the average account value over the period, multiplied by 181
divided by 365 (to reflect the one-half year period).
UBS RMA NEW JERSEY MUNICIPAL MONEY FUND
<Table>
<Caption>
BEGINNING ENDING EXPENSES PAID
ACCOUNT VALUE ACCOUNT VALUE DURING PERIOD*
JANUARY 1, 2005 JUNE 30, 2005 1/1/05 - 6/30/05
- -----------------------------------------------------------------------------------
Actual $ 1,000.00 $ 1,007.00 $ 4.08
Hypothetical (5% annual return
before expenses) 1,000.00 1,020.73 4.11
</Table>
* Expenses are equal to the Fund's annualized expense ratio of 0.82%,
multiplied by the average account value over the period, multiplied by 181
divided by 365 (to reflect the one-half year period).
9
<Page>
UBS RMA MONEY MARKET PORTFOLIO
Statement of Net Assets -- June 30, 2005
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCY OBLIGATIONS--10.15%
$ 100,000 Federal Farm Credit Bank 07/01/05 3.050%* $ 100,003,706
486,000 Federal Home Loan Bank 07/05/05 to 3.003 to
09/12/05 3.259* 485,909,999
271,455 Federal Home Loan Bank 10/21/05 to 2.250 to
06/08/06 5.125 272,029,380
200,000 Federal National Mortgage Association 09/30/05 2.300 200,000,000
- -------------------------------------------------------------------------------------------------------------
Total U.S. Government Agency Obligations (cost--$1,057,943,085) 1,057,943,085
=============================================================================================================
BANK NOTE--0.96%
BANKING-U.S.--0.96%
100,000 Fifth Third Bank, Cincinnati
(cost--$100,000,828) 07/01/05 3.263* 100,000,828
CERTIFICATES OF DEPOSIT--20.17%
NON-U.S.--10.96%
50,000 Barclays Bank PLC 09/16/05 3.365 50,000,000
204,750 BNP Paribas 07/01/05 to 3.020 to
09/26/05 3.305 204,750,000
190,000 Credit Suisse First Boston 08/09/05 to 3.265 to
08/31/05 3.300 190,000,000
160,000 Fortis Bank NV 07/20/05 to 3.220 to
10/24/05 3.310 160,000,000
176,500 Natexis Banque Populaires 08/04/05 to 3.145 to
09/15/05 3.190 176,499,651
90,000 Nordea Bank Finland 09/02/05 3.270 90,000,000
75,000 Svenska Handelsbanken 07/19/05 3.110 75,000,000
196,500 UniCredito Italiano SpA 09/26/05 3.395* 196,490,628
- -------------------------------------------------------------------------------------------------------------
1,142,740,279
- -------------------------------------------------------------------------------------------------------------
U.S.--9.21%
85,000 American Express Bank 07/27/05 3.290 85,000,000
175,000 American Express Centurion Bank 07/05/05 3.070 175,000,000
255,100 First Tennessee Bank N.A.(Memphis) 08/02/05 to 3.130 to
08/29/05 3.380 255,100,000
145,000 Harris Trust & Savings Bank 07/01/05 3.050* 145,000,000
100,000 SunTrust Bank 10/18/05 3.300 100,000,000
</Table>
10
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT--(CONCLUDED)
U.S.--(CONCLUDED)
$ 100,000 Washington Mutual Bank 07/18/05 3.200% $ 100,000,000
100,000 Wells Fargo Bank N.A. 07/15/05 3.270 100,000,000
- -------------------------------------------------------------------------------------------------------------
960,100,000
- -------------------------------------------------------------------------------------------------------------
Total Certificates of Deposit (cost--$2,102,840,279) 2,102,840,279
=============================================================================================================
COMMERCIAL PAPER@--53.15%
ASSET BACKED-BANKING--2.30%
240,006 Atlantis One Funding 07/06/05 to 3.020 to
08/09/05 3.170 239,599,630
ASSET BACKED-MISCELLANEOUS--18.47%
148,000 Amsterdam Funding Corp. 07/15/05 3.170 147,817,549
160,343 Barton Capital Corp. 07/11/05 3.150 160,202,700
261,047 Falcon Asset Securitization Corp. 07/19/05 to 3.160 to
07/22/05 3.250 260,586,723
125,000 Kitty Hawk Funding Corp. 07/29/05 3.280 124,681,111
77,374 Old Line Funding Corp. 07/05/05 3.060 77,347,693
257,989 Preferred Receivables Funding Corp. 07/12/05 to 3.120 to
07/19/05 3.160 257,650,030
274,500 Ranger Funding Co. LLC 07/06/05 to 3.060 to
09/12/05 3.290 273,970,450
118,160 Sheffield Receivables Corp. 07/14/05 3.140 118,026,020
167,136 Thunderbay Funding 07/06/05 to 3.060 to
09/23/05 3.380 166,656,942
130,000 Windmill Funding Corp. 07/19/05 to 3.170 to
07/21/05 3.190 129,780,844
209,500 Yorktown Capital LLC 07/20/05 to 3.220 to
07/26/05 3.280 209,124,014
- -------------------------------------------------------------------------------------------------------------
1,925,844,076
- -------------------------------------------------------------------------------------------------------------
ASSET BACKED-SECURITIES--10.09%
50,000 Beta Finance, Inc. 07/15/05 3.200 49,937,778
55,000 Cancara Asset Securitization LLC 07/29/05 3.280 54,859,689
52,500 CC (USA), Inc. 08/26/05 3.220 52,237,033
35,500 Dorada Finance, Inc. 09/30/05 3.430 35,192,205
110,000 Galaxy Funding, Inc. 07/06/05 to 3.020 to
09/23/05 3.390 109,579,333
</Table>
11
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
COMMERCIAL PAPER@--(CONTINUED)
ASSET BACKED-SECURITIES--(CONCLUDED)
$ 262,500 Grampian Funding LLC 07/28/05 to 3.110 to
12/09/05 3.490% $ 260,303,508
46,000 K2 (USA) LLC 08/30/05 3.060 45,765,400
46,000 Links Finance LLC 08/11/05 3.240 45,830,260
138,600 Scaldis Capital LLC 07/29/05 to 3.120 to
09/01/05 3.250 138,041,725
261,100 Solitaire Funding LLC 07/05/05 to 3.060 to
07/21/05 3.260 260,884,711
- -------------------------------------------------------------------------------------------------------------
1,052,631,642
- -------------------------------------------------------------------------------------------------------------
BANKING-NON-U.S.--5.22%
187,000 Alliance & Leicester PLC 08/17/05 to 3.175 to
09/12/05 3.240 186,013,896
90,000 Depfa Bank PLC 09/06/05 3.255 89,454,788
88,140 DNB NOR ASA 07/08/05 3.050 88,087,728
111,966 Northern Rock PLC 08/12/05 to 3.175 to
09/26/05 3.395 111,249,884
70,000 Westpac Trust Securities NZ Ltd. 10/14/05 3.445 69,296,646
- -------------------------------------------------------------------------------------------------------------
544,102,942
- -------------------------------------------------------------------------------------------------------------
BANKING-U.S.--8.05%
58,750 ANZ (Delaware), Inc. 08/03/05 3.150 58,580,359
100,000 Canadian Imperial Holdings, Inc. 07/20/05 3.095 99,836,653
62,000 CBA (Delaware) Finance, Inc. 07/07/05 3.020 61,968,793
100,000 Danske Corp. 07/01/05 3.380 100,000,000
100,000 Dexia Delaware LLC 09/06/05 3.270 99,391,417
139,500 ING (US) Funding LLC 08/03/05 to 3.150 to
08/15/05 3.250 139,023,169
61,915 Societe Generale N.A., Inc. 08/03/05 3.160 61,735,653
120,000 Stadshypotek Delaware, Inc. 07/05/05 3.050 119,959,333
100,000 Westpac Capital Corp. 10/20/05 3.250 98,997,917
- -------------------------------------------------------------------------------------------------------------
839,493,294
- -------------------------------------------------------------------------------------------------------------
BROKERAGE--5.06%
260,000 Bear Stearns Cos., Inc. 07/01/05 to 3.210 to
07/18/05 3.450 259,696,833
135,000 Citigroup Global Markets Holdings, Inc. 08/08/05 3.140 134,552,550
89,600 Goldman Sachs Group, Inc. 07/18/05 3.230 89,463,335
44,000 Morgan Stanley 08/08/05 3.310 43,846,269
- -------------------------------------------------------------------------------------------------------------
527,558,987
- -------------------------------------------------------------------------------------------------------------
</Table>
12
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
COMMERCIAL PAPER@--(CONCLUDED)
FINANCE-CAPTIVE AUTOMOTIVE--0.96%
$ 100,000 Toyota Motor Credit Corp. 08/01/05 3.110% $ 99,732,194
FINANCE-NONCAPTIVE DIVERSIFIED--3.00%
40,000 CIT Group, Inc. 07/05/05 3.060 39,986,400
274,500 General Electric Capital Corp. 07/18/05 to 2.930 to
11/28/05 3.410 272,924,040
- -------------------------------------------------------------------------------------------------------------
312,910,440
- -------------------------------------------------------------------------------------------------------------
Total Commercial Paper (cost--$5,541,873,205) 5,541,873,205
=============================================================================================================
SHORT-TERM CORPORATE OBLIGATIONS--13.98%
ASSET BACKED-SECURITIES--4.60%
106,000 Dorada Finance, Inc.** 03/10/06 3.500 105,996,341
173,150 K2 (USA) LLC** 07/15/05 to 3.196 to
07/20/05 3.220* 173,146,161
100,000 Links Finance LLC** 07/01/05 3.320* 9,991,425
100,000 Links Finance LLC** 11/14/05 2.680 100,000,000
- -------------------------------------------------------------------------------------------------------------
479,133,927
- -------------------------------------------------------------------------------------------------------------
BANKING-NON-U.S.--1.66%
173,000 HBOS Treasury Services PLC** 07/01/05 3.131* 173,000,000
BANKING-U.S.--1.39%
145,000 Wells Fargo & Co. 07/14/05 3.286* 145,000,000
BROKERAGE--2.56%
52,250 Citigroup Global Markets Holdings, Inc. 09/06/05 3.490* 52,336,203
215,000 Morgan Stanley 07/01/05 3.300 to
3.508* 215,000,000
- -------------------------------------------------------------------------------------------------------------
267,336,203
- -------------------------------------------------------------------------------------------------------------
FINANCE-CAPTIVE AUTOMOTIVE--1.08%
113,000 Toyota Motor Credit Corp. 07/01/05 3.300* 113,000,000
FINANCE-NONCAPTIVE DIVERSIFIED--2.69%
40,000 General Electric Capital Corp. 07/11/05 3.284* 40,000,000
240,000 HSBC Finance Corp. 07/05/05 to 3.110 to
09/22/05 3.494* 240,033,312
- -------------------------------------------------------------------------------------------------------------
280,033,312
- -------------------------------------------------------------------------------------------------------------
Total Short-Term Corporate Obligations (cost--$1,457,503,442) 1,457,503,442
=============================================================================================================
</Table>
13
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATE RATES VALUE
- -------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENT--0.98%
$ 102,000 Repurchase Agreement dated 06/30/05 with Goldman
Sachs Group, Inc., collateralized by $104,645,000
Federal Home Loan Bank obligations, 2.020% to
5.050% due 12/09/05 to 06/26/18;
(value--$104,042,702); proceeds: $102,009,463
(cost--$102,000,000) 07/01/05 3.340% $ 102,000,000
=============================================================================================================
<Caption>
NUMBER OF
SHARES
(000)
- ---------
MONEY MARKET FUNDS+--0.53%
32,804 AIM Liquid Assets Portfolio 3.221 32,803,710
22,817 BlackRock Provident Institutional TempFund 3.044 22,816,769
- -------------------------------------------------------------------------------------------------------------
Total Money Market Funds (cost--$55,620,479) 55,620,479
=============================================================================================================
Total Investments (cost--$10,417,781,318 which approximates cost
for federal income tax purposes)--99.92% 10,417,781,318
Other assets in excess of liabilities--0.08% 8,096,665
- -------------------------------------------------------------------------------------------------------------
Net Assets (applicable to 10,427,242,772 shares of common stock
outstanding equivalent to $1.00 per share)--100.00% $ 10,425,877,983
=============================================================================================================
</Table>
* Variable rate securities--maturity dates reflect earlier of reset dates or
stated maturity dates. The interest rates shown are the current rates as of
June 30, 2005, and reset periodically.
** Securities exempt from registration under Rule 144A of the Securities Act
of 1933. These securities, which represent 6.25% of net assets as of June
30, 2005, are considered liquid and may be resold in transactions exempt
from registration, normally to qualified institutional buyers.
@ Interest rates shown are the discount rates at date of purchase.
+ Interest rates shown reflect yield at June 30, 2005.
14
<Page>
Note: The table below details the Portfolio's transaction activity in an
affiliated issuer for the year ended June 30, 2005. There are no investments in
affiliated issuers at June 30, 2005.
<Table>
<Caption>
INCOME
EARNED FROM
PURCHASES SALES AFFILIATE FOR
DURING THE DURING THE THE YEAR
SECURITY VALUE AT YEAR ENDED YEAR ENDED VALUE AT ENDED
DESCRIPTION 6/30/2004 06/30/05 06/30/05 06/30/05 06/30/05
- ------------------------------------------------------------------------------------
UBS Private
Money Market
Fund LLC $ -- $ 150,603 $ 150,603 $ -- $ 2
</Table>
ISSUER BREAKDOWN BY COUNTRY (UNAUDITED)
<Table>
<Caption>
PERCENTAGE OF PORTFOLIO ASSETS
- --------------------------------------------------------------------------------
United States 82.1%
United Kingdom 5.0
France 3.7
Italy 1.9
Switzerland 1.8
Belgium 1.5
Finland 0.9
Ireland 0.9
Norway 0.8
Sweden 0.7
Australia 0.7
- --------------------------------------------------------------------------------
Total 100.0%
================================================================================
</Table>
Weighted average maturity -- 42 days
See accompanying notes to financial statements
15
<Page>
UBS RMA U.S. GOVERNMENT PORTFOLIO
Statement of Net Assets -- June 30, 2005
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS--49.96%
$ 405,000 U.S. Treasury Bills (1) 07/14/05 to 2.581 to
11/10/05 3.095%@ $ 403,750,346
152,500 U.S. Treasury Notes (1) 09/30/05 to 1.500 to
03/31/06 1.875 151,597,019
- -------------------------------------------------------------------------------------------------------------
Total U.S. Government Obligations (cost--$555,347,365) 555,347,365
=============================================================================================================
REPURCHASE AGREEMENTS--49.47%
150,000 Repurchase Agreement dated 06/30/05 with Bear
Stearns & Co., collateralized by $3,395,000 U.S.
Treasury Notes, 2.375% to 3.375% due 08/15/06 to
09/15/09, $640,000 U.S. Treasury Inflation Index
Bonds, 3.625% due 04/15/28 and $144,645,000 U.S.
Treasury Inflation Index Notes, 2.000% to 10.875%
due 04/15/10 to 01/15/14; (value--$153,000,730);
proceeds: $150,011,458 07/01/05 2.750 150,000,000
200,000 Repurchase Agreement dated 06/30/05 with Goldman
Sachs Group, Inc., collateralized by $201,839,000
U.S. Treasury Notes, 4.625% to 4.750% due 05/15/06
to 05/15/14; (value--$204,000,065); proceeds:
$200,015,833 07/01/05 2.850 200,000,000
200,000 Repurchase Agreement dated 06/30/05 with Morgan
Stanley, collateralized by $163,579,000 U.S.
Treasury Bonds, 6.000% due 02/15/26;
(value--$204,000,302); proceeds: $200,015,833 07/01/05 2.850 200,000,000
- -------------------------------------------------------------------------------------------------------------
Total Repurchase Agreements (cost--$550,000,000) 550,000,000
=============================================================================================================
</Table>
<Table>
<Caption>
NUMBER OF
SHARES
(000)
- ---------
MONEY MARKET FUND+--0.61%
6,736 AIM Treasury Portfolio
(cost--$6,736,008) 2.809 6,736,008
</Table>
16
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
INVESTMENTS OF CASH COLLATERAL FROM SECURITIES LOANED--3.65%
REPURCHASE AGREEMENT--3.65%
$ 40,564 Repurchase Agreement dated 06/30/05 with Deutsche
Bank Securities, Inc., collateralized by
$71,823,893 U.S Treasury Strips, zero coupon due
05/15/18; (value--$41,374,872); proceeds:
$40,566,945 (cost--$40,563,599) 07/01/05 2.970% $ 40,563,599
<Caption>
NUMBER OF
SHARES
(000)
- ----------
MONEY MARKET FUNDS+--0.00%
43 AIM Treasury Portfolio 2.809 43,206
++ 0 Federated Treasury Obligation Fund 2.719 95
++ 0 Provident Treasury Trust 2.690 76
- -------------------------------------------------------------------------------------------------------------
Total Money Market Funds (cost--$43,377) 43,377
=============================================================================================================
Total Investments of Cash Collateral from Securities Loaned
(cost--$40,606,976) 40,606,976
=============================================================================================================
Total Investments (cost--$1,152,690,349 which approximates cost
for federal income tax purposes) (2)--103.69% 1,152,690,349
Liabilities in excess of other assets--(3.69)% (40,992,449)
- -------------------------------------------------------------------------------------------------------------
Net Assets (applicable to 1,112,262,754 shares of common stock
outstanding equivalent to $1.00 per share)--100.00% $ 1,111,697,900
=============================================================================================================
</Table>
@ Interest rates shown are the discount rates at date of purchase.
+ Interest rates shown reflect yield at June 30, 2005.
++ Amount represents less than 500 shares.
(1) Security, or portion thereof, was on loan at June 30, 2005.
(2) Includes $395,436,298 of investments in securities on loan, at market
value.
Weighted average maturity -- 38 days
See accompanying notes to financial statements
17
<Page>
UBS RMA TAX-FREE FUND INC.,
Statement of Net Assets -- June 30, 2005
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--92.23%
ALABAMA--2.12%
$ 13,675 Birmingham Refunding, Series A A 2.240% $ 13,675,000
10,900 Jefferson County Limited
Obligation School, Series B A 2.310 10,900,000
11,265 Mobile Industrial Development
Board, Dock and Wharf
Revenue Refunding (Holnam,
Inc. Project), Series A A 2.260 11,265,000
8,700 Mobile Industrial Development
Board, Dock and Wharf
Revenue Refunding (Holnam,
Inc. Project), Series B A 2.280 8,700,000
12,700 Port City Medical Clinic
Board Revenue (Infirmary
Health Systems), Series A A 2.260 12,700,000
15,075 University of Alabama Revenue
(University Hospital), Series C A 2.190 15,075,000
- -------------------------------------------------------------------------------------------------------------
72,315,000
=============================================================================================================
ALASKA--1.14%
30,000 Alaska Housing Finance Corp., Series A A 2.400 30,000,000
8,920 Valdez Marine Terminal
Revenue Refunding (BP
Pipelines, Inc. Project), Series B A 2.300 8,920,000
- -------------------------------------------------------------------------------------------------------------
38,920,000
=============================================================================================================
ARIZONA--1.83%
35,000 Apache County Industrial
Development Authority
(Tucson Electric Power Co.), Series 83C A 2.230 35,000,000
11,200 Apache County Industrial
Development Authority
(Tucson Electric Power Co.), Series B A 2.350 11,200,000
8,000 Apache County Industrial
Development Authority
(Tucson Electric Power
Co.--Springerville Project) A 2.230 8,000,000
8,200 Pima County Industrial
Development Authority
(Tucson Electric Power
Co.--Irvington), Series A A 2.350 8,200,000
- -------------------------------------------------------------------------------------------------------------
62,400,000
=============================================================================================================
</Table>
18
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
COLORADO--2.99%
$ 10,425 Colorado Educational and
Cultural Facilities Authority Revenue
(National Jewish Federation Board
Program), Series A-4 A 2.300% $ 10,425,000
11,300 Colorado Educational and Cultural
Facilities Authority Revenue
(National Jewish Federation Board
Program), Series B-1 A 2.300 11,300,000
9,000 Colorado Housing and Finance
Authority, Housing Revenue
(Multi-Family Class III), Series A-1 A 2.400 9,000,000
25,000 Denver City & County Certificates of
Participation Refunding
(Wellington E Web-C1) A 2.250 25,000,000
8,420 East 470 Public Highway Authority Co.
Revenue, Vehicle Registration Fee A 2.280 8,420,000
7,700 Pitkin County Industrial Development
Revenue Refunding (Aspen Skiing Co.
Project), Series A A 2.300 7,700,000
30,000 University of Colorado Hospital
Authority Revenue, Series A A 2.270 30,000,000
- -------------------------------------------------------------------------------------------------------------
101,845,000
=============================================================================================================
DELAWARE--1.21%
25,000 Delaware Economic Development
Authority Revenue (Hospital Billing),
Series C A 2.210 25,000,000
16,350 University of Delaware Revenue,
Series A A 2.260 16,350,000
- -------------------------------------------------------------------------------------------------------------
41,350,000
=============================================================================================================
DISTRICT OF COLUMBIA--2.46%
13,065 District of Columbia (Multi-Modal),
Series A A 2.400 13,065,000
5,000 District of Columbia (Multi-Modal),
Series B A 2.400 5,000,000
5,620 District of Columbia Refunding,
Series D A 2.280 5,620,000
</Table>
19
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
DISTRICT OF COLUMBIA--(CONCLUDED)
$ 9,000 District of Columbia Revenue
(Foundation for Jewish Campus Life) A 2.290% $ 9,000,000
25,000 District of Columbia Revenue
(George Washington University),
Series B A 2.320 25,000,000
16,855 District of Columbia Revenue
(Pooled Loan Program), Series A A 2.300 16,855,000
9,100 District of Columbia, Series D-1 A 2.260 9,100,000
- -------------------------------------------------------------------------------------------------------------
83,640,000
=============================================================================================================
FLORIDA--3.26%
5,890 Dade County Industrial
Development Authority
(Dolphins Stadium Project), Series B A 2.220 5,890,000
6,980 Florida Housing Finance Agency,
Multi-Family Housing Revenue
(Housing Lakeside), Series B A 2.330 6,980,000
6,300 Florida Housing Finance Agency
(Parrots Landing Project), Series A A 2.200 6,300,000
12,275 Lakeland Educational Facilities
Revenue (Florida Southern
College Project) A 2.280 12,275,000
8,485 Lee County Housing Finance
Authority, Multi-Family Housing
Revenue Refunding (Forestwood
Apartments Project), Series A A 2.380 8,485,000
12,900 Nassau County Pollution Control
Revenue (Rayonier Project) A 2.230 12,900,000
5,700 Palm Beach County Housing
Finance Authority Revenue
Refunding (Cotton Bay
Apartments Project), Series D A 2.280 5,700,000
6,400 Palm Beach County Housing
Finance Authority Revenue
Refunding (Mahogony Bay
Apartments Project), Series C A 2.280 6,400,000
45,965 Sunshine State Governmental 2.220 to
Financing Commission Revenue A 2.400 45,965,000
- -------------------------------------------------------------------------------------------------------------
110,895,000
=============================================================================================================
</Table>
20
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
GEORGIA--4.87%
$ 4,675 Athens-Clarke County Unified
Government Development
Authority Revenue (UGA Real
Estate Funding Project) A 2.290% $ 4,675,000
6,000 Atlanta Airport General Revenue
Refunding, Series C-3 A 2.230 6,000,000
26,770 Burke County Development
Authority Pollution Control
Revenue (Oglethorpe Power Corp.), 2.250 to
Series A A 2.320 26,770,000
14,300 De Kalb County Housing Authority,
Multi-Family Housing Revenue
Refunding (Post Walk Project) A 3.000 14,300,000
15,935 De Kalb County Housing Authority,
Multi-Family Housing Revenue
Refunding (Wood Terrace
Apartments Project) A 2.330 15,935,000
27,600 Fulton County Housing Authority,
Multi-Family Housing Revenue
Refunding (Spring Creek Crossing) A 2.290 27,600,000
15,000 Fulton County Tax Anticipation
Notes 12/30/05 3.500 15,056,345
10,400 Gwinnett County Housing Authority,
Multi-Family Housing Revenue
(Greens Apartments Project) A 2.300 10,400,000
6,000 Gwinnett County Housing Authority,
Multi-Family Housing Revenue
(Post Chase Project) A 2.290 6,000,000
13,150 Gwinnett County Housing Authority,
Multi-Family Housing Revenue
(Post Court Project) A 2.290 13,150,000
16,000 Municipal Electric Authority of Georgia
(General Resolution Projects),
Series C A 2.230 16,000,000
10,000 Municipal Electric Authority of Georgia
(Project One Subordination), Series D A 2.230 10,000,000
- -------------------------------------------------------------------------------------------------------------
165,886,345
=============================================================================================================
</Table>
21
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
ILLINOIS--9.46%
$ 20,000 Chicago Metropolitan Water
Reclamation District, Capital
Improvement, Series E A 2.320% $ 20,000,000
7,000 Chicago Metropolitan Water
Reclamation District Refunding,
Series A A 2.300 7,000,000
26,500 Chicago Metropolitan Water
Reclamation District Refunding,
Series B A 2.300 26,500,000
22,745 Chicago (Neighborhoods Alive),
Series 21-B A 2.280 22,745,000
53,050 Chicago O'Hare International
Airport Revenue, Series C A 2.230 53,050,000
16,020 Illinois Development Finance
Authority, Multi-Family Housing
Revenue Refunding
(Orleans Illinois Project) A 2.600 16,020,000
11,400 Illinois Development Finance
Authority Revenue
(Chicago Symphony Orchestra) A 2.220 11,400,000
7,800 Illinois Development Finance
Authority Revenue
(Evanston Northwestern), Series A A 2.320 7,800,000
14,100 Illinois Development Finance
Authority Revenue
(Francis W. Parker School Project) A 2.220 14,100,000
24,000 Illinois Development Finance
Authority Revenue
(St. Vincent De Paul Project),
Series A A 2.260 24,000,000
10,000 Illinois Educational Facilities
Authority Revenue
(ACI/Cultural Pooled Financing) A 2.320 10,000,000
8,000 Illinois Health Facilities Authority
Revenue (Pooled Loan), Series C A 2.350 8,000,000
27,815 Illinois Health Facilities Authority
Revenue Refunding
(Advocate Healthcare), Series B A 2.320 27,815,000
</Table>
22
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
ILLINOIS--(CONCLUDED)
$ 22,900 Illinois Health Facilities Authority
Revenue (University of Chicago
Hospital Project), Series C A 2.210% $ 22,900,000
50,900 Illinois Toll & Highway Authority A 2.260 50,900,000
- -------------------------------------------------------------------------------------------------------------
322,230,000
=============================================================================================================
INDIANA--3.91%
8,200 Indiana Educational Facilities
Authority Revenue
(University of Notre Dame) A 2.180 8,200,000
13,815 Indiana Health Facility Financing
Authority Hospital Revenue
(Aces Rehabilitation Hospital) A 2.280 13,815,000
8,000 Indiana Health Facility Financing
Authority Revenue (Ascension
Health Credit Group), Series A-2 A 1.730 8,000,000
11,000 Indiana Health Facility Financing
Authority Revenue (Ascension
Health Credit Group), Series A-3 A 2.500 11,000,000
82,600 Indiana Health Facility Financing
Authority Revenue (Ascension
Health Credit Group), Series B A 2.180 82,600,000
9,640 Indianapolis Local Public Improvement
Bond Bank Notes, Series F-2 A 2.260 9,640,000
- -------------------------------------------------------------------------------------------------------------
133,255,000
=============================================================================================================
IOWA--0.82%
10,000 Iowa Finance Authority Revenue
(Wheaton Franciscan), Series B A 2.260 10,000,000
18,100 Iowa Higher Education Loan
Authority Revenue (Aces Education
Loan Private College) A 2.380 18,100,000
- -------------------------------------------------------------------------------------------------------------
28,100,000
=============================================================================================================
KENTUCKY--1.48%
22,700 Kenton County Airport Board
Special Facilities Revenue, Series B A 2.300 22,700,000
</Table>
23
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
KENTUCKY--(CONCLUDED)
$ 6,710 Lexington-Fayette Urban County
Government Educational Facilities
Revenue (Sayre School) A 2.350% $ 6,710,000
13,675 Louisville & Jefferson County Visitors &
Convention Community Refunding
(Kentucky International Convention),
Series B A 2.350 13,675,000
7,500 Shelby County Lease Revenue,
Series A A 2.300 7,500,000
- -------------------------------------------------------------------------------------------------------------
50,585,000
=============================================================================================================
LOUISIANA--0.93%
2,000 Louisiana Offshore Terminal Authority
Deepwater Port Revenue Refunding
(Loop LLC Project), Series A A 2.280 2,000,000
13,640 Louisiana Public Facilities Authority
Revenue (College and University
Equipment and Capital), Series A A 2.400 13,640,000
16,100 South Louisiana Port Commission
Marine Terminal Facilities Revenue
(Occidental Petroleum) A 2.350 16,100,000
- -------------------------------------------------------------------------------------------------------------
31,740,000
=============================================================================================================
MARYLAND--3.49%
13,770 Baltimore County Revenue (Oak Crest
Village, Inc. Project), Series A A 2.290 13,770,000
18,150 Baltimore Industrial Development
Authority (Baltimore Capital
Acquisition) A 2.280 18,150,000
28,900 Maryland Health & Higher Educational
Facilities Authority (Pooled Loan
Program), Series A A 2.250 28,900,000
43,575 Maryland Health & Higher Educational
Facilities Authority (Pooled Loan
Program), Series B A 2.280 43,575,000
14,442 Maryland Health & Higher Educational
Facilities Authority (Pooled Loan
Program), Series D A 2.260 14,442,000
- -------------------------------------------------------------------------------------------------------------
118,837,000
=============================================================================================================
</Table>
24
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
MASSACHUSETTS--5.77%
$ 11,000 Massachusetts Development
Finance Agency Revenue
(Draper Laboratory Issue) A 2.280% $ 11,000,000
15,510 Massachusetts Health & Educational
Facilities Authority Revenue
(Partners Healthcare System),
Series P-1 A 2.260 15,510,000
14,650 Massachusetts Health & Educational
Facilities Authority Revenue
(Partners Healthcare System),
Series P-2 A 2.300 14,650,000
19,890 Massachusetts State Refunding,
Series A A 2.290 19,890,000
24,950 Massachusetts Water Resources
Authority Refunding
(General Multi-Modal), Series B A 2.260 24,950,000
43,900 Massachusetts Water Resources
Authority Refunding
(General Multi-Modal), Series C A 2.260 43,900,000
25,000 Massachusetts Water Resources
Authority Refunding
(General Multi-Modal), Series D A 2.260 25,000,000
4,000 North Andover Bond Anticipation
Notes 07/06/05 3.000 4,000,700
37,800 Route 3 North Transport Improvement
Associates Lease Revenue
(Demand Obligation Bond), Series B A 2.280 37,800,000
- -------------------------------------------------------------------------------------------------------------
196,700,700
=============================================================================================================
MICHIGAN--2.12%
16,800 Michigan Housing Development
Authority, Series 2000-A A 2.400 16,800,000
8,200 Michigan State Grant Anticipation
Notes, Series B A 2.270 8,200,000
10,000 Michigan State Notes, Series A 09/30/05 3.500 10,022,321
5,400 Northville Township Economic
Development Corp. Ltd.,
Obligation Revenue
(Thrifty Northville, Inc. Project) A 2.300 5,400,000
</Table>
25
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
MICHIGAN--(CONCLUDED)
$ 8,200 University of Michigan Revenue
Refunding (University Hospital),
Series A A 2.230% $ 8,200,000
14,000 University of Michigan Revenue
Refunding (University Hospital),
Series A A 2.250 14,000,000
9,650 University of Michigan Revenue
Refunding (University Hospital),
Series A-2 A 2.250 9,650,000
- -------------------------------------------------------------------------------------------------------------
72,272,321
=============================================================================================================
MISSISSIPPI--0.45%
15,500 Harrison County Pollution Control
Revenue (DuPont) A 2.250 15,500,000
=============================================================================================================
MISSOURI--2.66%
13,200 Missouri Health & Educational
Facilities Authority Revenue
(Assemblies of God College) A 2.300 13,200,000
13,010 Missouri Health & Educational
Facilities Authority Revenue
(Barnes Hospital Project) A 2.320 13,010,000
22,565 Missouri Health & Educational
Facilities Authority Revenue
(Lutheran Church) A 2.330 22,565,000
11,625 Missouri Health & Educational
Facilities Authority Revenue
(Washington University), Series A A 2.300 11,625,000
5,570 St. Charles County Industrial
Development Authority Revenue
Refunding (Casalon Apartments
Project) A 2.280 5,570,000
20,510 University of Missouri Revenue
(University Systems Facilities),
Series A A 2.290 20,510,000
4,200 University of Missouri Revenue
(University Systems Facilities),
Series B A 2.290 4,200,000
- -------------------------------------------------------------------------------------------------------------
90,680,000
=============================================================================================================
</Table>
26
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
MONTANA--0.32%
$ 11,000 Forsyth Pollution Control Revenue
Refunding (Pacificorp Project) A 2.530% $ 11,000,000
=============================================================================================================
NEBRASKA--0.33%
11,100 Nebhelp Increase Revenue
(Multiple-Mode), Series E A 2.350 11,100,000
=============================================================================================================
NEVADA--1.30%
10,000 Clark County Airport Improvement
Revenue Refunding, Series A A 2.260 10,000,000
34,150 Clark County Airport Improvement
Revenue (Sub Lien), Series A-1 A 2.260 34,150,000
- -------------------------------------------------------------------------------------------------------------
44,150,000
=============================================================================================================
NEW HAMPSHIRE--1.05%
7,200 Cheshire County Tax Anticipation
Notes 12/29/05 3.650 7,228,616
8,950 Durham Tax Anticipation Notes 12/30/05 3.650 8,985,938
13,800 New Hampshire Business Finance
Authority Resource Recovery
Revenue (Wheelabrator),
Series A A 2.280 13,800,000
5,815 New Hampshire Higher Educational &
Health Facilities Authority Revenue
(Mary Hitchcock), Series 85-H A 2.220 5,815,000
- -------------------------------------------------------------------------------------------------------------
35,829,554
=============================================================================================================
NEW MEXICO--0.09%
2,905 University of New Mexico,
University Revenue A 2.260 2,905,000
=============================================================================================================
NEW YORK--0.47%
10,000 New York City, Subseries H-2 A 2.240 10,000,000
6,000 New York State Housing Finance
Agency Revenue (North End Ave.
Housing), Series A A 2.310 6,000,000
- -------------------------------------------------------------------------------------------------------------
16,000,000
=============================================================================================================
</Table>
27
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
NORTH CAROLINA--7.86%
$ 9,800 Charlotte Certificates of Participation
(Government Facilities Authority),
Series F A 2.300% $ 9,800,000
68,680 Charlotte Water & Sewer Systems
Revenue Refunding, Series C A 2.270 68,680,000
20,600 Concord Utilities Systems Revenue
Refunding, Series B A 2.260 20,600,000
10,300 Fayetteville Public Works Commission
Revenue Refunding, Series A A 2.270 10,300,000
63,000 Mecklenburg County Certificates of
Participation A 2.270 63,000,000
11,760 North Carolina Educational Facility
Finance Agency Revenue
(Elon College) A 2.300 11,760,000
6,250 North Carolina Educational Facility
Finance Agency Revenue
(Providence Day) A 2.300 6,250,000
10,000 North Carolina Medical Care
Community Hospital Revenue
(Aces-Pooled Equipment Financing
Project) A 2.330 10,000,000
16,550 North Carolina Medical Care
Community Hospital Revenue
(Baptist Hospitals Project) A 2.550 16,550,000
15,000 North Carolina Refunding, Series B A 2.280 15,000,000
21,050 North Carolina Refunding, Series C A 2.260 21,050,000
14,750 University of North Carolina Hospital
Chapel Hill Revenue, Series B A 2.280 14,750,000
- -------------------------------------------------------------------------------------------------------------
267,740,000
=============================================================================================================
OHIO--3.88%
10,000 Butler County Capital Funding
Revenue (CCAO Low Cost Capital),
Series A A 2.300 10,000,000
14,900 Cleveland-Cuyahoga County Port
Authority Revenue
(Euclid/93rd Garage Office) A 2.350 14,900,000
18,900 Columbus Sewer Revenue Refunding A 2.300 18,900,000
</Table>
28
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
OHIO--(CONCLUDED)
$ 26,735 Franklin County Hospital Revenue
Refunding (U.S. Health Corp.),
Series A A 2.270% $ 26,735,000
10,400 Franklin County Hospital Revenue
Subordinated (Doctors Ohio Health),
Series B A 2.280 10,400,000
7,220 Mahoning County Housing Revenue
(Youngstown State University Project) A 2.270 7,220,000
14,200 Ohio Air Quality Development
Authority Revenue Refunding
(Ohio Edison Project), Series A A 2.220 14,200,000
29,900 Ohio Water Development Authority
Revenue Refunding (Water
Development Project) A 2.250 29,900,000
- -------------------------------------------------------------------------------------------------------------
132,255,000
=============================================================================================================
OREGON--0.20%
6,700 Portland Multi-Family Revenue
(South Park Block Project), Series A A 2.350 6,700,000
=============================================================================================================
PENNSYLVANIA--5.67%
14,380 Delaware County Authority Hospital
Revenue (Crozer-Chester Medical
Center) A 2.290 14,380,000
45,450 Delaware Valley Regional Finance
Authority (Local Government
Revenue) A 2.280 45,450,000
25,790 Lancaster County Hospital Authority
Revenue (Health Center, Masonic
Homes Project) A 2.290 25,790,000
5,850 Pennsylvania Higher Educational
Facilities Authority Revenue Refunding
(Carnegie Mellon University),
Series A A 2.290 5,850,000
6,000 Pennsylvania Higher Educational
Facilities Authority Revenue Refunding
(Carnegie Mellon University), Series C A 2.290 6,000,000
</Table>
29
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
PENNSYLVANIA--(CONCLUDED)
$ 9,000 Philadelphia Authority for Industrial
Development Revenue (Regional
Performing Arts Center Project) A 2.200% $ 9,000,000
6,500 Philadelphia Hospital & Higher
Education Facilities Authority Revenue
(Children's Hospital Project), Series A A 2.300 6,500,000
10,600 Philadelphia Hospital & Higher
Education Facilities Authority Revenue
(Children's Hospital Project), Series B A 2.300 10,600,000
16,000 Philadelphia Hospital & Higher
Education Facilities Authority Revenue
(Children's Hospital Project), Series D A 2.300 16,000,000
20,000 Southcentral General Authority
Revenue (Wellspan Health Obligated),
Series D A 2.280 20,000,000
19,200 University of Pittsburgh of the
Commonwealth Systems of Higher Education
(University Capital Project), Series A A 2.400 19,200,000
14,220 York General Authority Revenue
(Pooled Financing Subordinated), Series B A 2.290 14,220,000
- -------------------------------------------------------------------------------------------------------------
192,990,000
=============================================================================================================
SOUTH CAROLINA--2.63%
27,800 Piedmont Municipal Power Agency,
South Carolina Electric Revenue
Refunding, Series A A 2.400 27,800,000
10,000 Piedmont Municipal Power Agency,
South Carolina Electric Revenue
Refunding, Series B A 2.400 10,000,000
10,300 Piedmont Municipal Power Agency,
South Carolina Electric Revenue
Refunding, Subseries B-2 A 2.400 10,300,000
10,000 South Carolina Educational Facilities
Authority for Private Nonprofit
Institutions Refunding & Improvement
(Anderson) A 2.300 10,000,000
</Table>
30
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
SOUTH CAROLINA--(CONCLUDED)
$ 19,380 South Carolina Jobs-Economic
Development Authority (Coastal
Carolina University Project), Series A A 2.290% $ 19,380,000
12,015 South Carolina Jobs-Economic
Development Authority, Hospital
Facilities Revenue (Orangeburg
Medical Center) A 2.260 12,015,000
- -------------------------------------------------------------------------------------------------------------
89,495,000
=============================================================================================================
TENNESSEE--3.24%
19,230 Clarksville Public Building Authority
Revenue, Tennessee Municipal
Bond Fund A 2.280 19,230,000
10,000 Metropolitan Government Nashville &
Davidson County, Health &
Educational Facilities Board Revenue
(Vanderbilt University) A 2.220 10,000,000
13,965 Metropolitan Government Nashville &
Davidson County, Industrial
Development Refunding
(David Lipscomb University Project) A 2.290 13,965,000
53,490 Montgomery County Public Building
Authority Revenue, Financing
Government Obligation 2.280 to
(Pooled Loan) A 2.300 53,490,000
5,120 Shelby County, Series A A 2.350 5,120,000
8,510 Tusculum Health Educational &
Housing Board, Educational
Facilities Revenue (Tusculum
College Project) A 2.290 8,510,000
- -------------------------------------------------------------------------------------------------------------
110,315,000
=============================================================================================================
TEXAS--8.22%
32,090 Guadalupe-Blanco River Authority
Pollution Control Revenue Refunding
(Central Power & Light Co. Project) A 2.250 32,090,000
19,500 Harris County Health Facilities
Development Corp. Revenue
(St. Luke's Episcopal Hospital),
Series B A 2.300 19,500,000
</Table>
31
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
TEXAS--(CONCLUDED)
$ 76,400 Harris County Health Facilities
Development Corp. Revenue
(The Methodist Systems), Series B A 2.300% $ 76,400,000
20,000 Harris County Health Facilities
Development Corp. Revenue
(YMCA Greater Houston Area) A 2.300 20,000,000
10,205 Southwest Higher Education Authority
(Southern Methodist University) A 2.300 10,205,000
7,050 Tarrant County Housing Finance Corp.
Revenue Refunding (Multi-Family
Housing Apartments Project) A 2.440 7,050,000
5,320 Texas State (Veterans Housing
Assistance), Fund I A 2.260 5,320,000
85,000 Texas Tax and Revenue Anticipation
Notes 08/31/05 3.000 85,150,353
24,165 Texas Turnpike Authority Central Texas
Turnpike System Revenue,
First Tier, Series B A 2.260 24,165,000
- -------------------------------------------------------------------------------------------------------------
279,880,353
=============================================================================================================
UTAH--0.33%
11,200 Salt Lake County Pollution Control
Revenue Refunding (Service Station
Holdings Project) A 2.300 11,200,000
=============================================================================================================
VIRGINIA--0.54%
11,545 Fairfax County Economic Development
Authority Revenue (Smithsonian
Institution), Series A A 2.200 11,545,000
7,000 Norfolk Industrial Development
Authority Revenue (Hospital
Facilities Children's Project) A 2.300 7,000,000
- -------------------------------------------------------------------------------------------------------------
18,545,000
=============================================================================================================
WASHINGTON--4.47%
23,000 Energy Northwest Washington Electric
Revenue Refunding (Project No. 3),
Series D-3-1 A 2.270 23,000,000
22,200 King County Sewer Revenue
(Junior Lien), Series B A 2.400 22,200,000
</Table>
32
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONCLUDED)
WASHINGTON--(CONCLUDED)
$ 5,100 Port of Vancouver A 2.300% $ 5,100,000
8,600 Seattle Municipal Light & Power
Revenue A 2.210 8,600,000
35,370 Snohomish County Public Utility
District No. 001 Electric Revenue
Refunding (Generation Systems),
Series A A 2.270 35,370,000
10,000 Tulalip Tribes of The Tulalip Reservation
Special Revenue Refunding A 2.320 10,000,000
10,490 Washington Health Care Facilities
Authority Revenue (Providence
Services), Series A A 2.300 10,490,000
23,960 Washington Public Power Supply
Systems Nuclear Project No. 1
Revenue Refunding, Series 1A-2 A 2.270 23,960,000
13,420 Washington Public Power Supply
Systems Nuclear Project No. 3
Electric Revenue Refunding,
Series 3A A 2.230 13,420,000
- -------------------------------------------------------------------------------------------------------------
152,140,000
=============================================================================================================
WISCONSIN--0.66%
12,540 New Berlin School District Tax and
Revenue Anticipation Promissory
Notes 09/01/05 3.000 12,545,162
10,000 Wisconsin Center District Tax Revenue,
Series A A 2.280 10,000,000
- -------------------------------------------------------------------------------------------------------------
22,545,162
=============================================================================================================
Total Municipal Bonds and Notes (cost--$3,141,941,435) 3,141,941,435
=============================================================================================================
TAX-EXEMPT COMMERCIAL PAPER--8.19%
FLORIDA--0.43%
14,500 Florida Local Government Finance,
Series B 07/22/05 2.550 14,500,000
=============================================================================================================
</Table>
33
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
TAX-EXEMPT COMMERCIAL PAPER--(CONTINUED)
GEORGIA--1.64%
$ 26,000 Burke County Development Authority
Pollution Control 07/08/05 to 2.550 to
(Oglethorpe Power Corp.) 07/21/05 2.600% $ 26,000,000
29,818 Georgia Municipal Electric Authority 07/20/05 to 2.500 to
08/09/05 2.570 29,818,000
- -------------------------------------------------------------------------------------------------------------
55,818,000
=============================================================================================================
ILLINOIS--0.92%
31,200 Illinois Educational Facilities Authority 07/15/05 to 2.450 to
Revenue 08/12/05 2.500 31,200,000
=============================================================================================================
LOUISIANA--0.41%
13,970 Louisiana Offshore Terminal
Authority Deepwater Port
Revenue Refunding (Loop, Inc.
First Stage), Series A 08/11/05 2.930 13,970,000
=============================================================================================================
MARYLAND--0.49%
16,700 Baltimore County Metropolitan District 07/12/05 2.450 16,700,000
=============================================================================================================
NEVADA--0.29%
10,000 Clark County Regional Flood Control 07/25/05 2.780 10,000,000
=============================================================================================================
PUERTO RICO--2.11%
71,877 Government Development Bank of 07/11/05 to 2.630 to
Puerto Rico 08/19/05 3.050 71,877,000
=============================================================================================================
TENNESSEE--0.24%
8,125 Tennessee State, Series A 09/09/05 2.680 8,125,000
=============================================================================================================
TEXAS--1.25%
22,740 Austin Utilities System 07/11/05 to 2.520 to
08/05/05 2.840 22,740,000
10,000 Dallas Waterworks and Sewer System,
Series B 09/06/05 2.500 10,000,000
10,000 North Central Texas Health Facilities
Development (Methodist Hospital) 09/07/05 2.600 10,000,000
- -------------------------------------------------------------------------------------------------------------
42,740,000
=============================================================================================================
</Table>
34
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATE RATE VALUE
- -------------------------------------------------------------------------------------------------------------
TAX-EXEMPT COMMERCIAL PAPER--(CONCLUDED)
WASHINGTON--0.41%
$ 14,000 Port of Tacoma 09/14/05 2.600% $ 14,000,000
=============================================================================================================
Total Tax-Exempt Commercial Paper (cost--$278,930,000) 278,930,000
=============================================================================================================
Total Investments (cost--$3,420,871,435 which
approximates cost for federal income tax
purposes)--100.42% 3,420,871,435
Liabilities in excess of other assets--(0.42)% (14,257,436)
- -------------------------------------------------------------------------------------------------------------
Net Assets (applicable to 3,407,349,413 shares
of common stock outstanding equivalent to
$1.00 per share)--100.00% $ 3,406,613,999
=============================================================================================================
</Table>
A Variable rate demand notes are payable on demand. The interest rates shown
are the current rates as of June 30, 2005, and reset periodically.
Weighted average maturity -- 11 days
See accompanying notes to financial statements
35
<Page>
UBS RMA CALIFORNIA MUNICIPAL MONEY FUND
Statement of Net Assets -- June 30, 2005
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--92.32%
$ 3,050 California, Daily Kindergarten
Universal, Series A-1 A 2.200% $ 3,050,000
11,170 California, Daily Kindergarten
Universal, Series A-2 A 2.220 11,170,000
9,900 California, Daily Kindergarten
Universal, Series A-3 A 2.480 9,900,000
3,550 California, Daily Kindergarten
Universal, Series B-2 A 2.150 3,550,000
8,000 California Department of Veteran
Affairs Home Purchase, Subseries A-2 A 2.200 8,000,000
10,000 California Department of Water
Resources Power Supply Revenue
(Putters), Series 344 A 2.310 10,000,000
5,600 California Department of Water
Resources Power Supply Revenue,
Series B-2 A 2.480 5,600,000
4,000 California Department of Water
Resources Power Supply Revenue,
Series B-4 A 2.150 4,000,000
15,100 California Department of Water
Resources Power Supply Revenue,
Series C-1 A 2.250 15,100,000
15,400 California Department of Water
Resources Power Supply Revenue,
Series C-2 A 2.250 15,400,000
5,000 California Department of Water
Resources Power Supply Revenue,
Series C-14 A 2.250 5,000,000
3,300 California Economic Recovery,
Series C-6 A 2.150 3,300,000
1,950 California Educational Facilities
Authority (Foundation for
Educational Achievement), Series A A 2.250 1,950,000
10,000 California Health Facilities Financing
Authority (Catholic Health Facilities),
Series J A 2.230 10,000,000
8,704 California Health Facilities Financing
Authority (Floating Pooled Loan
Program), Series B A 2.350 8,704,000
</Table>
36
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
$ 38,840 California Health Facilities Financing
Authority (Hospital Adventist Health 2.220 to
Systems), Series A A 2.350% $ 38,840,000
1,300 California Health Facilities Financing
Authority (Hospital Adventist Health
Systems), Series C A 2.220 1,300,000
4,900 California Infrastructure & Economic
Development Revenue (Asian Art
Museum Foundation) A 2.220 4,900,000
15,500 California Infrastructure & Economic
Development Revenue (Buck Institute
Age Research) A 2.160 15,500,000
11,900 California Infrastructure & Economic
Development Revenue (Independent
Systems Operation Corp. Project),
Series B A 2.290 11,900,000
7,900 California Infrastructure & Economic
Development Revenue (Independent
Systems Operation Corp. Project),
Series C A 2.240 7,900,000
5,000 California, Series C-1 A 2.250 5,000,000
3,400 California Statewide Communities
Development Authority (Kaiser
Permanente), Series M A 2.260 3,400,000
20,725 California Transit Financing Authority A 2.350 20,725,000
6,995 Anaheim Certificates of Participation,
Adjusted 1993 Refunding Projects A 2.210 6,995,000
10,220 Association of Bay Area Governments
Finance Authority for Nonprofit Corps.
Certificates of Participation (Lucile
Salter Packard Project) A 2.220 10,220,000
8,000 Bay Area Toll Authority Toll Board
(San Francisco Bay Area), Series C A 2.230 8,000,000
15,215 Conejo Valley Unified School
District Tax and Revenue
Anticipation Notes 06/30/06 3.500 15,347,979
9,500 Daly City Housing Finance Agency
Multi-Family Revenue Refunding
(Serramonte Del Ray), Series A A 2.220 9,500,000
</Table>
37
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
$ 8,000 Desert Sands Unified School
District Tax and Revenue
Anticipation Notes 07/07/06 3.500% $ 8,069,920
8,620 East Bay Municipal Utility District
Water Systems Revenue Refunding,
Subseries A A 2.210 8,620,000
9,600 East Bay Municipal Utility District
Water Systems Revenue Refunding,
Subseries B A 2.200 9,600,000
10,000 East Bay Municipal Utility District
Water Systems Revenue Refunding,
Subseries B-3 A 2.350 10,000,000
11,000 Fresno Multi-Family Housing Revenue
Refunding (Heron Pointe Apartments),
Series A A 2.220 11,000,000
4,100 Grand Terrace Community
Redevelopment Agency
Multi-Family Housing Revenue
(Mount Vernon Villas) A 2.250 4,100,000
13,745 Irvine Improvement Bond Act 1915
Limited Obligation (Assessment
District 85-7-1) A 2.300 13,745,000
4,700 Livermore Certificates of Participation
(Refunding and Capital Projects) A 2.350 4,700,000
8,100 Los Angeles Community
Redevelopment Agency
Multi-Family Housing Revenue
(Skyline at Southpark Phase II) A 2.180 8,100,000
12,600 Los Angeles County Transport
Commission Sales Tax and
Revenue, Series A A 2.210 12,600,000
12,600 Los Angeles Multi-Family Housing
Revenue (Museum Terrace
Apartments), Series H A 2.510 12,600,000
10,000 Los Angeles Water and Power
Revenue, Subseries A-1 A 2.200 10,000,000
9,900 Los Angeles Water and Power
Revenue, Subseries A-5 A 2.200 9,900,000
2,100 Los Angeles Water and Power
Revenue, Subseries B-3 A 2.220 2,100,000
</Table>
38
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
$ 2,000 Los Angeles Water and Power
Revenue, Subseries B-6 A 2.210% $ 2,000,000
7,500 Metropolitan Water District Southern
California Waterworks Revenue,
Series A-1 A 2.200 7,500,000
10,000 Metropolitan Water District Southern
California Waterworks Revenue,
Series B-1 A 2.200 10,000,000
16,600 Metropolitan Water District Southern
California Waterworks Revenue,
Series B-2 A 2.200 16,600,000
6,795 Moorpark Industrial Development
Authority (Fred Kavli and
Kavlico Corp.) A 2.250 6,795,000
5,850 Newport Beach Revenue (Hoag
Memorial Hospital), Series A A 2.230 5,850,000
12,670 Newport Beach Revenue
(Hoag Memorial Hospital), Series C A 2.230 12,670,000
10,000 Northern California Power Agency
Revenue Refunding
(Hydroelectric No. 1-A) A 2.210 10,000,000
25,513 Oakland Alameda County Coliseum
Authority Lease Revenue A 2.350 25,513,000
12,000 Oakland Alameda County Coliseum
Authority Lease Revenue
(Coliseum Project), Series C-2 A 2.230 12,000,000
6,790 Orange County Apartment
Development Revenue
(Niguel Village), Series AA A 2.280 6,790,000
6,340 Orange County Apartment
Development Revenue
(Niguel Village), Series U A 2.300 6,340,000
13,200 Orange County Apartment
Development Revenue
(Seaside Meadow), Series C A 2.210 13,200,000
11,700 Orange County Apartment
Development Revenue
(Villas La-Paz), Series F A 2.250 11,700,000
16,950 Orange County Apartment
Development Revenue Refunding
(WLCO LF Issue G), Series 3 A 2.200 16,950,000
</Table>
39
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
$ 32,300 Orange County Water District Revenue
Certificates of Participation, Series A A 2.210% $ 32,300,000
6,900 Pasadena Certificates of Participation
(Rose Bowl Imports Project) A 2.280 6,900,000
5,200 Pittsburg Redevelopment Agency
Tax Allocation (Los Medanos
Community), Series A A 2.250 5,200,000
5,650 Sacramento County Certificates of
Participation (Administration Center
and Courthouse Project) A 2.350 5,650,000
5,500 Sacramento County Sanitation
District Financing Authority Revenue
Subordinated Lien (Sacramento),
Series C A 2.250 5,500,000
4,000 Sacramento Municipal Utility District
Electricity Revenue Refunding,
Series S 11/15/05 6.000 4,050,591
7,500 Sacramento Unified School District
Certificates of Participation A 2.250 7,500,000
9,400 San Bernardino County Certificates of
Participation (County Center
Refinancing Project) A 2.230 9,400,000
4,800 San Bernardino County Multi-Family
Revenue Bonds (WLP Mountain View
Apartments), Series A A 2.200 4,800,000
4,000 San Francisco City and County
Redevelopment Agency Revenue
(Community Facilities District No. 4) A 2.300 4,000,000
9,000 San Jose Redevelopment Agency
Revenue (Merged Area
Redevelopment Project), Series B A 2.280 9,000,000
13,000 San Jose-Santa Clara Water Financing
Authority Sewer Revenue, Series B A 2.210 13,000,000
6,500 San Leandro Unified School District
Tax and Revenue Anticipation Notes 07/12/05 3.000 6,502,600
15,050 Simi Valley Multi-Family Housing
Revenue Refunding (Lincoln
Wood Ranch) A 2.200 15,050,000
5,300 South Placer Wastewater Authority
California Wastewater Revenue,
Series B A 2.160 5,300,000
</Table>
40
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONCLUDED)
$ 20,000 Southern California Public Power
Authority Transmission Project
Revenue, Subordinated Refunding
(Southern Transmission) A 2.210% $ 20,000,000
4,200 Turlock Irrigation District Certificates of
Participation (Capital Improvement
and Refunding Project) A 2.220 4,200,000
25,000 Western Placer Unified School
Certificates of Participation (School
Facilities Project), Series A A 2.250 25,000,000
- -------------------------------------------------------------------------------------------------------------
Total Municipal Bonds and Notes (cost--$746,648,090) 746,648,090
=============================================================================================================
TAX-EXEMPT COMMERCIAL PAPER--10.11%
5,000 California Educational Facilities
Authority (Carnegie Institute of
Washington), Series B 07/08/05 2.500 5,000,000
17,100 California Statewide Community
Development Authority 07/14/05 to 2.450 to
(Kaiser Permanente) 09/07/05 2.580 17,100,000
9,800 East Bay Municipal Utility District 08/10/05 to
Water Systems Revenue 08/11/05 2.720 9,800,000
5,000 Transmission Authority of Northern
California 08/09/05 2.400 5,000,000
13,800 Los Angeles County Capital Asset 09/13/05 to
Leasing Corp. 09/14/05 2.530 13,800,000
3,500 Sacramento Municipal Utility District 07/11/05 2.500 3,500,000
5,000 Santa Clara Valley Water District 08/05/05 2.500 5,000,000
22,547 Puerto Rico Commonwealth 07/11/05 to 2.630 to
Government Development Bank 08/19/05 3.050 22,547,000
- -------------------------------------------------------------------------------------------------------------
Total Tax-Exempt Commercial Paper (cost--$81,747,000) 81,747,000
=============================================================================================================
</Table>
41
<Page>
<Table>
<Caption>
NUMBER OF
SHARES INTEREST
(000) RATE VALUE
- -------------------------------------------------------------------------------------------------------------
MONEY MARKET FUND+--0.25%
2,000 Blackrock California Municipal Fund
(cost--$2,000,000) 2.199% $ 2,000,000
=============================================================================================================
Total Investments (cost--$830,395,090 which
approximates cost for federal income tax
purposes)--102.68% 830,395,090
Liabilities in excess of other assets--(2.68)% (21,632,841)
- -------------------------------------------------------------------------------------------------------------
Net Assets (applicable to 809,175,770 shares of
beneficial interest outstanding equivalent to
$1.00 per share)--100.00% $ 808,762,249
=============================================================================================================
</Table>
A Variable rate demand notes are payable on demand. The interest rates shown
are the current rates as of June 30, 2005 and reset periodically.
+ Interest rate shown reflects yield at June 30, 2005.
Weighted average maturity -- 20 days
See accompanying notes to financial statements
42
<Page>
UBS RMA NEW YORK MUNICIPAL MONEY FUND
Statement of Net Assets -- June 30, 2005
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--93.50%
$ 28,490 New York State Dormitory Authority 2.180 to
Revenue (Cornell University), Series B A 2.260% $ 28,490,000
8,000 New York State Dormitory Authority
Revenue (Mental Health Facilities
Improvement), Series F-2B A 2.230 8,000,000
7,527 New York State Dormitory
Authority Revenue
(Metropolitan Museum of Art) A 2.180 7,527,000
5,400 New York State Dormitory Authority
Revenue Non State Supported
Debt, Series C A 2.250 5,400,000
3,240 New York State Dormitory Authority
Revenue (Oxford University Press, Inc.) A 2.180 3,240,000
12,500 New York State Dormitory Authority
Revenue (Wagner College) A 2.310 12,500,000
22,150 New York State Energy Research &
Development Authority Pollution
Control Revenue (Orange &
Rockland Project), Series A A 2.220 22,150,000
12,400 New York State Housing Finance
Agency (Normandie Court I Project) A 2.200 12,400,000
14,800 New York State Housing Finance
Agency Revenue (North End Ave.
Housing), Series A A 2.310 14,800,000
10,000 New York State Housing Finance
Agency Service Contract Revenue,
Series D A 2.230 10,000,000
5,000 New York State Housing Finance
Agency Service Contract Revenue,
Series I A 2.310 5,000,000
5,500 New York State Local Government
Assistance Corp. Refunding
(Sub Lien), Series A-5V A 2.100 5,500,000
7,595 New York State Local Government
Assistance Corp., Series B A 2.100 7,595,000
12,703 New York State Local Government
Assistance Corp., Series G A 2.200 12,703,000
14,000 New York State Urban Development
Corp. Revenue (State Facilities &
Equipment), Subseries A-3-B A 2.220 14,000,000
</Table>
43
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
$ 6,000 New York State Urban Development
Corp. Revenue (State Facilities &
Equipment), Subseries A-3-C A 2.350% $ 6,000,000
6,550 Erie County Water Authority A 2.220 6,550,000
2,490 Great Neck North Water Authority
Systems Revenue, Series-A A 2.350 2,490,000
2,117 Ithaca Bond Anticipation Notes 08/05/05 3.000 2,119,850
5,000 Jay Street Development Corp.
New York City Facility Lease Revenue
(Jay Street Project), Series A-1 A 2.240 5,000,000
19,000 Jay Street Development Corp.
New York City Facility Lease Revenue
(Jay Street Project), Series A-3 A 2.240 19,000,000
7,000 Long Island Power Authority
Electric Systems Revenue, Series D A 2.230 7,000,000
3,550 Long Island Power Authority Electric
Systems Revenue, Subseries 1-B A 2.260 3,550,000
2,900 Long Island Power Authority Electric
Systems Revenue, Subseries 3-B A 2.170 2,900,000
12,000 Metropolitan Transportation Authority
(Dedicated Tax Fund), Series D-2 A 2.250 12,000,000
10,000 Metropolitan Transportation
Authority, Series D-1 A 2.200 10,000,000
13,900 Metropolitan Transportation
Authority, Subseries A-2 A 2.240 13,900,000
7,355 Monroe County Industrial
Development Agency Civic
Facilities Revenue Refunding
(Nazareth College), Series B A 2.350 7,355,000
5,000 Nassau County Interim Finance
Authority, Series A A 2.200 5,000,000
19,500 New York City Housing Development
Corp. Multi-Family Rental Housing
(63 Wall Street), Series A A 2.200 19,500,000
6,000 New York City Housing Development
Corp. Multi-Family Rental Housing
(90 West Street), Series A A 2.260 6,000,000
15,700 New York City Housing Development
Corp. Multi-Family Rental Housing
(Parkgate Development), Series A A 2.160 15,700,000
</Table>
44
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
$ 6,500 New York City Housing Development
Corp. Multi-Family Rental Housing
(Queenswood Apartments), Series A A 2.150% $ 6,500,000
9,200 New York City Industrial Development
Agency Civic Facility Revenue
(Center for Jewish History Project) A 2.280 9,200,000
3,215 New York City Industrial Development
Agency Civic Facility Revenue
(Church of Heavenly Rest) A 2.300 3,215,000
6,810 New York City Industrial Development
Agency Civic Facility Revenue
(MSMC Realty Corp. Project) A 2.200 6,810,000
26,350 New York City Industrial Development
Agency Revenue (Liberty 1 Bryant
Park LLC), Series B A 2.300 26,350,000
4,100 New York City Municipal Water Finance
Authority Water & Sewer Systems
Revenue (Fiscal 2003), Subseries C-1 A 2.340 4,100,000
12,800 New York City Municipal Water
Finance Authority Water &
Sewer Systems Revenue, Series A A 2.170 12,800,000
6,390 New York City Municipal Water
Finance Authority Water &
Sewer Systems Revenue, Series C A 2.340 6,390,000
14,900 New York City Municipal Water
Finance Authority Water &
Sewer Systems Revenue, Series F-1 A 2.340 14,900,000
3,300 New York City, Series B-2, Subseries B-5 A 2.180 3,300,000
18,750 New York City, Subseries A-4 A 2.170 18,750,000
600 New York City, Subseries E-4 A 2.260 600,000
2,800 New York City, Subseries E-5 A 2.480 2,800,000
12,850 New York City, Subseries H-1 A 2.170 12,850,000
5,360 New York City Trust for Cultural
Resources Revenue (Asia Society) A 2.190 5,360,000
4,100 Niagara Falls Toll Bridge Commission A 2.220 4,100,000
14,995 Oneida County Industrial Development
Agency Revenue Civic Facilities
(Hamilton College) A 2.350 14,995,000
20,965 Oneida Indian Nation A 2.280 20,965,000
</Table>
45
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONCLUDED)
$ 4,000 Port Authority of New York &
New Jersey Special Obligation
Revenue (Versatile Structure
Obligation), Series 2 A 2.340% $ 4,000,000
9,805 Port Authority of New York &
New Jersey Special Obligation
Revenue (Versatile Structure
Obligation), Series 3 A 2.290 9,805,000
3,400 Port Authority of New York &
New Jersey Special Obligation
Revenue (Versatile Structure
Obligation), Series 5 A 2.290 3,400,000
16,500 Suffolk County Water Authority
Bond Anticipation Notes A 2.230 16,500,000
27,215 Triborough Bridge & Tunnel
Authority Revenue General 2.230 to
Purpose, Series B A 2.250 27,215,000
9,033 Yonkers Industrial Development
Agency (Consumers Union Facility) A 2.350 9,032,645
- -------------------------------------------------------------------------------------------------------------
Total Municipal Bonds and Notes (cost--$557,307,495) 557,307,495
=============================================================================================================
TAX-EXEMPT COMMERCIAL PAPER--6.18%
7,000 New York State Power Authority 08/09/05 2.400 7,000,000
5,000 Metropolitan Transportation Authority 08/10/05 2.720 5,000,000
24,847 Government Development Bank of 07/11/05 to 2.630 to
Puerto Rico 08/19/05 2.950 24,847,000
- -------------------------------------------------------------------------------------------------------------
Total Tax-Exempt Commercial Paper (cost--$36,847,000) 36,847,000
=============================================================================================================
Total Investments (cost--$594,154,495
which approximates cost for federal income
tax purposes)--99.68% 594,154,495
Other assets in excess of liabilities--0.32% 1,916,782
- -------------------------------------------------------------------------------------------------------------
Net Assets (applicable to 596,195,778 shares
of beneficial interest outstanding equivalent to
$1.00 per share)--100.00% $ 596,071,277
=============================================================================================================
</Table>
A Variable rate demand notes are payable on demand. The interest rates shown
are the current rates as of June 30, 2005 and reset periodically.
Weighted average maturity -- 7 days
See accompanying notes to financial statements
46
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--94.55%
$ 3,300 New Jersey Economic Development
Authority (Bayonne Project
Improvement), Series B A 2.250% $ 3,300,000
5,870 New Jersey Economic Development
Authority (Bayonne Project
Improvement), Series C A 2.250 5,870,000
2,800 New Jersey Economic Development
Authority (Center for
Aging-Applewood) A 2.140 2,800,000
790 New Jersey Economic Development
Authority (Church and Dwight Co.
Project) A 2.330 790,000
4,000 New Jersey Economic Development
Authority (Crowley Liner Services
Project) A 2.260 4,000,000
1,750 New Jersey Economic Development
Authority (Danic Urban Renewal) A 2.250 1,750,000
2,985 New Jersey Economic Development
Authority (Institute of Electrical),
Series A A 2.270 2,985,000
405 New Jersey Economic Development
Authority (Kenwood USA Corp.
Project) A 2.300 405,000
800 New Jersey Economic Development
Authority (Lawrenceville School
Project) A 2.100 800,000
2,900 New Jersey Economic Development
Authority (Lawrenceville School
Project), Series B A 2.170 2,900,000
5,100 New Jersey Economic Development
Authority (Stolthaven Project),
Series A A 2.300 5,100,000
2,000 New Jersey Economic Development
Authority (Thermal Energy Limited
Partnership) A 2.370 2,000,000
2,000 New Jersey Economic Development
Authority (Transportation),
Series N10-Regulation D A 2.380 2,000,000
3,200 New Jersey Economic Development
Authority Speciality Facilities Revenue
(Port Newark Container LLC) A 2.310 3,200,000
</Table>
47
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONTINUED)
$ 300 New Jersey Economic Development
Authority Pollution Control Revenue
(Exxon Project) A 2.190% $ 300,000
1,000 New Jersey Economic Development
Authority Water Facilities Revenue
Refunding (United Water NJ, Inc.
Project), Series A A 2.280 1,000,000
2,100 New Jersey Economic Development
Authority Water Facilities Revenue
Refunding (United Water NJ, Inc.
Project), Series B A 2.480 2,100,000
4,625 New Jersey Educational Facilities
Authority (College of New Jersey),
Series A A 2.270 4,625,000
4,555 New Jersey Educational Facilities
Authority (Princeton University), 2.100 to
Series B A 2.400 4,555,000
2,000 New Jersey Health Care Facilities
Authority (Community Hospital
Group), Series A-1 A 2.270 2,000,000
2,000 New Jersey Health Care Facilities
Authority (Robert Wood Johnson
University) A 2.270 2,000,000
4,770 New Jersey Health Care Facilities
Authority (St. Barnabas), Series A A 2.260 4,770,000
5,800 New Jersey Health Care Facilities
Authority (St. Peter's Hospital),
Series B A 2.340 5,800,000
5,000 New Jersey Health Care Facilities
Authority (Variable Capital Health
Systems Obligation), Group B A 2.270 5,000,000
2,000 New Jersey Health Care Facilities
Authority, Series 943 A 2.320 2,000,000
2,270 New Jersey Sports & Exposition
Authority, Series B-1 A 2.230 2,270,000
4,969 New Jersey Transport Trust Fund
Authority, Series 941D A 2.300 4,968,500
4,300 New Jersey Turnpike Authority A 2.250 4,300,000
2,000 New Jersey Turnpike Authority
(Putters Series 155) A 2.300 2,000,000
</Table>
48
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES--(CONCLUDED)
$ 1,210 Atlantic County New Jersey
Improvement Authority Revenue
(Pooled Government Loan Program) A 2.250% $ 1,210,000
1,000 Cedar Grove Township School District
Bond Anticipation Notes 08/25/05 3.000 1,001,880
1,300 Gloucester County Industrial Pollution
Control Financing Authority Revenue
Refunding (Exxon Mobil) A 2.000 1,300,000
4,300 Mercer County Improvement Authority
(Atlantic Foundation) A 2.230 4,300,000
1,950 Monmouth County Improvement
Authority (Pooled Government
Loan Program) A 2.140 1,950,000
5,335 Port Authority of New York and
New Jersey Special Obligation
Revenue (Versatile Structure
Obligation), Series 3 A 2.290 5,335,000
2,500 Port Authority of New York and
New Jersey Special Obligation
Revenue (Versatile Structure
Obligation), Series 4 A 2.410 2,500,000
2,855 Port Authority of New York and
New Jersey Special Obligation
Revenue (Versatile Structure
Obligation), Series 5 A 2.290 2,855,000
4,115 Rutgers State University Refunding,
Series A A 2.230 4,115,000
1,525 Salem County Pollution Control
Financing Refunding (Atlantic
City Electric), Series A A 2.200 1,525,000
2,000 Somerville New Jersey - Bond
Anticipation Notes 05/12/06 4.000 2,015,560
6,000 Union County Improvement
Authority (Cedar Glen Housing
Corp.), Series A A 2.310 6,000,000
3,860 Union County Industrial Pollution
Control Financing Authority
(Exxon Project) A 2.160 3,860,000
3,300 University of Medicine & Dentistry,
Series B A 2.280 3,300,000
- -------------------------------------------------------------------------------------------------------------
Total Municipal Bonds and Notes (cost--$126,855,940) 126,855,940
=============================================================================================================
</Table>
49
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- -------------------------------------------------------------------------------------------------------------
TAX-EXEMPT COMMERCIAL PAPER--5.24%
$ 7,032 Puerto Rico Commonwealth
Government Development Bank 07/13/05 to 2.650 to
(cost--$7,032,000) 07/19/05 2.950% $ 7,032,000
=============================================================================================================
Total Investments (cost--$133,887,940 which
approximates cost for federal income tax
purposes)--99.79% 133,887,940
Other assets in excess of liabilities--0.21% 285,638
- -------------------------------------------------------------------------------------------------------------
Net Assets (applicable to 134,170,166 shares of
beneficial interest outstanding equivalent to
$1.00 per share)--100.00% $ 134,173,578
=============================================================================================================
</Table>
A Variable rate demand notes are payable on demand. The interest rates shown
are the current rates as of June 30, 2005 and reset periodically.
Weighted average maturity -- 10 days
See accompanying notes to financial statements
50
<Page>
(This page intentionally left blank)
51
<Page>
UBS RMA
Statement of Operations
<Table>
<Caption>
FOR THE YEAR ENDED JUNE 30, 2005
--------------------------------
MONEY MARKET U.S. GOVERNMENT
PORTFOLIO PORTFOLIO
- -----------------------------------------------------------------------------------------------
INVESTMENT INCOME:
Interest $ 251,294,581 $ 24,657,495
Securities lending income (includes $2; $0; $0; $0; $0; $0,
respectively, earned from an affiliated entity) 1,659 238,445
251,296,240 24,895,940
EXPENSES:
Investment advisory and administration fees 57,713,411 5,063,288
Service fees -- 1,487,252
Transfer agency and related services fees 7,057,434 256,163
Custody and accounting 1,154,281 118,980
Reports and notices to shareholders 515,242 22,860
Insurance expense 440,119 65,835
Federal and state registration fees 193,672 48,373
Directors'/Trustees' fees 135,064 25,299
Professional fees 116,894 104,130
Interest expense -- --
Other expenses 105,740 21,682
67,431,857 7,213,862
Less: Fee waivers by investment advisor and administrator (43,414) --
Net expenses 67,388,443 7,213,862
Net investment income 183,907,797 17,682,078
Net realized gains (losses) from investment activities (1,698,238) (121,037)
Net increase in net assets resulting from operations $ 182,209,559 $ 17,561,041
</Table>
52
<Page>
<Table>
<Caption>
FOR THE YEAR ENDED JUNE 30, 2005
----------------------------------------------------------
CALIFORNIA NEW YORK NEW JERSEY
TAX-FREE MUNICIPAL MUNICIPAL MUNICIPAL
FUND MONEY FUND MONEY FUND MONEY FUND
- -------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME:
Interest $ 59,922,875 $ 14,474,562 $ 10,601,085 $ 2,491,887
Securities lending income (includes $2; $0; $0; $0; $0; $0,
respectively, earned from an affiliated entity) -- -- -- --
59,922,875 14,474,562 10,601,085 2,491,887
EXPENSES:
Investment advisory and administration fees 13,635,506 3,666,972 2,779,508 690,113
Service fees 4,109,551 1,002,628 738,497 165,627
Transfer agency and related services fees 847,319 192,845 181,504 61,960
Custody and accounting 328,764 80,210 59,080 13,802
Reports and notices to shareholders 57,562 17,029 14,944 8,667
Insurance expense 100,413 27,156 20,960 4,813
Federal and state registration fees 78,709 37,956 26,394 19,255
Directors'/Trustees' fees 47,797 21,713 19,210 14,513
Professional fees 104,952 104,529 102,358 91,750
Interest expense 19,572 -- -- --
Other expenses 75,471 17,662 16,045 14,216
19,405,616 5,168,700 3,958,500 1,084,716
Less: Fee waivers by investment advisor and administrator -- -- -- --
Net expenses 19,405,616 5,168,700 3,958,500 1,084,716
Net investment income 40,517,259 9,305,862 6,642,585 1,407,171
Net realized gains (losses) from investment activities (175) (390) 20 (657)
Net increase in net assets resulting from operations $ 40,517,084 $ 9,305,472 $ 6,642,605 $ 1,406,514
</Table>
See accompanying notes to financial statements
53
<Page>
UBS RMA
Statement of Changes in Net Assets
<Table>
<Caption>
FOR THE YEARS ENDED JUNE 30,
------------------------------------
2005 2004
- -------------------------------------------------------------------------------------------
UBS RMA MONEY MARKET PORTFOLIO
FROM OPERATIONS:
Net investment income $ 183,907,797 $ 83,206,553
Net realized losses from investment activities (1,698,238) (4,885)
Net increase in net assets resulting from operations 182,209,559 83,201,668
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income (183,907,797) (83,206,553)
Net realized gains from investment activities (2,152,500) (1,500,000)
Total dividends and distributions to shareholders (186,060,297) (84,706,553)
Net decrease in net assets from capital share
transactions (2,004,556,930) (9,397,084,053)
Net decrease in net assets (2,008,407,668) (9,398,588,938)
NET ASSETS:
Beginning of year 12,434,285,651 21,832,874,589
End of year $ 10,425,877,983 $ 12,434,285,651
===========================================================================================
Accumulated undistributed net investment income $ -- $ --
===========================================================================================
UBS RMA U.S. GOVERNMENT PORTFOLIO
FROM OPERATIONS:
Net investment income $ 17,682,078 $ 8,973,965
Net realized losses from investment activities (121,037) (72,408)
Net increase in net assets resulting from operations 17,561,041 8,901,557
DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income (17,682,078) (8,973,965)
Net decrease in net assets from capital share
transactions (139,098,548) (1,259,463,314)
Net decrease in net assets (139,219,585) (1,259,535,722)
NET ASSETS:
Beginning of year 1,250,917,485 2,510,453,207
End of year $ 1,111,697,900 $ 1,250,917,485
===========================================================================================
Accumulated undistributed net investment income $ -- $ --
===========================================================================================
</Table>
See accompanying notes to financial statements
54
<Page>
<Table>
<Caption>
FOR THE YEARS ENDED JUNE 30,
------------------------------------
2005 2004
- -------------------------------------------------------------------------------------------
UBS RMA TAX-FREE FUND
FROM OPERATIONS:
Net investment income $ 40,517,259 $ 12,340,286
Net realized gain (loss) from investment activities (175) 2,947
Net increase in net assets resulting from operations 40,517,084 12,343,233
DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income (40,517,259) (12,340,286)
Net increase (decrease) in net assets from capital
share transactions 470,677,868 (302,916,671)
Net increase (decrease) in net assets 470,677,693 (302,913,724)
NET ASSETS:
Beginning of year 2,935,936,306 3,238,850,030
End of year $ 3,406,613,999 $ 2,935,936,306
===========================================================================================
Accumulated undistributed net investment income $ -- $ --
===========================================================================================
UBS RMA CALIFORNIA MUNICIPAL MONEY FUND
FROM OPERATIONS:
Net investment income $ 9,305,862 $ 2,471,111
Net realized gain (loss) from investment activities (390) 9,210
Net increase in net assets resulting from operations 9,305,472 2,480,321
DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income (9,305,862) (2,471,111)
Net increase (decrease) in net assets from beneficial
interest transactions 69,629,637 (27,881,752)
Net increase (decrease) in net assets 69,629,247 (27,872,542)
NET ASSETS:
Beginning of year 739,133,002 767,005,544
End of year $ 808,762,249 $ 739,133,002
===========================================================================================
Accumulated undistributed net investment income $ -- $ --
===========================================================================================
</Table>
See accompanying notes to financial statements
55
<Page>
<Table>
<Caption>
FOR THE YEARS ENDED JUNE 30,
------------------------------------
2005 2004
- -------------------------------------------------------------------------------------------
UBS RMA NEW YORK MUNICIPAL MONEY FUND
FROM OPERATIONS:
Net investment income $ 6,642,585 $ 1,684,747
Net realized gain (loss) from investment activities 20 (2,350)
Net increase in net assets resulting from operations 6,642,605 1,682,397
DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income (6,642,585) (1,684,747)
Net increase (decrease) in net assets from beneficial
interest transactions 33,675,671 (26,452,621)
Net increase (decrease) in net assets 33,675,691 (26,454,971)
NET ASSETS:
Beginning of year 562,395,586 588,850,557
End of year $ 596,071,277 $ 562,395,586
===========================================================================================
Accumulated undistributed net investment income $ -- $ --
===========================================================================================
UBS RMA NEW JERSEY MUNICIPAL MONEY FUND
FROM OPERATIONS:
Net investment income $ 1,407,171 $ 232,135
Net realized losses from investment activities (657) (253)
Net increase in net assets resulting from operations 1,406,514 231,882
DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income (1,407,171) (232,135)
Net decrease in net assets from beneficial interest
transactions (3,266,054) (24,413,414)
Net decrease in net assets (3,266,711) (24,413,667)
NET ASSETS:
Beginning of year 137,440,289 161,853,956
End of year $ 134,173,578 $ 137,440,289
===========================================================================================
Accumulated undistributed net investment income $ -- $ --
===========================================================================================
</Table>
See accompanying notes to financial statements
56
<Page>
UBS RMA
Notes to Financial Statements
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 with 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.
The preparation of financial statements in accordance with U.S. 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.
57
<Page>
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 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 on a
mark-to-market basis 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 the 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 U.S. 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 (US) Inc. ("UBS
Global AM"). UBS Global AM is an indirect wholly owned asset management
subsidiary of UBS AG, an internationally diversified organization with
headquarters in Zurich, Switzerland and operations in many areas of the
financial services industry.
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 U.S. 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.
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.
58
<Page>
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 schedule:
<Table>
<Caption>
AVERAGE DAILY NET ASSETS ANNUAL RATE
- --------------------------------------------------------------------------------
MONEY MARKET PORTFOLIO:
All 0.50%*
</Table>
* The Subsequent Event footnote on page 66 contains information regarding a
change to the fee structure effective July 1, 2005.
<Table>
U.S. GOVERNMENT PORTFOLIO, RMA CALIFORNIA, RMA NEW YORK AND
RMA NEW JERSEY:
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
</Table>
At June 30, 2005, the Funds owed UBS Financial Services Inc. for investment
advisory and administration fees as follows:
<Table>
Money Market Portfolio $ 4,345,537
U.S. Government Portfolio 403,410
RMA Tax-Free 1,175,664
RMA California 312,305
RMA New York 234,791
RMA New Jersey 54,312
</Table>
For the period August 1, 2004 through June 30, 2005, UBS Financial Services Inc.
voluntarily waived $43,414 of its investment advisory and administration fees
for the Money Market Portfolio.
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 "Sub-Advisory Contract"). In accordance with each
Sub-Advisory Contract, UBS Financial Services Inc. (not the
59
<Page>
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. UBS
Global AM executes Fund portfolio transactions through Morgan Stanley based on
the firm's ability to provide best execution of the transactions. During the
year ended June 30, 2005, the Funds purchased and sold certain securities (e.g.,
fixed income securities) in principal trades with Morgan Stanley having
aggregate values as follows:
<Table>
Money Market Portfolio $ 6,532,552,323
U.S. Government Portfolio 39,000,000,000
RMA Tax-Free 1,141,156,000
RMA California 762,994,838
RMA New York 277,543,000
RMA New Jersey 118,010,000
</Table>
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 UBS Global AM, UBS Global AM believes
that under normal circumstances it represents a small portion of the total value
of the transactions.
DISTRIBUTION PLAN
UBS Global AM 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 plans of distribution, U.S. Government Portfolio, RMA
Tax-Free, RMA California and RMA New York pay UBS Global AM a monthly service
fee at the 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 is compensated for providing such services at the annual rate of
0.125% for each of those Funds except for RMA New Jersey, which pays at the
annual rate of 0.12%. No such fees were charged by UBS Global AM for the similar
services provided to the Money Market Portfolio during the fiscal year ended
June 30, 2005; however, subsequent to the fiscal year end, a shareholder service
plan became
60
<Page>
effective for Money Market Portfolio as disclosed in the Subsequent Event
footnote below. At June 30, 2005, the Funds owed UBS Global AM for such service
fees as follows:
<Table>
U.S. Government Portfolio $ 117,812
RMA Tax-Free 356,847
RMA California 86,386
RMA New York 62,819
RMA New Jersey 13,036
</Table>
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 was compensated for these services by PFPC, not the Funds.
For the year ended June 30, 2005, UBS Financial Services Inc. received from
PFPC, not the Funds, total transfer agency related services fees as follows:
<Table>
Money Market Portfolio $ 4,717,307
U.S. Government Portfolio 165,108
RMA Tax-Free 544,248
RMA California 119,568
RMA New York 107,296
RMA New Jersey 35,127
</Table>
SECURITIES LENDING
Each Fund may lend securities up to 33 1/3% of its total assets to qualified
broker-dealers or institutional investors. The loans are secured at all times by
cash, U.S. 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, U.S. 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 year ended June 30, 2005, UBS Securities LLC earned $654
and $82,693 in compensation from the Money Market Portfolio and the U.S.
Government Portfolio, respectively, as the Funds' lending agent. At June 30,
2005, the U.S. Government Portfolio owed UBS Securities LLC $8,245 in
compensation as the Fund's lending agent. At June 30, 2005, the U.S. Government
Portfolio had securities on loan having a
61
<Page>
market value of $395,436,298. The U.S. Government Portfolio's custodian held
cash equivalents as collateral for securities loaned of $40,606,976. In
addition, the U.S. Government Portfolio's custodian held U.S. Government agency
securities having an aggregate value of $363,271,940 as collateral for portfolio
securities loaned as follows:
<Table>
<Caption>
PRINCIPAL
AMOUNT MATURITY INTEREST
(000) DATES RATES VALUE
- --------------------------------------------------------------------------------
$ 14,875 Federal Home Loan Bank 03/06/06 5.125% $ 15,260,545
21,240 Federal Home Loan Bank 01/14/11 3.680 21,155,656
24,500 Federal National
Mortgage Association 02/15/06 5.500% $ 25,280,938
17,950 Federal National
Mortgage Association 04/13/06 2.150 17,855,386
24,450 Federal National
Mortgage Association 06/15/06 5.250 24,839,684
49,075 Federal National
Mortgage Association 07/12/06 3.250 49,559,027
41,100 Federal National
Mortgage Association 01/30/07 2.710 40,870,744
24,575 Federal National
Mortgage Association 04/15/07 5.250 25,442,940
8,030 Federal National
Mortgage Association 06/15/09 6.375 8,743,915
36,500 Federal National
Mortgage Association 09/15/09 6.625 40,855,289
22,100 Federal National
Mortgage Association 01/15/10 7.250 25,748,909
59,900 Federal National
Mortgage Association 11/15/10 6.625 67,658,907
- --------------------------------------------------------------------------------
$ 363,271,940
================================================================================
</Table>
RMA Tax-Free, RMA California, RMA New York and RMA New Jersey did not have any
securities lending activity during the year ended June 30, 2005. The Money
Market Portfolio did not have any securities on loan at June 30, 2005 and did
not owe UBS Securities LLC any compensation as the Fund's lending agent.
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
62
<Page>
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 year ended
June 30, 2005, RMA Tax-Free had an average daily amount of borrowing outstanding
under the Committed Credit Facility of $41,789,862 for 6 days with a related
weighted average annualized interest rate of 2.81%, which resulted in $19,572 of
interest expense.
OTHER LIABILITIES AND COMPONENTS OF NET ASSETS
At June 30, 2005, the Funds had the following liabilities outstanding:
<Table>
<Caption>
PAYABLE FOR
PAYABLE FOR CASH COLLATERAL OTHER
DIVIDENDS INVESTMENTS FROM SECURITIES ACCRUED
PAYABLE PURCHASED LOANED EXPENSES*
- ------------------------------------------------------------------------------------------------------
Money Market Portfolio $ 5,289,509 -- -- $ 2,184,214
U.S. Government Portfolio 527,688 -- $ 40,606,976 169,507
RMA Tax-Free 1,244,198 $ 22,278,697 -- 317,284
RMA California 268,868 23,417,899 -- 147,022
RMA New York 203,520 -- -- 130,441
RMA New Jersey 42,329 -- -- 66,593
</Table>
* Excludes investment advisory and administration fees and service fees.
At June 30, 2005, the components of net assets for each of the Funds were as
follows:
<Table>
<Caption>
ACCUMULATED
ACCUMULATED NET REALIZED TOTAL
PAID IN CAPITAL GAIN (LOSS) NET ASSETS
- -------------------------------------------------------------------------------------
Money Market Portfolio $ 10,425,810,762 $ 67,221 $ 10,425,877,983
U.S. Government Portfolio 1,111,874,451 (176,551) 1,111,697,900
RMA Tax-Free 3,406,612,068 1,931 3,406,613,999
RMA California 808,739,084 23,165 808,762,249
RMA New York 596,042,437 28,840 596,071,277
RMA New Jersey 134,170,167 3,411 134,173,578
</Table>
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
63
<Page>
required. In addition, by distributing during each calendar year substantially
all of their net investment income, net realized capital gains and 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 fiscal years ended June 30,
2005 and June 30, 2004 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 fiscal years ended June 30, 2005 and June 30, 2004
was tax-exempt income.
At June 30, 2005, the components of accumulated earnings on a tax basis for each
of the Funds were as follows:
<Table>
<Caption>
ACCUMULATED TOTAL TAX BASIS
ORDINARY TAX-EXEMPT CAPITAL AND ACCUMULATED
INCOME INCOME OTHER LOSSES EARNINGS
- ------------------------------------------------------------------------------------------------------
Money Market Portfolio $ 7,059,853 -- $ (1,703,123) $ 5,356,730
U.S. Government Portfolio 610,833 -- (259,696) 351,137
RMA Tax-Free -- $ 1,246,304 (175) 1,246,129
RMA California -- 292,423 (390) 292,033
RMA New York -- 234,690 (2,330) 232,360
RMA New Jersey -- 46,680 (940) 45,740
</Table>
At June 30, 2005, 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:
<Table>
<Caption>
MONEY U.S.
FISCAL YEAR MARKET GOVERNMENT RMA RMA RMA
ENDING PORTFOLIO PORTFOLIO TAX-FREE NEW YORK NEW JERSEY
- ------------------------------------------------------------------------------------------------------
2011 -- $ 66,251 -- -- $ 30
2012 -- 54,167 -- -- --
2013 $ 1,703,123 34,572 $ 175 $ 2,330 253
- ------------------------------------------------------------------------------------------------------
$ 1,703,123 $ 154,990 $ 175 $ 2,330 $ 283
======================================================================================================
</Table>
In accordance with U.S. Treasury regulations, the following Funds have elected
to defer realized capital losses arising after October 31, 2004. Such losses are
treated for tax purposes as arising on July 1, 2005.
<Table>
<Caption>
CAPITAL
LOSSES
- ------------------------------------------------------------------------------------------------------
U.S. Government $ 104,706
RMA California 390
RMA New Jersey 657
</Table>
64
<Page>
At June 30, 2005, the effect of permanent "book/tax" reclassifications resulted
in increases and decreases to components of the following Funds' net assets:
<Table>
<Caption>
UNDISTRIBUTED ACCUMULATED
NET INVESTMENT NET REALIZED
INCOME (LOSS) GAIN (LOSS)
- --------------------------------------------------------------------------------
Money Market Portfolio $ (2,152,500) $ 2,152,500
RMA Tax-Free 2,106 (2,106)
</Table>
These differences are primarily due to the reclassification of distributions for
tax purposes.
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:
<Table>
<Caption>
FOR THE YEAR ENDED MONEY MARKET U.S. GOVERNMENT RMA
JUNE 30, 2005: PORTFOLIO PORTFOLIO TAX-FREE
- --------------------------------------------------------------------------------
Shares sold 107,179,988,213 7,721,452,084 26,082,741,027
Shares repurchased (109,361,306,575) (7,877,416,751) (25,650,628,491)
Dividends reinvested 176,761,432 16,866,119 38,565,332
- --------------------------------------------------------------------------------
Net increase (decrease)
in shares outstanding (2,004,556,930) (139,098,548) 470,677,868
================================================================================
</Table>
<Table>
<Caption>
FOR THE YEAR ENDED MONEY MARKET U.S. GOVERNMENT RMA
JUNE 30, 2004: PORTFOLIO PORTFOLIO TAX-FREE
- --------------------------------------------------------------------------------
Shares sold 119,594,725,186 11,984,380,341 23,161,302,122
Shares repurchased (129,074,837,028) (13,252,718,815) (23,476,221,727)
Dividends reinvested 83,027,789 8,875,160 12,002,934
- --------------------------------------------------------------------------------
Net decrease in shares
outstanding (9,397,084,053) (1,259,463,314) (302,916,671)
================================================================================
</Table>
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:
<Table>
<Caption>
FOR THE YEAR ENDED
JUNE 30, 2005: RMA CALIFORNIA RMA NEW YORK RMA NEW JERSEY
- --------------------------------------------------------------------------------
Shares sold 8,313,721,208 5,766,075,108 1,539,954,219
Shares repurchased (8,252,923,028) (5,738,665,436) (1,544,542,372)
Dividends reinvested 8,831,457 6,265,999 1,322,099
- --------------------------------------------------------------------------------
Net increase (decrease)
in shares outstanding 69,629,637 33,675,671 (3,266,054)
================================================================================
</Table>
65
<Page>
<Table>
<Caption>
FOR THE YEAR ENDED
JUNE 30, 2004: RMA CALIFORNIA RMA NEW YORK RMA NEW JERSEY
- --------------------------------------------------------------------------------
Shares sold 5,672,323,669 4,774,526,945 1,216,937,843
Shares repurchased (5,702,620,022) (4,802,615,199) (1,241,578,236)
Dividends reinvested 2,414,601 1,635,633 226,979
- --------------------------------------------------------------------------------
Net decrease in shares
outstanding (27,881,752) (26,452,621) (24,413,414)
================================================================================
</Table>
SUBSEQUENT EVENT
In June 2005, the shareholders of UBS RMA Money Market Portfolio (the
"Portfolio") approved the adoption of a Shareholder Services Plan (the "Plan").
Under the Plan, the Portfolio will pay a separate fee for shareholder services.
Fees under the Plan will be paid to UBS Global Asset Management (US) Inc. ("UBS
Global AM") as principal underwriter of the Portfolio. UBS Global AM then, in
turn, pays those fees to UBS Financial Services Inc. in its capacity as a dealer
selling the Portfolio's shares to its clients.
In order to offset the additional fees UBS Financial Services Inc. will receive
under the Plan, UBS Financial Services Inc., also the Portfolio's investment
advisor and administrator, has agreed to waive its investment advisory and
administration fee in an amount designed to offset the service fee payable under
the Plan. Effective July 1, 2005, the Portfolio pays a 0.125% service fee to UBS
Global AM, which in turn is paying this service fee to UBS Financial Services
Inc. The Plan permits a service fee at an annual rate of up to 0.15% of the
Portfolio's average daily net assets. However, as allowable, a lower service fee
has been agreed upon by the Portfolio's Board and UBS Global AM. UBS Financial
Services Inc. has agreed to waive a portion of its management fee for as long as
the Plan remains in effect. Upon implementation of the Plan on July 1, 2005, the
investment advisory and administration fee payable to UBS Financial Services
Inc. was reduced in accordance with the breakpoint schedule provided below.
<Table>
<Caption>
AVERAGE DAILY NET ASSETS ANNUAL RATE
- --------------------------------------------------------------------------------
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
</Table>
UBS Financial Services Inc. has further agreed to cap the Portfolio's aggregate
management and service fees 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.
66
<Page>
UBS RMA MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of common stock outstanding throughout each year is
presented below:
<Table>
<Caption>
FOR THE YEARS ENDED JUNE 30,
----------------------------------------------------------------------------------------
2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
BEGINNING OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.016 0.005 0.010 0.022 0.055
Dividends from net
investment income (0.016) (0.005) (0.010) (0.022) (0.055)
Distributions from net
realized gains from
investment activities (0.000)@ (0.000)@ -- -- --
Total dividends
and distributions (0.016) (0.005) (0.010) (0.022) (0.055)
NET ASSET VALUE,
END OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT
RETURN(1) 1.65% 0.51% 1.02% 2.25% 5.61%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end
of year (000's) $ 10,425,878 $ 12,434,286 $ 21,832,875 $ 22,768,982 $ 22,609,036
Expenses to average net
assets, net of fee
waivers by advisor 0.58%(2) 0.60% 0.61% 0.60% 0.59%
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income
to average net assets,
net of fee waivers
by advisor 1.59%(2) 0.50% 1.02% 2.21% 5.42%
===================================================================================================================================
</Table>
(1) Total investment return is calculated assuming a $10,000 investment on the
first day of each year 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 year reported. 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
ratios excluding the waiver are the same since the fee waiver represents
less than 0.005%.
@ Amount represents less than ($0.0005) per share.
67
<Page>
UBS RMA U.S. GOVERNMENT PORTFOLIO
FINANCIAL HIGHLIGHTS
Selected data for a share of common stock outstanding throughout each year is
presented below:
<Table>
<Caption>
FOR THE YEARS ENDED JUNE 30,
----------------------------------------------------------------------------------------
2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
BEGINNING OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.015 0.005 0.010 0.021 0.052
Dividends from net
investment income (0.015) (0.005) (0.010) (0.021) (0.052)
NET ASSET VALUE,
END OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT
RETURN(1) 1.50% 0.48% 1.00% 2.12% 5.31%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end
of year (000's) $ 1,111,698 $ 1,250,917 $ 2,510,453 $ 2,356,829 $ 2,000,303
Expenses to average
net assets 0.61% 0.58% 0.56% 0.57% 0.57%
Net investment income
to average net assets 1.49% 0.48% 1.00% 2.06% 5.15%
===================================================================================================================================
</Table>
(1) Total investment return is calculated assuming a $10,000 investment on the
first day of each year 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 year reported. Returns do not
reflect the deduction of taxes that a shareholder would pay on Portfolio
distributions.
68
<Page>
UBS RMA TAX-FREE FUND INC.
FINANCIAL HIGHLIGHTS
Selected data for a share of common stock outstanding throughout each year is
presented below:
<Table>
<Caption>
FOR THE YEARS ENDED JUNE 30,
----------------------------------------------------------------------------------------
2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
BEGINNING OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.012 0.004 0.007 0.012 0.032
Dividends from net
investment income (0.012) (0.004) (0.007) (0.012) (0.032)
NET ASSET VALUE,
END OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT
RETURN(1) 1.23% 0.38% 0.67% 1.24% 3.28%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end
of year (000's) $ 3,406,614 $ 2,935,936 $ 3,238,850 $ 3,255,520 $ 3,286,150
Expenses to average
net assets 0.59% 0.60% 0.63% 0.60% 0.59%
Net investment income
to average net assets 1.23% 0.38% 0.67% 1.23% 3.20%
===================================================================================================================================
</Table>
(1) Total investment return is calculated assuming a $10,000 investment on the
first day of each year 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 year reported. Returns do not
reflect the deduction of taxes that a shareholder could pay on Fund
distributions.
69
<Page>
UBS RMA CALIFORNIA MUNICIPAL MONEY FUND
FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
year is presented below:
<Table>
<Caption>
FOR THE YEARS ENDED JUNE 30,
----------------------------------------------------------------------------------------
2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
BEGINNING OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.011 0.003 0.006 0.011 0.027
Dividends from net
investment income (0.011) (0.003) (0.006) (0.011) (0.027)
NET ASSET VALUE,
END OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT
RETURN(1) 1.15% 0.31% 0.60% 1.10% 2.75%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end
of year (000's) $ 808,762 $ 739,133 $ 767,006 $ 753,664 $ 759,961
Expenses to average net
assets, net of fee
waivers by advisor 0.64% 0.65%(2) 0.66% 0.65% 0.66%
Net investment income
to average net assets,
net of fee waivers
by advisor 1.16% 0.31%(2) 0.60% 1.09% 2.70%
===================================================================================================================================
</Table>
(1) Total investment return is calculated assuming a $10,000 investment on the
first day of each year 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 year reported. 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 ratios excluding the
waiver are the same since the fee waiver represents less than 0.005%.
70
<Page>
UBS RMA NEW YORK MUNICIPAL MONEY FUND
FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
year is presented below:
<Table>
<Caption>
FOR THE YEARS ENDED JUNE 30,
----------------------------------------------------------------------------------------
2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE
BEGINNING OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.011 0.003 0.006 0.011 0.030
Dividends from net
investment income (0.011) (0.003) (0.006) (0.011) (0.030)
NET ASSET VALUE,
END OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT
RETURN(1) 1.13% 0.29% 0.62% 1.08% 3.04%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end
of year (000's) $ 596,071 $ 562,396 $ 588,851 $ 559,341 $ 574,490
Expenses to average net
assets, net of fee
waivers by advisor 0.67% 0.67%(2) 0.67% 0.68% 0.69%
Net investment income
to average net assets,
net of fee waivers
by advisor 1.12% 0.29%(2) 0.62% 1.07% 2.95%
===================================================================================================================================
</Table>
(1) Total investment return is calculated assuming a $10,000 investment on the
first day of each year 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 year reported. 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 ratios excluding the
waiver are the same since the fee waiver represents less than 0.005%.
71
<Page>
UBS RMA NEW JERSEY MUNICIPAL MONEY FUND
FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
year is presented below:
<Table>
<Caption>
FOR THE YEARS ENDED JUNE 30,
----------------------------------------------------------------------------------------
2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
BEGINNING OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net investment income 0.010 0.002 0.005 0.010 0.028
Dividends from net
investment income (0.010) (0.002) (0.005) (0.010) (0.028)
NET ASSET VALUE,
END OF YEAR $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
TOTAL INVESTMENT
RETURN(1) 1.05% 0.16% 0.51% 0.97% 2.86%
RATIOS/SUPPLEMENTAL
DATA:
Net assets, end
of year (000's) $ 134,174 $ 137,440 $ 161,854 $ 128,500 $ 102,162
Expenses to average net
assets, net of fee
waivers by advisor 0.79% 0.76%(2) 0.73% 0.77% 0.79%
Net investment income
to average net assets,
net of fee waivers
by advisor 1.02% 0.15%(2) 0.50% 0.94% 2.77%
===================================================================================================================================
</Table>
(1) Total investment return is calculated assuming a $10,000 investment on the
first day of each year 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 year reported. 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 ratios excluding the
waiver are the same since the fee waiver represents less than 0.01%.
72
<Page>
UBS RMA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ERNST & YOUNG LLP
The Board of Directors/Trustees and Shareholders of UBS RMA:
Money Market Portfolio
U.S. Government Portfolio
Tax-Free Fund Inc.
California Municipal Money Fund
New York Municipal Money Fund
New Jersey Municipal Money Fund
We have audited the accompanying statements of net assets of the UBS RMA Money
Market Portfolio and UBS RMA U.S. Government Portfolio (two of the Funds
comprising UBS RMA Money Fund Inc.), UBS RMA Tax-Free Fund Inc., UBS RMA
California Municipal Money Fund and UBS RMA New York Municipal Money Fund (two
of the Funds comprising UBS Managed Municipal Trust) and UBS RMA New Jersey
Municipal Money Fund (the sole Fund comprising UBS Municipal Money Market
Series) (collectively, the "Funds") as of June 30, 2005, and the related
statements of operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended and the financial
highlights for each of the five years in the period then ended. These financial
statements and financial highlights are the responsibility of the Funds'
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Funds' internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Funds' internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. Our procedures included confirmation of
securities owned as of June 30, 2005, by correspondence with the custodian and
others. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of 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
73
<Page>
Money Fund and UBS RMA New Jersey Municipal Money Fund at June 30, 2005, the
results of their operations for the year then ended, the changes in their net
assets for each of the two years in the period then ended and the financial
highlights for each of the five years in the period then ended, in conformity
with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
New York, New York
August 10, 2005
74
<Page>
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.
RESULTS OF SPECIAL SHAREHOLDERS MEETING--RMA MONEY MARKET PORTFOLIO
A Special Meeting of Shareholders of UBS RMA Money Market Portfolio (the "Fund")
of UBS RMA Money Fund Inc. (the "Company") was held on June 17, 2005 (reconvened
from the original meeting date of May 18, 2005). At the meeting, the
shareholders approved the adoption of a shareholder services plan with respect
to the Fund. (More information about the plan is contained above in the
"Subsequent Event" section at the end of the "Notes to Financial Statements.")
The shareholders also voted on a proposal to adopt an amendment to the Company's
Articles of Incorportion to permit its Board of Directors to reorganize the Fund
into a "master/feeder" structure. This would have allowed the Fund to invest all
or substantially all of its assets in another fund (a master fund) that has
substantially the same investment objectives, policies and restrictions, instead
of investing directly in portfolio securities. Although the overwhelming
majority of those shareholders who had cast a vote on the second proposal voted
in favor of the proposal, an insufficient number of votes were cast on the
proposal, and it was not approved. Votes were cast as indicated below:
1) To approve the adoption of a shareholder services plan with respect to the
Fund:
<Table>
For: 4,771,684,779.117
Against: 221,652,370.145
Abstain: 643,125,532.948
</Table>
2) To approve an amendment to the Company's Articles of Incorporation to permit
the Board of Directors to reorganize the Fund into a "master/feeder"
structure:
<Table>
For: 4,663,609,228.914
Against: 298,949,082.681
Abstain: 673,904,370.615
</Table>
To the best of the Fund's knowledge, there were no "broker non-votes." (Broker
non-votes are shares held in street name for which the broker indicates that
instructions have not been received from the beneficial owners or other persons
entitled to vote and for which the broker does not have discretionary voting
authority.)
75
<Page>
UBS RMA
SUPPLEMENTAL INFORMATION (UNAUDITED)
BOARD OF DIRECTORS OR TRUSTEES & OFFICERS
UBS RMA Money Fund Inc. ("RMA Money Fund") and UBS RMA Tax-Free Fund Inc. ("RMA
Tax-Free Fund") (each a "Corporation") were organized as Maryland corporations.
UBS RMA Money Market Portfolio and UBS RMA U.S. Government Portfolio are series
of RMA Money Fund. UBS Managed Municipal Trust ("Managed Municipal Trust") and
UBS Municipal Money Market Series ("Municipal Money Market Series") (each a
"Trust") were formed as business trusts under the laws of the Commonwealth of
Massachusetts. UBS RMA California Municipal Money Fund and UBS RMA New York
Municipal Money Fund are series of Managed Municipal Trust. UBS RMA New Jersey
Municipal Money Fund is a series of Municipal Money Market Series.
INTERESTED BOARD MEMBERS
<Table>
<Caption>
TERM OF
OFFICE+ AND
POSITION(S) LENGTH OF
NAME, ADDRESS, HELD WITH TIME PRINCIPAL OCCUPATION(S)
AND AGE FUNDS SERVED DURING PAST 5 YEARS
- --------------------------------------------------------------------------------------------------------------
Margo N. Alexander++; 58 Director/ Since 1995 (Municipal Mrs. Alexander is retired. She was an
c/o UBS Global Asset Trustee Money Market Series) executive vice president of UBS
Management Since 1996 (Managed Financial Services Inc. (from March
51 West 52nd Street Municipal Trust, RMA 1984 to December 2002). She was chief
New York, NY 10019 Money Fund, RMA executive officer (from January 1995
Tax-Free Fund) to October 2000), a director (from
January 1995 to September 2001) and
chairman (from March 1999 to
September 2001) of UBS Global AM
(formerly known as Mitchell Hutchins
Asset Management Inc.).
Meyer Feldberg+++; 63 Director/ Since 1991 (Managed Professor Feldberg is a senior
Morgan Stanley Trustee Municipal Trust) Since advisor to Morgan Stanley (financial
1585 Broadway 1992 (RMA Money Fund, services) (since March 2005). He is
33rd Floor RMA Tax-Free Fund) also Dean Emeritus and Sanford
New York, NY 10036 Since 1996 (Municipal Bernstein Professor of Leadership and
Money Market Series) Ethics at Columbia Business School,
although on a two year leave of
absence. Prior to July 2004, he was
Dean and Professor of Management of
the Graduate School of Business at
Columbia University (since 1989).
</Table>
76
<Page>
Each Corporation or Trust is governed by a Board of Directors or Trustees,
respectively (sometimes referred to as "board members"), which oversees the
operations of the applicable Fund. Each board member serves an indefinite term
of office. Officers are appointed by the board members and serve at the pleasure
of a Board. The table below shows, for each board member and officer, his or her
name, address and age, the position held with the Corporation or Trust, the
length of time served as a board member and officer of the Corporation or Trust,
the board member's and officer's principal occupations during the last five
years, the number of portfolios in the UBS fund complex overseen by the board
member or for which a person served as an officer, and other directorships held
by such board member.
The Corporations' and Trusts' Statement of Additional Information contains
additional information about the board members and is available, without charge,
upon request, by calling 1-800-647 1568.
<Table>
<Caption>
NUMBER OF
NAME, ADDRESS, PORTFOLIOS IN FUND COMPLEX OTHER DIRECTORSHIPS
AND AGE OVERSEEN BY BOARD MEMBER HELD BY BOARD MEMBER
- ---------------------------------------------------------------------------------------------------
Margo N. Alexander++; 58 Mrs. Alexander is a director or None
c/o UBS Global Asset trustee of 16 investment
Management companies (consisting of 33
51 West 52nd Street portfolios) for which UBS Global AM
New York, NY 10019 or one of its affiliates serves as
investment advisor, sub-advisor or
manager.
Meyer Feldberg+++; 63 Professor Feldberg is a director or Professor Feldberg is also a
Morgan Stanley trustee of 30 investment companies director of Primedia Inc.
1585 Broadway (consisting of 47 portfolios) for (publishing), Federated
33rd Floor which UBS Global AM or one of its Department Stores, Inc.
New York, NY 10036 affiliates serves as investment (operator of department
advisor, sub-advisor or manager. stores), Revlon, Inc.
(cosmetics) and SAPPI, Ltd.
(producer of paper).
</Table>
77
<Page>
INDEPENDENT BOARD MEMBERS
<Table>
<Caption>
TERM OF
OFFICE+ AND
POSITION(S) LENGTH OF
NAME, ADDRESS, HELD WITH TIME PRINCIPAL OCCUPATION(S)
AND AGE FUNDS SERVED DURING PAST 5 YEARS
- --------------------------------------------------------------------------------------------------------------
Richard Q. Armstrong; 70 Director/ Since 1996 Mr. Armstrong is chairman and
c/o Willkie Farr & Trustee (Director/Trustee) principal of R.Q.A. Enterprises
Gallagher LLP and Since 2004 (management consulting firm) (since
787 Seventh Avenue Chairman (Chairman of the April 1991 and principal occupation
New York, NY 10019-6099 of the Board of since March 1995).
Board of Directors/Trustees)
Directors/
Trustees
David J. Beaubien; 70 Director/ Since 2001 Mr. Beaubien is retired (since 2003).
84 Doane Road Trustee He was chairman of Yankee
Ware, MA 01082 Environmental Systems, Inc., a
manufacturer of meteorological
measuring systems (since 1991).
Richard R. Burt; 58 Director/ Since 1996 Mr. Burt is chairman of Diligence LLC
1275 Pennsylvania Ave., N.W. Trustee (international information and
Washington, D.C. 20004 security firm) and IEP Advisors
(international investments and
consulting firm).
William D. White; 71 Director/ Since 2001 Mr. White is retired (since 1994).
P.O. Box 199 Trustee
Upper Black Eddy, PA 18972
</Table>
78
<Page>
<Table>
<Caption>
NUMBER OF
NAME, ADDRESS, PORTFOLIOS IN FUND COMPLEX OTHER DIRECTORSHIPS
AND AGE OVERSEEN BY BOARD MEMBER HELD BY BOARD MEMBER
- ---------------------------------------------------------------------------------------------------
Richard Q. Armstrong; 70 Mr. Armstrong is a director or None
c/o Willkie Farr & trustee of 16 investment companies
Gallagher LLP (consisting of 33 portfolios) for
787 Seventh Avenue which UBS Global AM or one of its
New York, NY 10019-6099 affiliates serves as investment
advisor, sub-advisor or manager.
David J. Beaubien; 70 Mr. Beaubien is a director or Mr. Beaubien is also a
84 Doane Road trustee of 16 investment companies director of IEC Electronics,
Ware, MA 01082 (consisting of 33 portfolios) for Inc., a manufacturer of
which UBS Global AM or one of its electronic assemblies.
affiliates serves as investment
advisor, sub-advisor or manager.
Richard R. Burt; 58 Mr. Burt is a director or trustee Mr. Burt is also a director of
1275 Pennsylvania Ave., N.W. of 16 investment companies Hollinger International, Inc.
Washington, D.C. 20004 (consisting of 33 portfolios) for (publishing), HCL
which UBS Global AM or one of its Technologies, Ltd. (software
affiliates serves as investment and information technologies),
advisor, sub-advisor or manager. The Central European Fund,
Inc., The Germany Fund, Inc.,
IGT, Inc. (provides technology
to gaming and wagering
industry) and chairman of
Weirton Steel Corp. (makes and
finishes steel products). He
is also a director or trustee
of funds in the Scudder Mutual
Funds Family (consisting of 52
portfolios).
William D. White; 71 Mr. White is a director or trustee None
P.O. Box 199 of 16 investment companies
Upper Black Eddy, PA 18972 (consisting of 33 portfolios) for
which UBS Global AM or one of its
affiliates serves as investment
advisor, sub-advisor or manager.
</Table>
79
<Page>
OFFICERS
<Table>
<Caption>
TERM OF PRINCIPAL OCCUPATION(S)
OFFICE+ AND DURING PAST 5 YEARS;
POSITION(S) LENGTH OF NUMBER OF PORTFOLIOS IN
NAME, ADDRESS, HELD WITH TIME FUND COMPLEX FOR WHICH PERSON
AND AGE FUNDS SERVED SERVES AS OFFICER
- ------------------------------------------------------------------------------------------------------
Joseph Allessie*; 40 Vice President Since 2005 Mr. Allessie is a director and associate
and Assistant general counsel at UBS Global Asset
Secretary Management (US) Inc. and UBS Global
Asset Management (Americas) Inc.
(collectively, "UBS Global AM--Americas
region") (since 2005). Prior to joining
UBS Global AM--Americas region, he was
senior vice president and general
counsel of Kenmar Advisory Corp. (from
2004 to 2005). Prior to that
Mr. Allessie was general counsel and
secretary of GAM USA Inc., GAM
Investments, GAM Services, GAM Funds,
Inc. and the GAM Avalon Funds (from 1999
to 2004). Such entities are affiliates
of UBS Global AM--Americas region. Prior
to joining GAM, Mr. Allessie was
Regulatory Officer to the State of
New Jersey, Department of Law and Public
Safety, Bureau of Securities (from 1993
to 1999). Mr. Allessie is a vice
president and assistant secretary of 20
investment companies (consisting of 75
portfolios) for which UBS Global
AM--Americas region or one of its
affiliates serves as investment advisor,
sub-advisor or manager.
W. Douglas Beck*; 38 President Since 2005 Mr. Beck is an executive director and
head of product development and
management for UBS Global AM--Americas
region (since 2002). From March 1998 to
November 2002, he held various positions
at Merrill Lynch, the most recent being
first vice president and co-manager of
the managed solutions group. Mr. Beck is
president of 20 investment companies
(consisting of 75 portfolios) for which
UBS Global AM--Americas region or one of
its affiliates serves as investment
advisor, sub- advisor or manager, and
was vice president of such investment
companies from 2003 to 2005.
</Table>
80
<Page>
<Table>
<Caption>
TERM OF PRINCIPAL OCCUPATION(S)
OFFICE+ AND DURING PAST 5 YEARS;
POSITION(S) LENGTH OF NUMBER OF PORTFOLIOS IN
NAME, ADDRESS, HELD WITH TIME FUND COMPLEX FOR WHICH PERSON
AND AGE FUNDS SERVED SERVES AS OFFICER
- ------------------------------------------------------------------------------------------------------
James Capezzuto*; 41 Vice President Since 2004 Mr. Capezzuto is a director and
and Assistant associate general counsel at UBS Global
Secretary AM-- Americas region (since 2004). Prior
to joining UBS Global AM--Americas
region, he was senior vice president,
senior compliance manager at Bank of
America (from 2003 to 2004). Prior to
that he was general counsel at Steinberg
Priest & Sloane and prior to that he was
director and senior counsel at Deutsche
Asset Management (from 1996 to 2002).
Mr. Capezzuto is a vice president and
assistant secretary of 20 investment
companies (consisting of 75 portfolios)
for which UBS Global AM--Americas region
or one of its affiliates serves as
investment advisor, sub-advisor or
manager.
Thomas Disbrow*; 39 Vice President Since 2000 Mr. Disbrow is a director, head of
and Treasurer (Vice President) retail mutual fund operations and
Since 2004 co-head of the mutual fund finance
(Treasurer) department of UBS Global AM--Americas
region. Prior to November 1999, he was a
vice president of Zweig/Glaser Advisers.
Mr. Disbrow is a vice president and
treasurer of 16 investment companies
(consisting of 33 portfolios) and vice
president and assistant treasurer of
four investment companies (consisting of
42 portfolios) for which UBS Global
AM--Americas region or one of its
affiliates serves as investment advisor,
sub-advisor or manager.
Elbridge T. Gerry III*; 48 Vice President Since 1996 Mr. Gerry is a managing director--
(Managed municipal fixed income of UBS Global
Municipal Trust) AM--Americas region. Mr. Gerry is a vice
Since 2000 president of six investment companies
(Municipal Money (consisting of 10 portfolios) for which
Market Series, UBS Global AM--Americas region or one of
RMA Tax-Free its affiliates serves as investment
Fund) advisor, sub-advisor or manager.
</Table>
81
<Page>
<Table>
<Caption>
TERM OF PRINCIPAL OCCUPATION(S)
OFFICE+ AND DURING PAST 5 YEARS;
POSITION(S) LENGTH OF NUMBER OF PORTFOLIOS IN
NAME, ADDRESS, HELD WITH TIME FUND COMPLEX FOR WHICH PERSON
AND AGE FUNDS SERVED SERVES AS OFFICER
- ------------------------------------------------------------------------------------------------------
Mark F. Kemper**; 47 Vice President Since 2004 Mr. Kemper is general counsel of UBS
and Secretary Global AM--Americas region (since July
2004). Mr. Kemper also is an executive
director of UBS Global AM-- Americas
region. He was deputy general counsel of
UBS Global Asset Management (Americas)
Inc. ("UBS Global AM--Americas") from
July 2001 to July 2004. He has been
secretary of UBS Global AM--Americas
since 1999 and assistant secretary of
UBS Global Asset Management Trust
Company since 1993. Mr. Kemper is
secretary of UBS Global AM--Americas
region (since 2004). Mr. Kemper is vice
president and secretary of 20 investment
companies (consisting of 75 portfolios)
for which UBS Global AM--Americas region
or one of its affiliates serves as
investment advisor, sub-advisor or
manager.
Joanne M. Kilkeary*; 37 Vice President Since 2004 Ms. Kilkeary is an associate director
and Assistant (since 2000) and a senior manager (since
Treasurer 2004) of the mutual fund finance
department of UBS Global AM--Americas
region. Ms. Kilkeary is a vice president
and assistant treasurer of 16 investment
companies (consisting of 33 portfolios)
for which UBS Global AM--Americas region
or one of its affiliates serves as
investment advisor, sub-advisor or
manager.
</Table>
82
<Page>
<Table>
<Caption>
TERM OF PRINCIPAL OCCUPATION(S)
OFFICE+ AND DURING PAST 5 YEARS;
POSITION(S) LENGTH OF NUMBER OF PORTFOLIOS IN
NAME, ADDRESS, HELD WITH TIME FUND COMPLEX FOR WHICH PERSON
AND AGE FUNDS SERVED SERVES AS OFFICER
- ------------------------------------------------------------------------------------------------------
Joseph T. Malone*; 37 Vice President Since 2004 Mr. Malone is a director and co-head of
and Assistant the mutual fund finance department of
Treasurer UBS Global AM--Americas region. From
August 2000 through June 2001, he was
the controller at AEA Investors Inc.
From March 1998 to August 2000,
Mr. Malone was a manager within the
investment management services practice
of PricewaterhouseCoopers LLC.
Mr. Malone is vice president and
assistant treasurer of 16 investment
companies (consisting of 33 portfolios)
and vice president, treasurer and
principal accounting officer of four
investment companies (consisting of 42
portfolios) for which UBS Global AM--
Americas region or one of its affiliates
serves as investment advisor,
sub-advisor or manager.
Michael H. Markowitz**; 40 Vice President Since 2001 Mr. Markowitz is a managing director,
(RMA Money portfolio manager and head of U.S. short
Fund) duration fixed income of UBS Global AM--
Americas region. Mr. Markowitz is a vice
president of five investment companies
(consisting of 21 portfolios) for which
UBS Global AM--Americas region or one of
its affiliates serves as investment
advisor, sub- advisor or manager.
Joseph McGill*; 43 Vice President Since 2004 Mr. McGill is an executive director and
and Chief chief compliance officer at UBS Global
Compliance AM--Americas region (since 2003). Prior
Officer to joining UBS Global AM--Americas
region, he was Assistant General Counsel
at J.P. Morgan Investment Management
(from 1999 to 2003). Mr. McGill is a
vice president and chief compliance
officer of 20 investment companies
(consisting of 75 portfolios) for which
UBS Global AM--Americas region or one of
its affiliates serves as investment
advisor, sub-advisor or manager.
</Table>
83
<Page>
<Table>
<Caption>
TERM OF PRINCIPAL OCCUPATION(S)
OFFICE+ AND DURING PAST 5 YEARS;
POSITION(S) LENGTH OF NUMBER OF PORTFOLIOS IN
NAME, ADDRESS, HELD WITH TIME FUND COMPLEX FOR WHICH PERSON
AND AGE FUNDS SERVED SERVES AS OFFICER
- ------------------------------------------------------------------------------------------------------
Eric Sanders*; 39 Vice President Since 2005 Mr. Sanders is a director and associate
and Assistant general counsel of UBS Global AM--
Secretary Americas region (since July 2005). From
1996 until June 2005, he held various
positions at Fred Alger & Company,
Incorporated, the most recent being
assistant vice president and associate
general counsel. Mr. Sanders is a vice
president and assistant secretary of 16
investment companies (consisting of 33
portfolios) for which UBS Global
AM--Americas region or one of its
affiliates serves as investment advisor,
sub-advisor or manager.
Keith A. Weller*; 44 Vice President Since 1995 Mr. Weller is an executive director and
and Assistant (Managed associate general counsel of UBS Global
Secretary Municipal Trust, AM--Americas region. Mr. Weller is a
RMA Money Fund, vice president and assistant secretary
RMA Tax-Free of 20 investment companies (consisting
Fund) of 75 portfolios) for which UBS Global
Since 1996 AM--Americas region or one of its
(Municipal Money affiliates serves as investment advisor,
Market Series) sub-advisor or manager.
</Table>
* This person's business address is 51 West 52nd Street, New York,
New York 10019-6114.
** This person's business address is One North Wacker Drive, Chicago,
Illinois 60606.
+ Each board member holds office for an indefinite term. Each board member
who has attained the age of seventy-two (72) years will be subject to
retirement on the last day of the month in which he or she attains such
age. Officers are appointed by the board members and serve at the pleasure
of the board.
++ Mrs. Alexander is deemed an "interested person" of the Funds as defined in
the Investment Company Act because an immediate family member is an
employee of an affiliate of UBS Global AM.
+++ Professor Feldberg is deemed an "interested person" of the Funds as defined
in the Investment Company Act because he is a senior advisor to Morgan
Stanley, a financial services firm with which the Funds may conduct
transactions.
84
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DIRECTORS/TRUSTEES
Richard Q. Armstrong Richard R. Burt
CHAIRMAN
Meyer Feldberg
Margo N. Alexander William D. White
David J. Beaubien
PRINCIPAL OFFICERS
W. Douglas Beck Michael H. Markowitz
PRESIDENT VICE PRESIDENT
(TAXABLE FUNDS)
Mark F. Kemper
VICE PRESIDENT AND SECRETARY Elbridge T. Gerry, III
VICE PRESIDENT
Thomas Disbrow (TAX-FREE FUNDS)
VICE PRESIDENT AND TREASURER
INVESTMENT ADVISOR AND
ADMINISTRATOR
UBSFinancial Services Inc.
1285 Avenue of the Americas
New York, New York 10019-6028
SUB-ADVISOR, SUB-ADMINISTRATOR
AND PRINCIPAL UNDERWRITER
UBS Global Asset Management (US) Inc.
51 West 52nd Street
New York, New York 10019-6114
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.
(C) 2005 UBS Global Asset Management (US) Inc. All rights reserved.
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[UBS LOGO] Presorted
Standard
UBS GLOBAL ASSET MANAGEMENT (US) INC. US Postage
51 West 52nd Street PAID
New York, New York 10019 Smithtown, NY
Permit 700
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ITEM 2. CODE OF ETHICS.
The registrant has adopted a code of ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions pursuant to Section 406 of
the Sarbanes-Oxley Act of 2002. (The registrant has designated the code of
ethics adopted pursuant to Sarbanes-Oxley as a "Code of Conduct" to lessen the
risk of confusion with its separate code of ethics adopted pursuant to Rule
17j-1 under the Investment Company Act of 1940, as amended.)
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The registrant's Board has determined that the following person serving on the
registrant's Audit Committee is an "audit committee financial expert" as defined
in item 3 of Form N-CSR: Richard Q. Armstrong. Mr. Armstrong is independent as
defined in item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) AUDIT FEES:
For the fiscal years ended June 30, 2005 and June 30, 2004, the
aggregate Ernst & Young LLP (E&Y) audit fees for professional
services rendered to the registrant were approximately $34,200 and
$31,300, respectively.
Fees included in the audit fees category are those associated with
the annual audits of financial statements and services that are
normally provided in connection with statutory and regulatory
filings.
(b) AUDIT-RELATED FEES:
In each of the fiscal years ended June 30, 2005 and June 30, 2004,
the aggregate audit-related fees billed by E&Y for services rendered
to the registrant that are reasonably related to the performance of
the audits of the financial statements, but not reported as audit
fees, were approximately $2,712 and $2,593, respectively.
Fees included in the audit-related category are those associated
with (1) the reading and providing of comments on the 2004 and 2003
semiannual financial statements and (2) review of the consolidated
2003 and 2002 reports on the profitability of the UBS Funds to UBS
Global Asset Management (US) Inc. ("UBS Global AM") and its
affiliates to assist the board members in their annual
advisory/administration contract and service/distribution plan
reviews.
There were no audit-related fees required to be approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the
fiscal years indicated above.
(c) TAX FEES:
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In each of the fiscal years ended June 30, 2005 and June 30, 2004,
the aggregate tax fees billed by E&Y for professional services
rendered to the registrant were approximately $1,100 and $11,900,
respectively.
Fees included in the tax fees category comprise all services
performed by professional staff in the independent accountant's tax
division except those services related to the audits. This category
comprises fees for review of tax compliance, tax return preparation
and excise tax calculations.
There were no tax fees required to be approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X during the fiscal years
indicated above.
(d) ALL OTHER FEES:
In each of the fiscal years ended June 30, 2005 and June 30, 2004,
there were no fees billed by E&Y for products and services, other
than the services reported in Item 4(a)-(c) above, rendered to the
registrant.
Fees included in the all other fees category would consist of
services related to internal control reviews, strategy and other
consulting, financial information systems design and implementation,
consulting on other information systems, and other tax services
unrelated to the registrant.
There were no "all other fees" required to be approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the
fiscal years indicated above.
(e) (1) AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES:
The registrant's Audit Committee ("audit committee") has adopted
an "Audit Committee Charter (Amended and Restated as of May 12,
2004)" (the "charter"). The charter contains the audit
committee's pre-approval policies and procedures. Reproduced
below is an excerpt from the charter regarding pre-approval
policies and procedures:
The [audit ]Committee shall:
...
2. Pre-approve (a) all audit and permissible non-audit
services(1) to be provided to the Fund and (b) all
permissible non-audit services to be provided by the
Fund's independent auditors to UBS Global [AM] and any
Covered Service Providers, if the engagement relates
directly to the operations and financial reporting of
the Fund. In carrying out this responsibility, the
Committee shall seek periodically from UBS Global [AM]
and from the independent auditors a list of such audit
and permissible non-audit services that can be expected
to be rendered to the Fund, UBS Global [AM] or any
Covered Service Providers by the Fund's independent
auditors, and an estimate of the fees sought to be paid
in connection with such services. The Committee may
delegate its responsibility to pre-approve any such
audit and permissible non-audit services to a
sub-committee consisting of the Chairperson of the
Committee and two other members of the Committee as the
Chairperson, from time to time, may determine and
appoint, and such sub-committee shall
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report to the Committee, at its next regularly
scheduled meeting after the sub-committee's meeting,
its decision(s). From year to year, the Committee shall
report to the Board whether this system of pre-approval
has been effective and efficient or whether this
Charter should be amended to allow for pre-approval
pursuant to such policies and procedures as the
Committee shall approve, including the delegation of
some or all of the Committee's pre-approval
responsibilities to other persons (other than UBS
Global [AM] or the Fund's officers).
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(1) The Committee will not approve non-audit
services that the Committee believes may taint the
independence of the auditors. Currently,
permissible non-audit services include any
professional services (including tax services) that
are not prohibited services as described below,
provided to the Fund by the independent auditors,
other than those provided to the Fund in connection
with an audit or a review of the financial
statements of the Fund. Permissible non-audit
services may NOT include: (i) bookkeeping or other
services related to the accounting records or
financial statements of the Fund; (ii) financial
information systems design and implementation;
(iii) appraisal or valuation services, fairness
opinions or contribution-in-kind reports; (iv)
actuarial services; (v) internal audit outsourcing
services; (vi) management functions or human
resources; (vii) broker or dealer, investment
adviser or investment banking services; (viii)
legal services and expert services unrelated to the
audit; and (ix) any other service the Public
Company Accounting Oversight Board determines, by
regulation, is impermissible.
Pre-approval by the Committee of any permissible
non-audit services is not required so long as: (i)
the aggregate amount of all such permissible
non-audit services provided to the Fund, UBS Global
[AM] and any service providers controlling,
controlled by or under common control with UBS
Global [AM] that provide ongoing services to the
Fund ("Covered Service Providers") constitutes not
more than 5% of the total amount of revenues paid
to the independent auditors (during the fiscal year
in which the permissible non-audit services are
provided) by (a) the Fund, (b) its investment
adviser and (c) any entity controlling, controlled
by, or under common control with the investment
adviser that provides ongoing services to the Fund
during the fiscal year in which the services are
provided that would have to be approved by the
Committee; (ii) the permissible non-audit services
were not recognized by the Fund at the time of the
engagement to be non-audit services; and (iii) such
services are promptly brought to the attention of
the Committee and approved by the Committee (or its
delegate(s)) prior to the completion of the audit.
(e) (2) Services approved pursuant to paragraph (c)(7)(i)(C) of
Rule 2-01 of Regulation S-X:
AUDIT-RELATED FEES:
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There were no amounts that were approved by the audit committee
pursuant to the de minimis exception for the fiscal years ended
June 30, 2005 and June 30, 2004 on behalf of the registrant.
There were no amounts that were required to be approved by the
audit committee pursuant to the de minimis exception for the
fiscal years ended June 30, 2005 and June 30, 2004 on behalf of
the registrant's service providers that relate directly to the
operations and financial reporting of the registrant.
TAX FEES:
There were no amounts that were approved by the audit committee
pursuant to the de minimis exception for the fiscal years ended
June 30, 2005 and June 30, 2004 on behalf of the registrant.
There were no amounts that were required to be approved by the
audit committee pursuant to the de minimis exception for the
fiscal years ended June 30, 2005 and June 30, 2004 on behalf of
the registrant's service providers that relate directly to the
operations and financial reporting of the registrant.
ALL OTHER FEES:
There were no amounts that were approved by the audit committee
pursuant to the de minimis exception for the fiscal years ended
June 30, 2005 and June 30, 2004 on behalf of the registrant.
There were no amounts that were required to be approved by the
audit committee pursuant to the de minimis exception for the
fiscal years ended June 30, 2005 and June 30, 2004 on behalf of
the registrant's service providers that relate directly to the
operations and financial reporting of the registrant.
(f) According to E&Y, for the fiscal year ended June 30, 2005, the
percentage of hours spent on the audit of the registrant's financial
statements for the most recent fiscal year that were attributed to
work performed by persons who are not full-time, permanent employees
of E&Y was 0%.
(g) For the fiscal years ended June 30, 2005 and June 30, 2004, the
aggregate fees billed by E&Y of $1,708,633 and $1,735,422,
respectively, for non-audit services rendered on behalf of the
registrant ("covered"), its investment adviser (not including any
sub-adviser whose role is primarily portfolio management and is
subcontracted with or overseen by another investment adviser) and
any entity controlling, controlled by, or under common control with
the adviser ("non-covered") that provides ongoing services to the
registrant for each of the last two fiscal years of the registrant
is shown in the table below:
<Table>
<Caption>
2005 2004
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Covered Services $ 3,812 $ 14,493
Non-Covered Services 1,704,821 1,720,929
</Table>
(h) The registrant's audit committee was not required to consider
whether the provision of non-audit services that were rendered to
the registrant's investment adviser (not including any sub-adviser
whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser), and any entity
controlling, controlled by, or under
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common control with the investment adviser that provides ongoing
services to the registrant that were not pre-approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant's independence.
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 (US) 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
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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 that occurred during the registrant's most
recent fiscal half-year 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 as required pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002 (and designated by registrant as a "Code of
Conduct") is incorporated by reference herein from Exhibit EX-99.CODE
ETH to the registrant's Report on Form N-CSR filed September 7, 2004
(Accession Number: 0001047469-04-028094)(SEC File No. 811-06173).
(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.
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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/ W. Douglas Beck
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W. Douglas Beck
President
Date: September 7, 2005
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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/ W. Douglas Beck
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W. Douglas Beck
President
Date: September 7, 2005
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By: /s/ Thomas Disbrow
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Thomas Disbrow
Vice President and Treasurer
Date: September 7, 2005
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