Exhibit 99.(4)(c)
AMENDMENT NO. 2 TO THE
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
This Agreement is made as of July 19, 2006, by and between UBS FINANCIAL
SERVICES INC., a Delaware corporation ("Manager") (f/k/a "UBS PaineWebber
Incorporated, f/k/a PaineWebber Incorporated), and UBS MUNICIPAL MONEY MARKET
SERIES, a Massachusetts business trust (the "Trust") (f/k/a UBS PaineWebber
Municipal Money Market Series, f/k/a PaineWebber Municipal Money Market Series,
f/k/a PaineWebber/▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Municipal Money Market Series), on behalf of
its series, UBS RMA New Jersey Municipal Money Fund (the "Fund") (f/k/a UBS
PaineWebber RMA New Jersey Municipal Money Fund, f/k/a PaineWebber RMA New
Jersey Municipal Money Fund).
WITNESSETH:
WHEREAS, there is now in effect an Investment Advisory and Administration
Contract dated as of April 13, 1995, providing for services to be furnished to
the Fund by the Manager on certain terms and conditions and subject to certain
provisions set forth therein; and
WHEREAS, the Fund and the Manager wish to amend said Agreement and such
amendment has been approved as required by the terms of the Agreement,
NOW THEREFORE, the parties agree as follows:
1. Section 8(a) of the Investment Advisory and Administration Contract is
amended, effective as of August 1, 2006, to read as follows:
"8. COMPENSATION.
(a) For the services provided and the expenses assumed pursuant to this
Contract with respect to the New Jersey Series, the Fund will pay to
Manager a fee, computed daily and paid monthly, at the annual rate of such
Series' average daily net assets set forth below:
AVERAGE DAILY NET ASSETS ANNUAL RATE
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Up to $300 million of average daily net assets 0.45%
In excess of $300 million up to $750 million 0.39%
Over $750 million 0.31%"
2. This Amendment No. 2 supersedes the prior fee reduction Amendment dated
as of August 25, 2003.
3. In all other respects said Investment Advisory and Administration
Contract is reaffirmed and shall continue in effect for the period provided by
such Contract.
4. This Amendment may be executed in several counterparts, each of which
shall be original.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names by their duly authorized officers as of the date and
year first above written.
UBS MUNICIPAL MONEY MARKET SERIES
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President and Assistant Treasurer
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UBS FINANCIAL SERVICES INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Executive Director
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Managing Director
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