Exhibit 99.(4)(c)
UBS RETIREMENT MONEY FUND
(A SERIES OF UBS RMA MONEY FUND INC.)
Effective as of August 1, 2006
UBS Financial Services Inc.
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Re: Fee Waiver Agreement
Ladies and Gentlemen:
1. You serve as investment advisor and administrator to UBS Retirement
Money Fund (the "Portfolio"), a series of UBS RMA Money Fund Inc., a Maryland
corporation (the "Fund"), pursuant to an Investment Advisory and Administration
Contract dated as of March 23, 1989 (the "Advisory Contract").
2. You hereby agree that you will waive compensation otherwise payable to
you under Section 8(a)(iii) of the Advisory Contract so that the fee rate is
reduced to an annual rate calculated in accordance with the following fee
schedule:
AVERAGE DAILY NET ASSETS ANNUAL RATE
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Up to $300 million of average daily net assets 0.50%
In excess of $300 million up to $750 million 0.44%
Over $750 million 0.36%
3. This Agreement and the fee waiver contemplated hereby shall become
effective as of August 1, 2006, and shall continue in effect unless it is
terminated by a vote of a majority of those directors of the Fund who are not
parties to the Advisory Contract or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such termination, and
(ii) by the Fund's board or by vote of a majority of the outstanding voting
securities of the Fund.
4. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, except insofar as the
Investment Company Act of 1940, as amended, or other federal laws and
regulations may be controlling. Any amendment to this fee waiver agreement shall
be in writing and signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance below and return the same to us.
Very truly yours,
UBS RMA MONEY FUND INC. on behalf of its
UBS RETIREMENT MONEY FUND
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President & Assistant Secretary
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Accepted and agreed to by:
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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