Exhibit 99.(4)(c)
UBS RMA MONEY MARKET PORTFOLIO
(A SERIES OF UBS RMA MONEY FUND INC.)
Effective as of July 1, 2005
UBS Financial Services Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Fee Waiver Agreement
Ladies and Gentlemen:
1. UBS RMA Money Market Portfolio (the "Portfolio") is a series of UBS RMA
Money Fund Inc., a Maryland corporation (the "Fund"). UBS Financial Services
Inc. ("you") serves as investment advisor and administrator to the Portfolio
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)(i) of the Advisory Contract so that the fee rate is
reduced from an annual rate of 0.50% of average daily net assets to an annual
rate calculated in accordance with the following fee schedule:
AVERAGE DAILY NET ASSETS ANNUAL RATE
Up to $1 billion 0.50%
In excess of $1 billion up to $1.5 billion 0.44%
Over $1.5 billion 0.36%
3. This fee waiver supersedes the prior fee waiver in effect since
August 1, 2004.
4. You further agree that you will cap the Fund's aggregate management fee
payable under the Advisory contract and the service fees payable under the
Portfolio's Shareholder Services Plan so that the total of these two expenses
does not exceed 0.50% of the Portfolio's average daily net assets. In the event
that the Portfolio's asset levels decrease precipitously, thus putting upward
pressure on the effective management fee under the breakpoint schedule
above, you will cap the fee payable under the Advisory Contract to the extent
necessary to ensure that the effective management fee rate remains at 0.375%.
5. This Agreement and the fee waiver contemplated hereby shall become
effective as of July 1, 2005, 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.
6. 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 RMA MONEY MARKET PORTFOLIO
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Title: Vice President and
Assistant Secretary
----------------------
By: /s/ Xxxxx Xxxxxxxxxx
--------------------------
Title: Vice President and
Assistant Secretary
-----------------------
Accepted and agreed to by:
UBS FINANCIAL SERVICES INC.
By: /s/ Xxxxx X.Xxxxxxx
-------------------
Title: Vice President
Director of Banking and Transactional
Solutions
-------------------------------------
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Director of Investment and Marketing
Solutions
----------------------------------------
