For the peroid ended December 31, 2006
Municipal Money Market Series
File Number 811-6173
RMA New Jersey
Exhibit 77Q1
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/Xxxxxx Xxxxxxx 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
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/ Xxxxxx Xxxxxxx
Title: Vice President & Treasurer
By: /s/ Xxxxx X. Xxxxxx
Title: Vice President and Assistant Secretary
UBS FINANCIAL SERVICES INC.
By:___/s/ __Xxxxx Xxxxxxx
Title: Executive Director
By:__/s/ __Xxxxx Xxxxxxx
Title: Managing Director
Exhibit 77Q1
UBS MUNICIPAL MONEY MARKET SERIES
CERTIFICATE OF VICE PRESIDENT AND ASSISTANT SECRETARY FOR BOARD
RESOLUTIONS APPROVING BYLAW AMENDMENTS
I, Xxxxx X. Xxxxxx, Vice President and Assistant Secretary of UBS Municipal
Money Market Series (the Trust), hereby certify that, at a duly convened
meeting of the Board of Trustees held on November 15, 2006, the Board of
Trustees duly and unanimously approved the following preambles and resolution:
WHEREAS, the Nominating and Corporate Governance Committee of the Board has
recommended to the full Board that the Boards mandatory retirement age be
changed from 72 to 74; and
WHEREAS, the Board has accepted the Nominating and Corporate Governance
Committees recommendation and has determined that it is in the best interest
of the Trust to change the Boards retirement age policy;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to the relevant section of the
Trusts Bylaws, as amended (the Bylaws), concerning amendments to the Trusts
Bylaws, Article II, Section 12 of the Trusts Bylaws be, and it hereby is,
amended to read as follows:
Section 12. Retirement of Trustees. Each Trustee who has attained the age of
seventy-four (74) years shall retire from service as a Trustee on the last day
of the month in which he or she attains such age. Notwithstanding anything in
this Section, a Trustee may retire at any time as provided for in the governing
instrument of the Trust.
IN WITNESS WHEREOF, I have signed this certificate as of the 26th day of
February, 2007.
UBS MUNICIPAL MONEY MARKET SERIES
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President and Assistant Secretary
