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002 A000000 1285 AVENUE OF THE AMERICAS
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008 B000001 A
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008 A000002 MITCHELL HUTCHINS ASSET MANAGEMENT, INC.
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010 A000001 PAINEWEBBER INC.
010 B000001 801-16267
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010 A000002 MICHELL HUTCHINS ASSET MANAGEMENT, INC.
010 B000002 801-13219
<PAGE> PAGE 2
010 C010002 NEW YORK
010 C020002 NY
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011 A000001 PAINWEBBER INCORPORATED
011 B000001 8-16267
011 C010001 NEW YORK
011 C020001 NY
011 C030001 10019
012 A000001 INVESTORS FIDUCIARY TRUST CO.
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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<PAGE> PAGE 9
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SIGNATURE JULIAN SLUYTERS
TITLE TREASURER
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000715150
<NAME> PW/KP TAX EXEMPT MONEY FUND, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 400,817
<INVESTMENTS-AT-VALUE> 400,817
<RECEIVABLES> 2,292
<ASSETS-OTHER> (75)
<OTHER-ITEMS-ASSETS> 247
<TOTAL-ASSETS> 403,281
<PAYABLE-FOR-SECURITIES> 2,000
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<TOTAL-LIABILITIES> 2,897
<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 400,386
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<OVERDISTRIBUTION-GAINS> 0
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<DIVIDEND-INCOME> 0
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<REALIZED-GAINS-CURRENT> (2)
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<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (14,269)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,122,621
<NUMBER-OF-SHARES-REDEEMED> (2,340,305)
<SHARES-REINVESTED> 13,325
<NET-CHANGE-IN-ASSETS> (204,361)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (731)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
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</TABLE>
For period ending September 30, 1995 Exhibit 77C
File Number 811-3667
PaineWebber/Kidder, Peabody Tax Exempt Money Fund, Inc.
Shareholder Information
A special meeting of shareholders of PaineWebber/Kidder, Peabody Tax Exempt
Money Fund, Inc. ("Fund") was held on April 13, 1995. At the meeting David J.
Beaubien, William W. Hewitt, Jr., Thomas R. Jordan, Frank P.L. Minard and Carl
W. Schafer were elected as trustees to serve without limit in time, subject to
resignation, retirement or removal. The selection of Deloitte & Touche LLP as
the Fund's independent accountants was ratified.
The votes were as follows:
Shares Voted For Shares Withhold Authority
---------------- -------------------------
David J. Beaubien 261,499,722 16,339,456
William W. Hewitt, Jr. 261,499,722 16,339,456
Thomas R. Jordan 261,499,722 16,339,456
Frank P.L. Minard 261,499,722 16,339,456
Carl W. Schafer 261,499,722 16,339,456
Shares
Shares Shares Withhold
Voted For Voted Against Authority
----------- ------------- ----------
Ratification of the selection
of Deloitte & Touche LLP 261,269,528 2,579,684 13,989,966
In addition the following agreements were approved for the Fund:
1) An interim investment advisory agreement between the Fund and Mitchell
Hutchins Asset Management Inc. ("Mitchell Hutchins") containing substantially
the same terms, conditions and fees as the previous investment advisory
agreement with Kidder Peabody Asset Management, Inc. ("KPAM").
The votes were as follows:
Shares Shares Shares
Voted For Voted Against Withhold Authority
------------ ------------- ------------------
260,544,364 4,170,364 13,124,449
2) A new investment advisory and administration agreement between the
Fund and PaineWebber Incorporated ("PaineWebber") containing the same fees and
substantively similar material terms and conditions as the previous investment
advisory agreement with KPAM to commence on the termination of the interim
agreement.
The votes were as follows:
Shares Shares Shares
Voted For Voted Against Withhold Authority
------------ ------------- ------------------
261,345,394 4,001,701 12,492,083
3) A new sub-advisory and sub-administration agreement between PaineWebber
and Mitchell Hutchins to commence on the termination of the interim agreement
for the Fund.
The votes were as follows:
Shares Shares Shares
Voted For Voted Against Withhold Authority
------------ ------------- ------------------
259,979,125 4,411,525 13,448,528
Broker non-votes and abstentions are included within the "Shares Withhold
Authority" totals.
INVESTMENT ADVISORY AND ADMINISTRATION CONTRACT
Contract made as of April 13, 1995 between PAINEWEBBER/KIDDER, PEABODY TAX
EXEMPT MONEY FUND, INC., a Maryland corporation ("Fund"), and PAINEWEBBER
INCORPORATED ("Manager"), a Delaware corporation registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended ("1934 Act"), and as an
investment adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS the Fund is registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as an open-end management investment company, and intends
to offer for public sale distinct shares of common stock ("Shares"); and
WHEREAS the Fund desires to retain Manager as investment adviser and
administrator to furnish certain administrative, investment advisory and
portfolio management services to the Fund and Manager is willing to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints Manager as investment adviser and
administrator of the Fund for the period and on the terms set forth in this
Contract. Manager accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided.
2. Duties as Investment Adviser.
(a) Subject to the supervision of the Fund's Board of Directors ("Board"),
Manager will provide a continuous investment program for the Fund, including
investment research and management with respect to all securities and
investments and cash equivalents in the Fund. Manager will determine from time
to time what securities and other investments will be purchased, retained or
sold by the Fund.
(b) Manager agrees that in placing orders with brokers, it will attempt to
obtain the best net result in terms of price and execution; provided that, on
behalf of the Fund, Manager may, in
<PAGE>
its discretion, use brokers who provide the Fund with research,
analysis, advice and similar services to execute portfolio transactions
on behalf of the Fund, and Manager may pay to those brokers in return
for brokerage and research services a higher commission than may be
charged by other brokers, subject to Manager's determining in good faith
that such commission is reasonable in terms either of the particular
transaction or of the overall responsibility of Manager to the Fund and
its other clients and that the total commissions paid by the Fund will
be reasonable in relation to the benefits to the Fund over the long
term. In no instance will portfolio securities be purchased from or sold
to Manager, or any affiliated person thereof, except in accordance with
the federal securities laws and the rules and regulations thereunder, or
any applicable exemptive orders. Whenever Manager simultaneously places
orders to purchase or sell the same security on behalf of the Fund and
one or more other accounts advised by Manager, such orders will be allocated as
to price and amount among all such accounts in a manner
believed to be equitable to each account. The Fund recognizes that in
some cases this procedure may adversely affect the results obtained for
the Fund.
(c) Manager will oversee the maintenance of all books and records with
respect to the securities transactions of the Fund, and will furnish the Board
with such periodic and special reports as the Board reasonably may request. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, Manager
hereby agrees that all records which it maintains for the Fund are the property
of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any records which it maintains for the Fund and which are required
to be maintained by Rule 31a-1 under the 1940 Act and further agrees to
surrender promptly to the Fund any records which it maintains for the Fund upon
request by the Fund.
(d) Manager will oversee the computation of the net asset value and the net
income of the Fund as described in the currently effective registration
statement of the Fund under the Securities Act of 1933, as amended, and the 1940
Act and any supplements thereto ("Registration Statement") or as more frequently
requested by the Board.
(e) The Fund hereby authorizes Manager and any entity or person associated
with Manager which is a member of a national securities exchange to effect any
transaction on such exchange for the account of the Fund, which transaction is
permitted by Section 11(a) of the 1934 Act, and the Fund hereby consents to the
retention of compensation by Manager or any person or entity associated with
Manager for such transaction.
2
<PAGE>
3. Duties as Administrator. Manager will administer the affairs of the
Fund subject to the supervision of the Board and the following understandings:
(a) Manager will supervise all aspects of the operations of the Fund,
including oversight of transfer agency, custodial and accounting services,
except as hereinafter set forth; provided, however, that nothing herein
contained shall be deemed to relieve or deprive the Board of its responsibility
for and control of the conduct of the affairs of the Fund.
(b) Manager will provide the Fund with such corporate, administrative and
clerical personnel (including officers of the Fund) and services as are
reasonably deemed necessary or advisable by the Board, including the maintenance
of certain books and records of the Fund.
(c) Manager will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of the Fund's Registration
Statement, proxy material, tax returns and required reports to the Fund's
shareholders and the Securities and Exchange Commission and other appropriate
federal or state regulatory authorities.
(d) Manager will provide the Fund with, or obtain for it, adequate office
space and all necessary office equipment and services, including telephone
service, heat, utilities, stationery supplies and similar items.
(e) Manager will provide the Board on a regular basis with economic and
investment analyses and reports and make available to the Board upon request any
economic, statistical and investment services normally available to
institutional or other customers of Manager.
4. Further Duties. In all matters relating to the performance of this
Contract, Manager will act in conformity with the Articles of Incorporation,
By-laws and currently effective Registration Statement of the Fund, as delivered
to Manager and upon which it shall be entitled to rely, and with the
instructions and directions of the Board, and will comply with the requirements
of the 1940 Act, the rules thereunder, and all other applicable federal and
state laws and regulations.
5. Delegation of Manager's Duties as Investment Adviser and Administrator.
Manager may enter into one or more contracts ("Sub-Advisory or
Sub-Administration Contract") with a sub-adviser or sub-administrator in which
Manager delegates to such sub-adviser or sub-administrator any or all of its
duties specified in Paragraphs 2 and 3 of this Contract, provided that each
Sub-Advisory or Sub-Administration Contract imposes on the sub-adviser or sub-
3
<PAGE>
administrator bound thereby all the duties and conditions to which
Manager is subject by Paragraphs 2, 3 and 4 of this Contract, and
further provided that each Sub-Advisory or Sub-Administration Contract
meets all requirements of the 1940 Act and rules thereunder.
6. Services Not Exclusive. The services furnished by Manager hereunder
are not to be deemed exclusive and Manager shall be free to furnish similar
services to others so long as its services under this Contract are not impaired
thereby. Nothing in this Contract shall limit or restrict the right of any
director, officer or employee of Manager, who may also be a Director, officer or
employee of the Fund, to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
7. Expenses.
(a) During the term of this Contract, the Fund will bear all expenses, not
specifically assumed by Manager, incurred in its operations and the offering of
its shares.
(b) Expenses borne by the Fund will include but not be limited to the
following (or the Fund's proportionate share of the following): (i) the cost
(including brokerage commissions) of securities purchased or sold by the Fund
and any losses incurred in connection therewith; (ii) fees payable to and
expenses incurred on behalf of the Fund by Manager under this Contract; (iii)
expenses of organizing the Fund; (iv) filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Fund under federal
and/or state securities laws and maintaining such registration and
qualification; (v) fees and salaries payable to the Fund's Directors and
officers who are not interested persons of the Fund or Manager; (vi) all
expenses incurred in connection with the Directors' services, including travel
expenses in the case of Directors who are not interested persons of the Fund or
Manager; (vii) taxes (including any income or franchise taxes) and governmental
fees; (viii) costs of any liability, uncollectible items of deposit and other
insurance and fidelity bonds; (ix) any costs, expenses or losses arising out of
a liability of or claim for damages or other relief asserted against the Fund
for violation of any law and any indemnification relating thereto; (x) legal,
accounting and auditing expenses, including legal fees of special counsel for
those Directors of the Fund who are not interested persons of the Fund; (xi)
charges of custodians, transfer agents and other agents; (xii) costs of
preparing share certificates; (xiii) expenses of setting in type and printing
prospectuses and supplements thereto, statements of additional information and
supplements thereto, reports and proxy materials for existing shareholders;
(xiv) costs of mailing prospectuses and supplements
4
<PAGE>
thereto, statements of additional information and supplements thereto,
reports and proxy materials to existing shareholders; (xv) any
extraordinary expenses (including fees and disbursements of counsel,
costs of actions, suits or proceedings to which the Fund is a party and
the expenses the Fund may incur as a result of its legal obligation to
provide indemnification to its officers, Directors, agents and
shareholders or to Manager) incurred by the Fund; (xvi) fees, voluntary
assessments and other expenses incurred in connection with membership in
investment company organizations; (xvii) cost of mailing and tabulating
proxies and costs of meetings of shareholders, the Board and any
committees thereof; (xviii) the cost of investment company literature
and other publications provided by the Fund to its Directors and
officers; (xix) costs of mailing, stationery and communications
equipment; (xx) expenses incident to any dividend, withdrawal or
redemption options; (xxi) charges and expenses of any outside pricing
service used to value portfolio securities and (xxii) interest on
borrowings of the Fund.
(c) Manager will assume the cost of any compensation for services provided
to the Fund received by the officers of the Fund and by those Directors who are
interested persons of the Fund.
(d) The payment or assumption by Manager of any expenses of the Fund that
Manager is not required by this Contract to pay or assume shall not obligate
Manager to pay or assume the same or any similar expense of the Fund on any
subsequent occasion.
8. Compensation.
(a) For the services provided and the expenses assumed pursuant to this
Contract with respect to the Fund, the Fund will pay to Manager a fee, computed
daily and paid monthly, at an annual rate of .50% of the Fund's average daily
net assets.
(b) The fee shall be computed daily and paid monthly to Manager on or
before the first business day of the next succeeding calendar month.
(c) If this Contract becomes effective or terminates before the end of any
month, the fee for the period from the effective day to the end of the month or
from the beginning of such month to the date of termination, as the case may be,
shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
9. Limitation of Liability of Manager. Manager and its delegates, including
any Sub-Adviser or Sub-Administrator to the Fund, shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund or any
of its shareholders, in connection with the matters to which this Contract
relates, except to the extent that such a loss results from willful
5
<PAGE>
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Contract. Any person, even though also
an officer, director, employee, or agent of Manager, who may be or become
an officer, Director, employee or agent of the Fund shall be deemed,
when rendering services to the Fund or acting with respect to any
business of the Fund, to be rendering such service to or acting for the
Fund and not as an officer, director, employee, or agent or one under
the control or direction of Manager even though paid by it.
10. Duration and Termination.
(a) This Contract shall become effective upon the date hereabove written
provided that, with respect to the Fund, this Contract shall not take effect
unless it has first been approved (i) by a vote of a majority of those Directors
of the Fund who are not parties to this Contract or interested persons of any
such party cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the Fund's outstanding voting
securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, this Contract shall continue automatically for successive periods of
twelve months each, provided that such continuance is specifically approved at
least annually (i) by a vote of a majority of those Directors of the Fund who
are not parties to this Contract or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(ii) by the Board or by vote of a majority of the outstanding voting securities
of the Fund with respect to the Fund.
(c) Notwithstanding the foregoing, with respect to the Fund this Contract
may be terminated at any time, without the payment of any penalty, by vote of
the Board or by a vote of a majority of the outstanding voting securities of the
Fund on sixty days' written notice to Manager or by Manager at any time, without
the payment of any penalty, on sixty days' written notice to the Fund. This
Contract will automatically terminate in the event of its assignment.
11. Amendment of this Contract. No provision of this Contract may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no material amendment of this Contract
as to the Fund shall be effective until approved by vote of a majority of the
Fund's outstanding voting securities.
6
<PAGE>
12. Governing Law. This Contract shall be construed in accordance with the
laws of the State of Delaware, without giving effect to the conflicts of laws
principles thereof, and in accordance with the 1940 Act. To the extent that the
applicable laws of the State of Delaware conflict with the applicable provisions
of the 1940 Act, the latter shall control.
13. Miscellaneous. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. As used in this Contract,
the terms "majority of the outstanding voting securities", "affiliated person",
"interested person", "assignment", "broker", "investment adviser", "national
securities exchange", "net assets", "prospectus", "sale", "sell" and "security"
shall have the same meaning as such terms have in the 1940 Act, subject to such
exemption as may be granted by the Securities and Exchange Commission by any
rule, regulation or order. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Contract is affected by a rule, regulation or
order of the Securities and Exchange Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated as of the day and year first above
written.
Attest: PAINEWEBBER INCORPORATED
/s/ Jennifer Farrell By /s/
- ------------------------------ -------------------------------
Attest: PAINEWEBBER/KIDDER, PEABODY TAX EXEMPT
MONEY FUND, INC.
/s/ Jennifer Farrell By /s/ Dianne E. O'Donnell
- ------------------------------ -------------------------------
7
<PAGE>
SUB-ADVISORY AND SUB-ADMINISTRATION AGREEMENT
Contract made as of April 13, 1995, between PAINEWEBBER INCORPORATED
("PaineWebber"), a Delaware corporation registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended ("1934 Act") and as an investment
adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act"),
and MITCHELL HUTCHINS ASSET MANAGEMENT INC. ("Mitchell Hutchins"), a Delaware
corporation registered as a broker-dealer under the 1934 Act and as an
investment adviser under the Advisers Act.
WHEREAS PaineWebber has entered into an Investment Advisory and
Administration Contract dated April 13, 1995 ("Advisory Contract") with
PaineWebber/Kidder, Peabody Tax Exempt Money Fund, Inc. ("Fund"), an open-end
investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"), which offers for public sale shares of common stock; and
WHEREAS under the Advisory Contract PaineWebber has agreed to provide
certain investment advisory and administrative services to the Fund; and
WHEREAS the Advisory Contract authorizes PaineWebber to delegate certain of
its duties as investment adviser and administrator under the Advisory Contract
to a sub-adviser or sub-administrator; and
WHEREAS PaineWebber wishes to retain Mitchell Hutchins as sub-adviser and
sub-administrator to provide certain investment advisory and administrative
services to PaineWebber and the Fund and Mitchell Hutchins is willing to render
such services as described herein upon the terms set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. PaineWebber hereby appoints Mitchell Hutchins as its
sub-adviser and sub-administrator with respect to the Fund and Mitchell Hutchins
accepts such appointment and agrees that it will furnish the services set forth
in Paragraph 2.
<PAGE>
2. Services and Duties of Mitchell Hutchins.
(a) Subject to the supervision of the Board of Directors ("Board") and
PaineWebber, Mitchell Hutchins will provide a continuous investment program for
the Fund, including investment research and management with respect to all
securities, investments and cash equivalents held in the portfolio of the Fund.
Mitchell Hutchins will determine from time to time what investments will be
purchased, retained or sold by the Fund. Mitchell Hutchins will be responsible
for placing purchase and sale orders for investments and for other related
transactions. Mitchell Hutchins will provide services under this agreement in
accordance with the Fund's investment objective, policies and restrictions as
stated in the Fund's Prospectuses.
(b) Mitchell Hutchins agrees that, in placing orders with brokers, it will
attempt to obtain the best net result in terms of price and execution; provided
that, on behalf of the Fund, Mitchell Hutchins may, in its discretion, effect
securities transactions with brokers and dealers who provide the Fund with
research, analysis, advice and similar services, and Mitchell Hutchins may pay
to those brokers and dealers, in return for brokerage and research services and
analysis, a higher commission than may be charged by other brokers and dealers,
subject to Mitchell Hutchins' determining in good faith that such commission is
reasonable in terms either of the particular transaction or of the overall
responsibility of Mitchell Hutchins and its affiliates to such Fund and its
other clients and that the total commissions paid by such Fund will be
reasonable in relation to the benefits to the Fund over the long term. In no
instance will portfolio securities be purchased from or sold to PaineWebber,
Mitchell Hutchins or any affiliated person thereof, except in accordance with
the federal securities laws and the rules and regulations thereunder, or any
applicable exemptive orders. Whenever Mitchell Hutchins simultaneously places
orders to purchase or sell the same security on behalf of the Fund and one or
more other accounts advised by Mitchell Hutchins, such orders will be allocated
as to price and amount among all such accounts in a manner believed to be
equitable to each account. The Fund recognizes that in some cases this procedure
may adversely affect the results obtained for the Fund.
(c) Mitchell Hutchins will oversee the maintenance of all books and records
with respect to the securities transactions of the Fund and will furnish the
Board with such periodic and special reports as PaineWebber or the Board
reasonably may request. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, Mitchell Hutchins hereby agrees that all records which it
maintains for the Fund are the property of the Fund, agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act any records which it
maintains for the Fund and which are required to be maintained by Rule 31a-1
under the 1940 Act, and further agrees to surrender promptly to the Fund any
records which it maintains for the Fund upon request by the Fund.
<PAGE>
(d) Mitchell Hutchins will oversee the computation of the net asset value
and net income of the Fund as described in the currently effective registration
statement of the Fund under the Securities Act of 1933, as amended, and 1940 Act
and any supplements thereto ("Registration Statement") or as more frequently
requested by the Board.
(e) Mitchell Hutchins will assist in administering the affairs of the Fund,
subject to the supervision of the Board and PaineWebber, and further subject to
the following understandings:
(i) Mitchell Hutchins will supervise all aspects of the operation of
the Fund except as hereinafter set forth; provided, however, that nothing herein
contained shall be deemed to relieve or deprive the Board of its responsibility
for and control of the conduct of affairs of the Fund.
(ii) Mitchell Hutchins will provide the Fund with such administrative
and clerical personnel (including officers of the Fund) as are reasonably deemed
necessary or advisable by the Board and PaineWebber and Mitchell Hutchins will
pay the salaries of all such personnel.
(iii) Mitchell Hutchins will provide the Fund with such administrative
and clerical services as are reasonably deemed necessary or advisable by the
Board and PaineWebber, including the maintenance of certain of the books and
records of the Fund.
(iv) Mitchell Hutchins will arrange, but not pay for, the periodic
preparation, updating, filing and dissemination (as applicable) of the Fund's
Registration Statement, proxy material, tax returns and reports to shareholders
of the Fund, the Securities and Exchange Commission and other appropriate
federal or state regulatory authorities.
(v) Mitchell Hutchins will provide the Fund with, or obtain for it,
adequate office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items.
3. Duties Retained by PainWebber. PaineWebber will continue to provide to
the Board and the Fund the services described in subparagraph 3(e) of the
Advisory Contract.
4. Further Duties. In all matters relating to the performance of this
Contract, Mitchell Hutchins will act in conformity with the Fund's Articles of
Incorporation, By-Laws and Registration Statement of the Fund and with the
written instructions and directions of the Board and PaineWebber, and will
comply with the requirements of the 1940 Act, the Investment Advisers Act of
1940 ("Advisers Act"), the rules thereunder, and all other applicable federal
and state laws and regulations.
3
<PAGE>
5. Services Not Exclusive. The services furnished by Mitchell Hutchins
hereunder are not to be deemed exclusive, and Mitchell Hutchins shall be free to
furnish similar services to others so long as its services under this Contract
are not impaired thereby. Nothing in this Contract shall limit or restrict the
right of any director, officer or employee of Mitchell Hutchins, who may also be
a director, officer or employee of the Fund, to engage in any other business or
to devote his or her time and attention in part to the management or other
aspects of any other business, whether of a similar nature or a dissimilar
nature.
6. Expenses. During the term of this Contract, Mitchell Hutchins will pay
all expenses incurred by it in connection with its services under this Contract.
7. Compensation. For the services provided and the expenses assumed by
Mitchell Hutchins pursuant to this Contract with respect to the Fund,
PaineWebber will pay to Mitchell Hutchins a fee equal to 20% of the fee
received by PaineWebber from the Fund pursuant to the Advisory Contract with
respect to the Fund, such compensation to be paid monthly.
8. Limitation of Liability. Mitchell Hutchins and its delegates will not be
liable for any error of judgment or mistake of law or for any loss suffered by
PaineWebber or the Fund or the shareholders of the Fund in connection with the
performance of this Contract, except a loss resulting from willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this Contract.
Any person, even though also an officer, director, employee, or agent of
Mitchell Hutchins, who may be or become an officer, director, employee or agent
of the Fund shall be deemed, when rendering services to the Fund or acting with
respect to any business of the Fund, to be rendering such services to or acting
solely for the Fund and not as an officer, director, employee, or agent or one
under the control or direction of Mitchell Hutchins even though paid by it.
9. Duration and Termination.
(a) This Contract will become effective upon the date first above written,
provided that, with respect to the Fund, this Contract shall not take effect
unless it has first been approved (i) by a vote of a majority of those directors
of the Fund who are not parties to this Contract or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the Fund's outstanding voting
securities.
(b) Unless sooner terminated as provided herein, this Contract will
continue in effect for two years from the above written date. Thereafter, if not
terminated, this Contract will
4
<PAGE>
continue automatically for successive periods of twelve months each,
provided that such continuance is specifically approved at least
annually (i) by a vote of a majority of those directors of the Fund who
are not parties to this Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on
such approval, and (ii) by the Board or, by vote of a majority of the
outstanding voting securities of the Fund.
(c) Notwithstanding the foregoing, with respect to the Fund, this Contract
may be terminated by any party hereto at any time, without the payment of any
penalty, on sixty days' written notice to the other party; this Contract also
may be terminated at any time, without the payment of any penalty, by vote of
the Board or by a vote of a majority of the outstanding voting securities of the
Fund on sixty days' written notice to Mitchell Hutchins and PaineWebber. This
Contract will terminate automatically in the event of its assignment or upon
termination of the Advisory Contract.
10. Amendment of this Agreement. No provision of this Contract may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Contract as to the
Fund shall be effective until approved by vote of a majority of the Fund's
outstanding voting securities.
11. Governing Law. This Contract shall be construed in accordance with the
laws of the State of Delaware without giving effect to the conflicts of laws
principles thereof and the 1940 Act. To the extent that the applicable laws of
the State of Delaware conflict with the applicable provisions of the 1940 Act,
the latter shall control.
12. Miscellaneous. The captions in this Contract are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Contract shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Contract shall not be affected
thereby. This Contract shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors. As used in this Contract,
the terms "majority of the outstanding voting securities," "affiliated person,"
"interested person," "assignment," "broker," "investment adviser," "net assets,"
"sale," "sell" and "security" shall have the same meaning as such terms have in
the 1940 Act, subject to such exemption as may be granted by the SEC by any
rule, regulation or order. Where the effect of a requirement of the federal
securities laws reflected in any provision of this Agreement is affected by a
rule, regulation or order of the SEC,
5
<PAGE>
whether of special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
PAINEWEBBER INCORPORATED
Attest:
/s/ Jennifer Farrell By: /s/
- ------------------------- ----------------------------
Title: Managing Director
MITCHELL HUTCHINS ASSET
Attest: MANAGEMENT INC.
/s/ Jennifer Farrell By: /s/ Dianne E. O'Donnell
- ------------------------- ----------------------------
Dianne E. O'Donnell
Title: Senior Vice President
6
The Board of Directors and Stockholders
PaineWebber/Kidder, Peabody Tax Exempt Money Fund, Inc.
In planning and performing our audit of the financial statements of
PaineWebber/Kidder, Peabody Tax Exempt Money Fund, Inc. for the
year ended September 30, 1995, we considered its internal control structure,
including procedures for safeguarding securities, in order to determine
our auditing procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form N-SAR,
not to provide assurance on the internal control structure.
The management of PaineWebber/Kidder, Peabody Tax Exempt Money Fund, Inc.
is responsible for establishing and maintaining an internal control
structure. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs
of internal control structure policies and procedures. Two of the
objectives of an internal control structure are to provide management with
reasonable, but not absolute, assurance that assets are safeguarded against
loss from unauthorized use or disposition and that transactions are executed
in accordance with management's authorization and recorded properly to permit
preparation of financial statements in conformity with generally accepted
accounting principles.
Because of inherent limitations in any internal control structure, errors or
irregularities may occur and not be detected. Also, projection of any
evaluation of the structure to future periods is subject to the risk that it
may become inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of the internal control structure would not necessarily
disclose all matters in the internal control structure that might be material
weaknesses under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the design or
operation of the specific internal control structure elements does not reduce
to a relatively low level the risk that errors or irregularities in amounts
that would be material in relation to the financial statements being audited
may occur and not be detected within a timely period by employees in the
normal course of performing their assigned functions. However, we noted no
matters involving the internal control structure, including procedures for
safeguarding securities, that we consider to be material weaknesses as defined
above as of September 30, 1995.
This report is intended solely for the information and use of management and
the Securities and Exchange Commission.
ERNST & YOUNG LLP
November 22, 1995
