EXHIBIT EX-99.d.5.ii
THE UBS FUNDS, ON BEHALF OF ITS SERIES, UBS U.S. LARGE CAP EQUITY
FUND
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NUMBER TWO
THIS AMENDMENT is made this 1st day of July, 2004, by and between The
UBS Funds, a Delaware statutory trust (the "Fund"), and UBS Global Asset
Management (Americas) Inc., a Delaware corporation (the "Advisor").
WHEREAS, the Fund and the Advisor have previously entered into an
Investment Advisory Agreement, dated July 1, 2002 as amended through the date
hereof (the "Advisory Agreement"), pursuant to which the Advisor agreed to
manage the investment and reinvestment of assets of the UBS U.S. Large Cap
Equity Fund series; and
WHEREAS, the Advisor and the Fund have decided to amend the Advisory
Agreement to reduce compensation of the Advisor as provided in Section 3 of such
Advisory Agreement;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Section 3 of the Advisory Agreement is hereby deleted in its
entirety and replaced with the following:
3. COMPENSATION TO THE ADVISOR. For the services to be rendered
by the Advisor as provided in Sections 1 and 2 of this Agreement, the
Series shall pay to the Advisor within five business days after the end
of each calendar month, a monthly fee equal to a percentage of the
Series' average daily net assets for the month in accordance with the
following fee schedule:
ASSETS UNDER MANAGEMENT FEE
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$0 - $500 million 0.70%
On the next $ 500 million - $1billion 0.65%
On the next $1 billion - $1.5 billion 0.60%
On the next $ 1.5 billion - $ 2 billion 0.575%
Above $ 2 billion 0.55%
In the event of termination of this Agreement, the fee provided
in this Section 3 shall be paid on a pro rata basis, based on the
number of days when this Agreement was in effect.
2. The effective date of this Amendment shall be July 1, 2004.
3. The parties hereby further agree that no other provisions of the
Advisory Agreement are in any way modified by this Amendment, and that all other
provisions of the Advisory Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be
executed this 1st day of July, 2004.
THE
UBS FUNDS UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: W. ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President Title: Managing Director and
Chief Financial Officer
THE
UBS FUNDS UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Treasurer and Principal Title: Executive Director
Accounting Officer