EXHIBIT NO. EX-99.d.7.i
THE UBS FUNDS, ON BEHALF OF ITS SERIES, UBS U.S. LARGE CAP GROWTH
FUND
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NUMBER ONE
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 (the "Advisory Agreement"),
pursuant to which the Advisor agreed to manage the investment and reinvestment
of assets of the UBS Global Allocation 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
----------------------- ----
$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. Xxxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
---------------------------- -------------------------------
Name: W. Xxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President Title: Managing Director and
Chief Financial Officer
THE
UBS FUNDS UBS GLOBAL ASSET MANAGEMENT
(AMERICAS) INC.
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxx
------------------------------- -------------------------------
Name: Xxxx X. Xxxxxxxx Name: Xxxx Xxxxxx
Title: Treasurer and Principal Title: Executive Director
Accounting Officer
