INVESTMENT ADVISORY AGREEMENT


     AGREEMENT made this __ day of ________, 2006, by and between The UBS Funds,
a  Delaware  business  trust  (the  "Trust")  and UBS  Global  Asset  Management
(Americas) Inc., a Delaware corporation (the "Advisor").

     1. Duties of the Advisor.  The Trust hereby  appoints the Advisor to act as
investment  advisor to the UBS U.S.  Equity  Alpha Fund (the  "Series")  for the
period  and on such terms set forth in this  Agreement.  The Trust  employs  the
Advisor to manage the investment and  reinvestment  of the assets of the Series,
to continuously  review,  supervise and administer the investment program of the
Series,  to determine in its  discretion  the assets to be held  uninvested,  to
provide the Trust with records  concerning  the Advisor's  activities  which the
Trust is  required to  maintain,  and to render  regular  reports to the Trust's
officers  and  Board of  Trustees  concerning  the  Advisor's  discharge  of the
foregoing   responsibilities.   The  Advisor   shall   discharge  the  foregoing
responsibilities  subject  to the  control  of the  officers  and the  Board  of
Trustees of the Trust,  and in  compliance  with the  objectives,  policies  and
limitations  set forth in the Trust's  Prospectus  and  Statement of  Additional
Information.  The  Advisor  accepts  such  employment  and  agrees to render the
services and to provide,  at its own  expense,  the office  space,  furnishings,
equipment and the personnel  required by it to perform the services on the terms
and for the compensation provided herein. With respect to foreign securities, at
its  own  expense,   the  Advisor  may  obtain  statistical  and  other  factual
information and advice  regarding  economic  factors and trends from its foreign
subsidiaries,  and may obtain investment  services from the investment  advisory
personnel of its affiliates located throughout the world to the extent permitted
under interpretations of the federal securities laws.

     2.  Portfolio  Transactions.  The Advisor  shall  provide the Series with a
trading  department,  and with  respect to foreign  securities,  the  Advisor is
authorized to utilize the trading  departments  of its foreign  affiliates.  The
Advisor shall select,  and with respect to its foreign  affiliates or the use of
any  sub-advisors,  shall  monitor the selection of, the brokers or dealers that
will  execute  the  purchases  and sales of  securities  for the  Series  and is
directed  to use its best  efforts to ensure that the best  available  price and
most favorable execution of securities transactions for the Series are obtained.
Subject  to  policies  established  by the  Board of  Trustees  of the Trust and
communicated  to the  Advisor,  it is  understood  that the Advisor  will not be
deemed to have acted  unlawfully,  or to have  breached a fiduciary  duty to the
Trust or in respect of the Series,  or be in breach of any  obligation  owing to
the Trust or in respect of the Series under this Agreement, or otherwise, solely
by reason  of its  having  caused  the  Series  to pay a member of a  securities
exchange,  a  broker  or a  dealer  a  commission  for  effecting  a  securities
transaction for the Series in excess of the amount of commission  another member
of an exchange, broker or dealer would have charged if the Advisor determines in
good faith that the commission  paid was reasonable in relation to the brokerage
or research services provided by such member,  broker or dealer, viewed in terms
of that particular  transaction or the Advisor's overall  responsibilities  with
respect to the Series and to other  funds and  advisory  accounts  for which the
Advisor or any Sub-Advisor, as defined in Section 8 hereof, exercises investment
discretion.  The Advisor will promptly  communicate to the officers and trustees
of the Trust such  information  relating to the Series  transactions as they may
reasonably request.

     3.  Compensation  of 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 of one twelfth of the effective  advisory fee rate multiplied by the
Series' average daily net assets for the month. The effective  advisory fee rate
is calculated  according to the following fee schedule:  1.00% on the first $500
million of assets under management; 0.90% on the next $500 million to $1 billion
of  assets  under  management;  and  0.85%  above $1  billion  of  assets  under
management.

     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.

     4. Reimbursement of Fee Waivers and Expense  Reimbursements.  If on any day
during which this  Agreement is in effect,  the estimated  annualized  Operating
Expenses  (as  defined  below)  of the  Series  for that  day are less  than the
Operating  Expense  Limit (as defined  below),  the Advisor shall be entitled to
reimbursement by the Series of the investment management fees waived or reduced,
and of any expense reimbursements or similar payments remitted by the Advisor to
the Series  pursuant to the Advisor's  agreement to limit the Series'  Operating
Expenses  (the  "Reimbursement  Amount")  during any of the  previous  three (3)
years, to the extent that the Series' annualized  Operating  Expenses,  plus the
amount  so  reimbursed,  equals,  for such day,  the  Operating  Expense  Limit,
provided  that such amount paid to the Advisor will in no event exceed the total
Reimbursement  Amount and will not include any amounts previously  reimbursed by
the Series to the  Advisor.  For  purposes  of this  Section  4: (i)  "Operating
Expenses" shall include the ordinary  operating  expenses incurred by the Series
in any fiscal year, including,  without limitation,  management fees paid to the
Advisor,   but  excluding  interest,   taxes,   brokerage   commissions,   other
investment-related costs and extraordinary expenses not incurred in the ordinary
course of the Series'  business;  and (ii) "Operating  Expense Limit" shall mean
the rate of the "Total  Expense  Limit" as a  percentage  of  average  daily net
assets of the Series as stated in the then current registration statement of the
Series,  plus any  distribution  or service  fees  under  Rule  12b-1  under the
Investment Company Act of 1940 and/or  shareholder  service fees as described in
the then current  registration  statement of the Series, as determined from time
to time by the Board of Trustees of the Trust.

     5. Reports.  The Series and the Advisor agree to furnish to each other such
information  regarding their operations with regard to their affairs as each may
reasonably request.

     6. Status of Advisor.  The services of the Advisor to the Series are not to
be deemed exclusive, and the Advisor shall be free to render similar services to
others so long as its services to the Series are not impaired thereby.

     7. Liability of Advisor. In the absence of willful misfeasance,  bad faith,
gross  negligence or reckless  disregard by the Advisor of its  obligations  and
duties hereunder,  the Advisor shall not be subject to any liability  whatsoever
to the Series,  or to any shareholder of the Series,  for any error of judgment,
mistake of law or any other act or omission in the course of, or connected with,
rendering services hereunder including,  without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Series.

     8. Delegation of Responsibilities to Sub-Advisors.  The Advisor may, at its
expense,  select  and  contract  with  one or more  affiliated  or  unaffiliated
investment  advisors  registered  under  the  Investment  Advisers  Act of  1940
("Sub-Advisors") to perform some or all of the services for the Series for which
it is  responsible  under  this  Agreement.  The  Advisor  will  compensate  any
Sub-Advisor  for its  services to the Series.  The  Advisor  may  terminate  the
services of any  Sub-Advisor  at any time in its sole  discretion,  and shall at
such time  assume  the  responsibility  of such  Sub-Advisor  unless and until a
successor  Sub-Advisor  is selected  and the  requisite  approval of the Series'
shareholders is obtained.  The Advisor will continue to have  responsibility for
all advisory services furnished by any Sub-Advisor.

     9.  Duration and  Termination.  This  Agreement  shall become  effective on
______________  provided  that first it is  approved by the Board of Trustees of
the Trust,  including a majority of those  trustees  who are not parties to this
Agreement or interested  persons of any party hereto,  in the manner provided in
Section 15(c) of the Investment Company Act of 1940, as amended (the "1940 Act")
and by the holders of a majority of the  outstanding  voting  securities  of the
Series;  and shall  continue in effect until  ______________.  Thereafter,  this
Agreement may continue in effect only if such  continuance  is approved at least
annually  by:  (i) the  Trust's  Board  of  Trustees;  or (ii) by the  vote of a
majority of the outstanding voting securities of the Series; and in either event
by a vote of a majority  of those  trustees  of the Trust who are not parties to
this Agreement or interested persons of any such party in the manner provided in
Section 15(c) of the 1940 Act. This  Agreement may be terminated by the Trust at
any time,  without the payment of any  penalty,  by the Board of Trustees of the
Trust  or by  vote  of the  holders  of a  majority  of the  outstanding  voting
securities  of the  Series  on 60 days'  written  notice  to the  Advisor.  This
Agreement may be  terminated by the Advisor at any time,  without the payment of
any penalty,  upon 60 days' written  notice to the Trust.  This  Agreement  will
automatically  terminate in the event of its  assignment.  Any notice under this
Agreement shall be given in writing, addressed and delivered or mailed postpaid,
to the other party at the principal office of such party.

     As used in this Section 9, the terms "assignment," "interested person," and
"a vote of a  majority  of the  outstanding  voting  securities"  shall have the
respective  meanings set forth in Section 2(a)(4),  Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.

     10. Name of Advisor.  The parties  agree that the Advisor has a proprietary
interest in the name "UBS," and the Trust agrees to promptly take such action as
may be necessary to delete from its corporate name and/or the name of the Series
any reference to the name of the Advisor promptly after receipt from the Advisor
of a written request therefor.

     11. Severability. If any provisions of this Agreement shall be held or made
invalid by a court decision,  statute, rule or otherwise,  the remainder of this
Agreement shall not be affected thereby.

     12.  Amendment of this  Agreement.  No provision of this  Agreement  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 Agreement
shall  be  effective  until  approved  by  vote  of a  majority  of the  Series'
outstanding voting securities.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of this __ day of ______, 2006.

THE UBS FUNDS                                         THE UBS FUNDS


By:                                                   By:
       Name:                                                 Name:
       Title:                                                Title:


UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.           UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.


By:                                                   By:
       Name:                                                 Name:
       Title:                                                Title: