THE UBS FUNDS

               Supplement to Prospectus dated September 30, 2002
                           (as revised July 2, 2003)

                                                              September 11, 2003

Dear Investor,

    The purpose of this supplement is to advise you that, effective September
30, 2003, the 1.00% maximum front-end sales charge imposed on purchases of
Class C shares of The UBS Funds will be eliminated, to update the prospectus
with respect to involuntary redemptions, and to advise you of recent tax law
changes.

    Therefore, the line item "Maximum Front-End Sales Charge (Load) Imposed on
Purchases (as a % of offering price)" for Class C shares in the "Expenses and
Fee Tables" section, under the heading "Shareholder Transaction Expenses (fees
paid directly from your investment)," is revised from "1.00%" to "None" for
each Fund.

    In the "Managing Your Fund Account" section under the heading "Class C
Shares," the following language is deleted:

    Class C shares have a front-end sales charge that is included in the
    offering price of the Class C shares, as described in the following
    table. This sales charge is paid at the time of the purchase and is not
    invested in a Fund.



                                                     REALLOWANCE TO
     SALES CHARGE AS A PERCENTAGE OF:               SELECTED DEALERS
   OFFERING                NET AMOUNT               AS PERCENTAGE OF
    PRICE                   INVESTED                 OFFERING PRICE
- --------------         -------------------         ------------------
                                             
   1.00  %                    1.01%                       1.00%


    In the "Managing Your Fund Account" section under the heading "Class C
Front-end Sales Charge Waivers," the following language is deleted:

    Front-end sales charges will be waived if you buy Class C shares
    through a UBS PaineWebber Financial Advisor who was formerly employed
    as an investment executive with a competing brokerage firm, and

    - you were the Financial Advisor's client at the competing brokerage firm

    - within 90 days of buying shares in the Fund, you sell shares of one or
      more mutual funds that were principally underwritten by the competing
      brokerage firm or its affiliates, and you either paid a sales charge to
      buy those shares, pay a contingent deferred sales charge when selling
      them or held those shares until the contingent deferred sales charge was
      waived; and

    - you purchase an amount that does not exceed the total amount of money you
      received from the sale of the other mutual fund.

With respect to involuntary redemptions, the following language supplements the
sub-section on "Selling Shares" on page 78 of the prospectus:

    To help the government fight the funding of terrorism and money
    laundering activities, federal law requires all financial institutions
    to obtain, verify and

    record information that identifies each person who opens an account. If
    you do not provide the information requested, a Fund may not be able to
    maintain your account. If a Fund is unable to verify your identity or
    that of another person(s) authorized to act on your behalf, the Fund
    and UBS Global Asset Management reserve the right to close your account
    and/or take such other action they deem reasonable or required by law.
    Fund shares will be redeemed and valued in accordance with the net
    asset value next calculated after the determination has been made to
    close the account.

With respect to the section on Dividends and Taxes on page 83 of the prospectus,
under the heading "Taxes," the following language should be added to the first
paragraph after the fourth sentence:

    A portion of income dividends designated by certain Funds may be
    qualified dividend income eligible for taxation by individual
    shareholders at long-term capital gain rates.

                                                                 Item No. ZS-210

                                       2

                                 THE UBS FUNDS

   Supplement to Statement of Additional Information dated September 30, 2002
                      (as revised as of December 6, 2002)

                                                              September 11, 2003

Dear Investor,

    The purpose of this supplement is to advise you that, effective September
30, 2003, the 1.00% maximum front-end sales charge imposed on purchases of
Class C shares of The UBS Funds will be eliminated and to advise you of recent
tax law changes.

    Therefore, in the section entitled "REDUCED SALES CHARGES, ADDITIONAL
EXCHANGE AND REDEMPTION INFORMATION AND OTHER SERVICES" beginning on page 75 of
the Statement of Additional Information ("SAI") under the heading "Automatic
Cash Withdrawal Plan-Class A, Class B and Class C," beginning on page 77 of the
SAI, the second sentence in the third paragraph is replaced in its entirety by
the following:

            Purchases of additional shares of a Fund concurrent with
            withdrawals are ordinarily disadvantageous to
            shareholders because of tax liabilities and for
            Class A shares, initial sales charges.

    With respect to the "TAXATION" section beginning on page 79 of the SAI, the
following text replaces that section in its entirety:

    ADDITIONAL INFORMATION ON DISTRIBUTIONS AND TAXES

DISTRIBUTIONS

DISTRIBUTIONS OF NET INVESTMENT INCOME.  Each Fund receives income generally in
the form of dividends and interest on its investments. This income, less
expenses incurred in the operation of a Fund, constitutes a Fund's net
investment income from which income dividends may be paid to you. If you are a
taxable investor, any income dividends a Fund pays are taxable to you as
ordinary income, EXCEPT THAT, a portion of the income dividends designated by
certain Funds will be qualified dividend income eligible for taxation by
individual shareholders at long-term capital gain rates.

CAPITAL GAIN DISTRIBUTIONS.  A Fund may realize capital gains and losses on the
sale or other disposition of its portfolio securities. Distributions from net
short-term capital gains are taxable to you as ordinary income. Distributions
from net long-term capital gains are taxable to you as long-term capital gains,
regardless of how long you have owned your shares in the Fund. Any net capital
gains realized by a Fund generally are distributed once each year, and may be
distributed more frequently, if necessary, to reduce or eliminate excise or
income taxes on a Fund.

INVESTMENTS IN FOREIGN SECURITIES

PASS-THROUGH OF FOREIGN TAX CREDITS.  A Fund may be subject to foreign
withholding taxes on income from certain foreign securities. This, in turn,
could reduce a Fund's income dividends paid to you. If more than 50% of a
Fund's total assets at the end of a fiscal year is invested in foreign
securities, the Fund may elect to pass through to you your pro rata share of
foreign taxes paid by the Fund. If this election is made, the Fund may report
more taxable income to you than it actually distributes. You will then be
entitled either to deduct your share of these taxes in computing your taxable
income, or to claim a foreign tax credit for these taxes against your U.S.
federal income tax (subject to limitations for certain shareholders). A Fund
will provide you with the information necessary to complete your personal
income tax return if it makes this election.

EFFECT OF FOREIGN DEBT INVESTMENTS AND HEDGING ON DISTRIBUTIONS.  Most foreign
exchange gains realized on the sale of debt securities are treated as ordinary
income by a Fund. Similarly, foreign exchange losses realized on the sale of
debt securities generally are treated as ordinary losses. These gains, when
distributed, are taxable to you as ordinary income, and any losses reduce a
Fund's ordinary income otherwise available for distribution to you. This
treatment could increase or decrease a Fund's ordinary income distributions to
you, and may cause some or all of the Fund's previously distributed income to
be classified as a return of capital. A return of capital generally is not
taxable to you, but reduces the tax basis of your shares in the Fund. Any
return of capital in excess of your basis, however, is taxable as a capital
gain.

PFIC SECURITIES.  A Fund may invest in securities of foreign entities that
could be deemed for tax purposes to be passive foreign investment companies
(PFICs). When investing in PFIC securities, a Fund may mark-to-market these
securities and recognize any gains at the end of its fiscal and excise
(described below) tax years. Deductions for losses are allowable only to the
extent of any current or previously recognized gains. These gains (reduced by
allowable losses) are treated as ordinary income that the Fund is required to
distribute, even though it has not sold the securities. These dividends will
not qualify for the reduced rate of taxation on qualified dividends when
distributed to you by the Fund.

INFORMATION ON THE AMOUNT AND TAX CHARACTER OF DISTRIBUTIONS.  Each Fund will
inform you of the amount of your income dividends and capital gain
distributions at the time they are paid, and will advise you of their tax
status for federal income tax purposes shortly after the close of each calendar
year. If you have not owned your Fund shares for a full year, the Fund may
designate and distribute to you, as ordinary income, qualified dividends or
capital gains, a percentage of income that may not be equal to the actual
amount of each type of income earned during the period of your investment in
the Fund. Distributions declared in December but paid in January are taxable to
you as if paid in December.

ELECTION TO BE TAXED AS A REGULATED INVESTMENT COMPANY.  Each Fund has elected
and qualified, or intends to elect and qualify, to be treated as a regulated
investment company under Subchapter M of the Code. Each Fund that has been in
existence for more than one year has qualified as a regulated investment
company for its most recent fiscal year, and intends to continue to qualify
during the current fiscal year. As a regulated investment company, a Fund
generally will pay no federal income tax on the income and gains it distributes
to you. The Board reserves the right not to elect or maintain regulated
investment company status for a Fund if the Board determines this

course of action to be beneficial to shareholders. In that case, the Fund would
be subject to federal, and possibly state, corporate taxes on its taxable
income and gains, and distributions to you would be taxed as dividend income to
the extent of the Fund's earnings and profits.

EXCISE TAX DISTRIBUTION REQUIREMENTS.  To avoid federal excise taxes, the Code
requires a Fund to distribute to you by December 31 of each year, at a minimum,
the following amounts:

    - 98% of its taxable ordinary income earned during the calendar year;

    - 98% of its capital gain net income earned during the twelve month period
      ending October 31; and

    - 100% of any undistributed amounts of these categories of income or gain
      from the prior year.

    Each Fund intends to declare and pay these distributions in December (or to
pay them in January, in which case you must treat them as received in
December), but can give no assurances that its distributions will be sufficient
to eliminate all taxes.

REDEMPTION OF SHARES

REDEMPTIONS.  Redemptions (including redemptions in kind) and exchanges of Fund
shares are taxable transactions for federal and state income tax purposes. If
you redeem your Fund shares, or exchange them for shares of a different Family
Fund, the Internal Revenue Service requires you to report any gain or loss on
your redemption or exchange. If you hold your shares as a capital asset, any
gain or loss that you realize is a capital gain or loss and is long-term or
short-term, generally depending on how long you have owned your shares.

REDEMPTIONS AT A LOSS WITHIN SIX MONTHS OF PURCHASE.  Any loss incurred on the
redemption or exchange of shares held for six months or less is treated as a
long-term capital loss to the extent of any long-term capital gains distributed
to you by the Fund on those shares.

SPECIAL RULE FOR CLASS A SHAREHOLDERS.  A special tax rule applies when a
shareholder sells or exchanges Class A shares of a Fund within 90 days of
purchase and subsequently acquires Class A shares of the Fund or another Family
Fund without paying a sales charge due to the 365-day reinstatement privilege
or the exchange privilege. In these cases, any gain on the sale or exchange of
the original Class A shares would be increased, or any loss would be decreased,
by the amount of the sales charge paid when those shares were bought, and that
amount would increase the basis in the Fund or Family Fund shares subsequently
acquired.

WASH SALES.  All or a portion of any loss that you realize on the redemption of
your Fund shares is disallowed to the extent that you buy other shares in the
Fund (through reinvestment of dividends or otherwise) within 30 days before or
after your share redemption. Any loss disallowed under these rules is added to
your tax basis in the new shares.

U.S. GOVERNMENT SECURITIES.  The income earned on certain U.S. government
securities is exempt from state and local personal income taxes if earned
directly by you. States also grant tax-free status to mutual fund dividends
paid to you from interest

earned on these securities, subject in some states to minimum investment or
reporting requirements that must be met by a Fund. The income on Fund
investments in certain securities, such as repurchase agreements, commercial
paper and federal agency-backed obligations (e.g., Government National Mortgage
Association (GNMA) or Fannie Mae securities), generally does not qualify for
tax-free treatment. The rules on exclusion of this income are different for
corporations.

QUALIFIED DIVIDEND INCOME FOR INDIVIDUALS.  For individual shareholders, it is
anticipated that a portion of the income dividends paid by certain Funds will
be qualified dividend income eligible for taxation at long-term capital gain
rates. This reduced rate of taxation generally is available for dividends paid
by the Fund out of income earned on its investment in:

    - domestic corporations,

    - qualified foreign corporations, including:

       - corporations incorporated in a possession of the U.S.,

       - corporations eligible for income tax treaty benefits with the U.S.
         under treaties determined by the Treasury Department to be qualified,
         and

       - corporations whose stock is traded on domestic securities exchange.

Treatment of income dividends as qualified dividend income is only available
with respect to income dividends designated by the fund as qualifying for this
treatment. If 95% or more of the Fund's income is from qualified sources, it
will be allowed to designate 100% of the Fund's distributions as qualified
dividend income.

DIVIDENDS-RECEIVED DEDUCTION FOR CORPORATIONS.  For corporate shareholders, it
is anticipated that a portion of the dividends paid by certain Funds will
qualify for the dividends-received deduction. You may be allowed to deduct these
qualified dividends, thereby reducing the tax that you would otherwise be
required to pay. The dividends-received deduction is available only with
respect to dividends designated by a Fund as qualifying for this treatment.
Qualifying dividends generally are limited to dividends of domestic
corporations. All dividends (including the deducted portion) are included in
your calculation of alternative minimum taxable income.

INVESTMENT IN COMPLEX SECURITIES.  A Fund may invest in complex securities that
could require it to adjust the amount, timing and/or tax character (ordinary or
capital) of gains and losses it recognizes on these investments. This, in turn,
could affect the amount, timing and/or tax character of income distributed to
you. For example:

DERIVATIVES.  If a Fund is permitted to invest in certain options, futures,
forwards or foreign currency contracts, it could be required to mark-to-market
these contracts and realize any unrealized gains and losses at its fiscal year
end even though it continues to hold the contracts. Under these rules, gains or
losses on the contracts generally would be treated as 60% long-term and 40%
short-term gains or losses, but gains or losses on certain foreign currency
contracts would be treated as ordinary income or losses. In determining its net
income for excise tax purposes, the Fund also would be required to
mark-to-market these contracts annually as of October 31 (for capital gain net
income) and December 31 (for taxable ordinary income), and to realize and
distribute any resulting income and gains.

CONSTRUCTIVE SALES.  A Fund's entry into a short sale transaction or an option
or other contract could be treated as the "constructive sale" of an
"appreciated financial position," causing it to realize gain, but not loss, on
the position.

TAX STRADDLES.  A Fund's investment in options, futures, forwards, or foreign
currency contracts in connection with certain hedging transactions could cause
it to hold offsetting positions in securities. If a Fund's risk of loss with
respect to specific securities in its portfolio is substantially diminished by
the fact that it holds other securities, the Fund could be deemed to have
entered into a tax "straddle" or to hold a "successor position" that would
require any loss realized by it to be deferred for tax purposes. Under proposed
regulations issued by the Internal Revenue Service, securities acquired as part
of a "hedging transaction" may not be treated as a capital asset, and any gain
or loss on the sale of these securities would be treated as ordinary income
(rather than capital gain) or loss. These regulations, if ultimately adopted
and deemed applicable to a Fund, could apply to any offsetting positions
entered into by the Fund to reduce its risk of loss.

SECURITIES PURCHASED AT DISCOUNT.  A Fund may invest in securities issued or
purchased at a discount, such as zero coupon, step-up or payment-in-kind (PIK)
bonds, that could require it to accrue and distribute income not yet received.
If it invests in these securities, the Fund could be required to sell
securities in its portfolio that it otherwise might have continued to hold in
order to generate sufficient cash to make these distributions.

                                                                 Item No. ZS-211