THE UBS FUNDS

                 Supplement to Prospectus dated October 28, 2003


                                                          January 14, 2004

Dear Investor,

     The following supplements information contained in the Prospectus section
titled "Managing Your Fund Account":

     THE FIRST SENTENCE UNDER THE SUB-HEADING "CLASS Y SHARES" IS DELETED AND
REPLACED BY THE FOLLOWING:

     Shareholders pay no front-end sales charges on Class Y shares.  However,
     as principal underwriter of the Funds, UBS Global AM makes ongoing payments
     out of its own resources, in an amount up to 25% of the net management fee,
     to affiliated and unaffiliated dealers that sell Class Y shares of the
     Funds. The net management fee is the contractual management fee less any
     management fee waivers.

     THE LAST PARAGRAPH OF THE SUB-SECTION TITLED "THROUGH FINANCIAL
INSTITUTIONS/PROFESSIONALS" IS DELETED AND REPLACED BY THE FOLLOWING:

ADDITIONAL COMPENSATION TO AFFILIATED DEALER

     UBS Global AM pays its affiliate, UBS Financial Services Inc., the
following additional compensation in connection with the sale of Fund shares:

        - 0.05% of the value (at the time of sale) of all shares of a Fund
          sold through UBS Financial Services Inc.

        -  a monthly retention fee at the annual rate of 0.10% of the value
           of shares of a Fund that are held in a UBS Financial Services Inc.
           account at month-end.

     The foregoing payments are made by UBS Global AM out of its own
resources.

                                                               Item No. ZS-237


                                  THE UBS FUNDS

                Supplement to Statement of Additional Information
                             dated October 28, 2003


                                                                January 14, 2004


Dear Investor,

     The section titled "REDUCED SALES CHARGES, ADDITIONAL PURCHASE, EXCHANGE
AND REDEMPTION INFORMATION AND OTHER SERVICES - SALES BY AFFILIATES" in the
Statement of Additional Information is hereby removed in its entirety.


                                                                Item No. ZS-238