N-14AE

                                                               File No.


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-14
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   X
                                                                     ---
                           Pre-Effective Amendment No.
                          Post-Effective Amendment No.
                        (Check appropriate box or boxes)

                                  The UBS Funds
               (Exact Name of Registrant as Specified in Charter)

                                 (312) 222-7100
                        (Area Code and Telephone Number)

                             One North Wacker Drive
                             Chicago, Illinois 60606
                     (Address of Principal Executive Offices
                     Number, Street, City, State, Zip Code)

                            Amy R. Doberman, Esquire
                               51 West 52nd Street
                          New York, New York 10019-6114
                     (Name and Address of Agent for Service,
                     Number, Street, City, State, Zip Code)

                                   Copies to:

                             Bruce G. Leto, Esquire
                     Stradley, Ronon, Stevens and Young, LLP
                            2600 One Commerce Square
                             Philadelphia, PA 19103

            Approximate Date of Proposed Public Offering: As soon as
         practicable after this Registration Statement becomes effective
                  under the Securities Act of 1933, as amended.



Title of the securities  being  registered:  Shares of Beneficial  Interest--Par
Value of $0.001 per share. No filing fee is due because Registrant is relying on
Section 24(f) of the Investment Company Act of 1940, as amended.

It is  proposed  that this filing will  become  effective  on January 19,  2003,
pursuant to Rule 488 under the Securities Act of 1933, as amended.

The UBS Funds has executed this Registration Statement.


                                UBS Strategy Fund
                   (a series of UBS Managed Investments Trust)

Dear Shareholder:

     Enclosed is a Notice of a Special Meeting of  Shareholders  (the "Meeting")
of the UBS Strategy Fund (the "Strategy Fund"), which is a series of UBS Managed
Investments  Trust. The Meeting has been called for March 19, 2003 at 10:00 a.m.
Eastern time, at 51 West 52nd Street, 16th Floor, New York, New York 10019-6114.
The accompanying Prospectus/Proxy Statement describes a proposal being presented
for your  consideration  and  requests  your prompt  attention  and vote via the
enclosed proxy card or by telephone or via the Internet.

                   Please take a moment to fill out, sign and
                         return the enclosed Proxy Card!

     The Meeting is  extremely  important.  You are being asked to consider  and
approve an Agreement and Plan of Reorganization  (the "Agreement and Plan") that
would result in your shares of the Strategy  Fund being  exchanged for shares of
the UBS Global  Equity  Fund (the  "Global  Equity  Fund"),  a series of The UBS
Funds. If the  shareholders of the Strategy Fund approve the Agreement and Plan,
the Global Equity Fund will acquire substantially all of the assets,  subject to
the liabilities, of the Strategy Fund, and you will receive shares of the Global
Equity Fund equal in value to your  shares of the  Strategy  Fund.  You would no
longer be a  shareholder  of the  Strategy  Fund,  and  instead,  you would be a
shareholder  of the Global  Equity Fund.  You are not expected to recognize  any
gain or loss for federal income tax purposes as a result of the exchange of your
shares of the Strategy Fund for shares of the Global Equity Fund.

The Global Equity Fund has an investment  objective and investment policies that
are similar to those of the Strategy Fund, as described in the  Prospectus/Proxy
Statement.  The Global  Equity Fund,  like the Strategy  Fund,  is advised by an
asset  management  subsidiary of UBS AG. The  transaction  being  proposed would
eliminate   similar   investment   products  managed  by  members  of  the  same
organization. By merging the Strategy Fund into the Global Equity Fund, Strategy
Fund  shareholders  will have the  opportunity to benefit from the Global Equity
Fund's  actively  managed,  global  equity  investment  strategy.  Strategy Fund
shareholders  should also benefit from the Global Equity Fund's well diversified
investment  portfolio and more flexible investment  mandate.  The combination of
the two funds  will  create a larger  fund with a larger  asset  base  providing
certain  economies  of scale,  which will  benefit  shareholders  as well as the
Fund's investment advisor.

     Please take the time to review the entire  Prospectus/Proxy  Statement  and
vote now!  Whether or not you plan to attend the ---  Meeting,  please vote your
shares by mail,  by telephone or via the  Internet.  If you determine at a later
date that you wish to attend the Meeting,  you may revoke your proxy and vote in
person.

             Thank you for your prompt attention and participation.

                                                          Very truly yours,



                                                          Brian M. Storms
                                                          President



                                UBS STRATEGY FUND
                   (a series of UBS Managed Investments Trust)

                               51 West 52nd Street
                             New York, NY 10019-6114

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                          To be held on March 19, 2003

To the Shareholders:

     NOTICE  IS  HEREBY  GIVEN  that a  Special  Meeting  of  Shareholders  (the
"Meeting") of UBS Strategy Fund (the "Strategy  Fund"),  a series of UBS Managed
Investments  Trust  (the  "Managed  Trust"),  has been  called  by the  Board of
Trustees  of the  Managed  Trust and will be held at 51 West 52nd  Street,  16th
Floor,  New York, New York  10019-6114,  on March 19, 2003 at 10:00 a.m. Eastern
time. The Meeting is being called for the following purposes:

     1.   To vote on an Agreement and Plan of Reorganization between the Managed
          Trust, on behalf of the Strategy Fund, and The UBS Funds, on behalf of
          the UBS Global Equity Fund (the "Global Equity  Fund"),  that provides
          for: (i) the acquisition of substantially  all of the assets,  subject
          to the liabilities, of the Strategy Fund in exchange for shares of the
          Global Equity Fund;  (ii) the pro rata  distribution  of shares of the
          Global Equity Fund to the shareholders of the Strategy Fund; and (iii)
          the liquidation and dissolution of the Strategy Fund.

     2.   To  transact  such other  business  as may  properly  come  before the
          Meeting or any adjournment thereof.

     The transaction contemplated by the Agreement and Plan of Reorganization is
described in the attached Prospectus/Proxy  Statement. A copy of the form of the
Agreement  and  Plan  of   Reorganization  is  attached  as  Exhibit  A  to  the
Prospectus/Proxy Statement.

     Shareholders  of record of the Strategy Fund as of the close of business on
January 3, 2003 are  entitled  to notice of, and to vote at, the  Meeting or any
adjournment thereof.  Whether or not you plan to attend the Meeting, please vote
your shares by  returning  the proxy card by mail in the  enclosed  postage-paid
envelope or by voting by telephone or via the Internet. Your vote is important.

                                              By Order of the Board of Trustees,



                                              Amy R. Doberman
                                              Secretary
_________ __, 2003


To secure the largest possible representation and to save the expense of further
mailings,  please mark your proxy card,  sign it, and return it in the  enclosed
envelope,  which  requires  no postage if mailed in the  United  States.  If you
prefer,  you may instead vote by telephone or via the  Internet.  You may revoke
your proxy at any time at or before the  Meeting or vote in person if you attend
the Meeting.




                           PROSPECTUS/PROXY STATEMENT

                                January 19, 2003

                          Acquisition of the Assets of
                                UBS STRATEGY FUND
                   (a series of UBS Managed Investments Trust)
                               51 West 52nd Street
                          New York, New York 10019-6114
                                 (800) 647-1568

                        By and in exchange for shares of
                             UBS GLOBAL EQUITY FUND
                           (a series of The UBS Funds)
                             One North Wacker Drive
                             Chicago, Illinois 60606
                                 (800) 647-1568


     This  Prospectus/Proxy  Statement solicits proxies to be voted at a Special
Meeting of  Shareholders  (the  "Meeting") of UBS Strategy  Fund (the  "Strategy
Fund"),  a series of UBS Managed  Investments  Trust (the "Managed  Trust"),  to
approve or disapprove an Agreement and Plan of  Reorganization  (the  "Agreement
and Plan").

     The Meeting will be held at 51 West 52nd Street,  16th Floor, New York, New
York  10019-6114,  on March 19, 2003 at 10:00 a.m.  Eastern  time.  The Board of
Trustees of the Managed  Trust,  on behalf of the Strategy  Fund,  is soliciting
these  proxies.   This   Prospectus/Proxy   Statement  will  first  be  sent  to
shareholders on or about _________ __, 2003.

     If  shareholders  of the Strategy  Fund vote to approve the  Agreement  and
Plan,  substantially  all of the  assets,  subject  to the  liabilities,  of the
Strategy Fund will be acquired by the UBS Global Equity Fund (the "Global Equity
Fund"),  a series of The UBS Funds (the "Trust"),  in exchange for shares of the
Global  Equity Fund.  Shareholders  of each class of the Strategy Fund (Class A,
Class B, Class C and Class Y) will receive shares of the equivalent class of the
Global  Equity  Fund  (Class A,  Class B,  Class C or Class Y) equal in value to
their  investment  in  the  Strategy  Fund.  The  Strategy  Fund  will  then  be
liquidated.

     The Global Equity Fund's investment  objective is to seek to maximize total
return,  consisting of capital  appreciation  and current  income.  The Strategy
Fund's investment objective is to seek long-term capital appreciation.

     This  Prospectus/Proxy  Statement  gives the  information  about the Global
Equity Fund shares that you should know before  investing.  You should retain it
for future reference. A Statement of Additional  Information,  dated January 19,
2003,  relating to this  Prospectus/Proxy  Statement,  contains more information
about the Global Equity Fund, the Strategy Fund and the proposed reorganization.
The Statement of Additional  Information  has been filed with the Securities and
Exchange  Commission  ("SEC") and is incorporated  herein by reference.  You can
request  a free copy of the  Statement  of  Additional  Information  by  calling
1-800-647-1568,  or by writing to the Global Equity Fund at 51 West 52nd Street,
New York, New York 10019-6114.

     The following documents, which are intended to provide you with information
about the Global Equity Fund, accompany this
Prospectus/Proxy Statement:

          o    Prospectus  of the Global Equity Fund,  dated  September 30, 2002
               (the "Global Equity Fund Prospectus")

          o    Annual Report to  Shareholders  of the Global Equity Fund for the
               fiscal year ended June 30, 2002 (the  "Global  Equity Fund Annual
               Report")

     The Global Equity Fund  Prospectus and Global Equity Fund Annual Report are
incorporated  herein by reference,  which means they are legally considered part
of this Prospectus/Proxy Statement.

     Documents  providing  information  about the Strategy  Fund have been filed
with the SEC and are  listed  below.  You can  request a free copy of any of the
documents listed below by calling 1-800-647-1568,  or by writing to the Strategy
Fund at 51 West 52nd Street, New York, New York 10019-6114:

          o    Prospectus  of the  Strategy  Fund,  dated  November  5, 2001 (as
               revised  April 8,  2002)  and as  supplemented  through  the date
               hereof (the "Strategy Fund Prospectus")

          o    Statement of Additional  Information of the Strategy Fund,  dated
               November 5, 2001 and as supplemented through the date hereof (the
               "Strategy Fund SAI")

          o    Annual Report to Shareholders of the Strategy Fund for the fiscal
               year ended September 30, 2002 (the "Strategy Fund Annual Report")

     Each of the documents  listed above is  incorporated by reference into this
Prospectus/Proxy Statement.

     Like all  mutual  funds,  the SEC has not  approved  or  disapproved  these
securities or passed upon the adequacy of this Prospectus/Proxy  Statement.  Any
representation to the contrary is a criminal offense.

     Mutual fund shares are not deposits or  obligations  of, or  guaranteed  or
endorsed  by, any bank,  and are not  insured by the Federal  Deposit  Insurance
Corporation,  the Federal  Reserve Board, or any other U.S.  government  agency.
Mutual fund shares  involve  investment  risks,  including  the possible loss of
principal.




                                TABLE OF CONTENTS

                                                                                 Page
                                                                                 ----

Cover Pages                                                                      Cover
SUMMARY
         What is the purpose of the proposal?
         How will the shareholder voting be handled?
         What are the general tax consequences of the Transaction?
Comparisons of Some Important Features
         How do the investment objectives and policies of the Funds compare?
         What are the risks of an investment in the Funds?
         Who manages the Funds?
         What are the fees and expenses of each Fund
              and what might they be after the Transaction?
         Where can I find more financial information about the Funds?
         What are other key features of the Funds?
                  Administrative, Transfer Agency, Accounting and Custody
                  Services
                  Distribution Services and Rule 12b-1 Plans
                  Purchase, Exchange and Redemption Procedures
                  Dividends, Distributions and Taxes
REASONS FOR THE TRANSACTION
INFORMATION ABOUT THE TRANSACTION
         How will the Transaction be carried out?
         Who will pay the expenses of the Transaction?
         What are the tax consequences of the Transaction?
         What should I know about Global Equity Fund Shares?
         How do shareholders rights and obligations of the Funds compare?
         What are the assets of the Funds
              and what might the capitalization be after the Transaction?
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
         Are there any significant differences between
              the investment objectives and policies of the Funds?
         What are the risk factors associated with investments in the Funds?
         How do the investment restrictions of the Funds differ?
VOTING INFORMATION
         How many votes are necessary to approve the Agreement and Plan?
         How do I ensure my vote is accurately recorded?
         Can I revoke my proxy?
         What other matters will be voted upon at the Meeting?
         Who is entitled to vote?
         What other solicitations will be made?
INFORMATION ABOUT THE GLOBAL EQUITY FUND
INFORMATION ABOUT THE STRATEGY FUND
INFORMATION ABOUT EACH FUND
PRINCIPAL HOLDERS OF SHARES



                                     SUMMARY

     This  is  only  a  summary  of  certain   information   contained  in  this
Prospectus/Proxy Statement. You should read the more complete information in the
rest of this  Prospectus/Proxy  Statement,  including  the  Agreement  and  Plan
(attached as Exhibit A), the Global Equity Fund Prospectus  (included as Exhibit
B) and the Global Equity Fund Annual Report (included as Exhibit C).

What is the purpose of the proposal?

     The Board of Trustees of the Managed  Trust has approved the  Agreement and
Plan for the Strategy Fund and recommends that shareholders of the Strategy Fund
vote to approve the  Agreement and Plan.  If  shareholders  of the Strategy Fund
approve the Agreement and Plan,  substantially all of the Strategy Fund's assets
(subject to its  liabilities)  will be transferred to the Global Equity Fund, in
exchange for an equal value of shares of the Global Equity Fund. These shares of
the  Global  Equity  Fund  will  then  be  distributed  to the  Strategy  Fund's
shareholders.  As illustrated in the following chart, shareholders of each class
of the Strategy Fund will receive shares of the  equivalent  class of the Global
Equity Fund equal in value to their investment in the Strategy Fund:

=========================================== =======================================================
        Shareholders who own:                                   Will receive:
=========================================== =======================================================
=========================================== =======================================================
 Class A shares of the Strategy Fund          Class A shares of the Global Equity Fund ("Global
  ("Strategy Fund Class A Shares")                       Equity Fund Class A Shares")
=========================================== =======================================================
=========================================== =======================================================
 Class B shares of the Strategy Fund          Class B shares of the Global Equity Fund ("Global
  ("Strategy Fund Class B Shares")                       Equity Fund Class B Shares")
=========================================== =======================================================
=========================================== =======================================================
 Class C shares of the Strategy Fund          Class C shares of the Global Equity Fund ("Global
  ("Strategy Fund Class C Shares")                       Equity Fund Class C Shares")
=========================================== =======================================================
=========================================== =======================================================
 Class Y shares of the Strategy Fund          Class Y shares of the Global Equity Fund ("Global
  ("Strategy Fund Class Y Shares")                       Equity Fund Class Y Shares")
=========================================== =======================================================

The  Strategy  Fund  will  then  be  liquidated.  As a  result  of the  proposed
transaction,  which is referred  to in this  Prospectus/Proxy  Statement  as the
"Transaction,"  you will cease to be a shareholder  of the Strategy Fund and you
will become a shareholder  of the Global Equity Fund.  This  exchange,  which is
intended to be a tax-free  reorganization for federal income tax purposes,  will
occur on a date agreed to between the Managed Trust and the Trust.

     The Global Equity Fund is a series of the Trust, an investment company that
is advised by UBS Global Asset Management (Americas) Inc. The Global Equity Fund
has an investment  objective and  investment  polices that are similar,  but not
identical, to those of the Strategy Fund. UBS Global Asset Management (Americas)
Inc.,  the  investment  advisor for the Global Equity Fund, and UBS Global Asset
Management  (US) Inc.,  the  investment  advisor for the Strategy Fund, are both
indirect, wholly owned subsidiaries of UBS AG.

     For the reasons set forth below under  "Reasons for the  Transaction,"  the
Board of Trustees of the Managed Trust (the "Managed Trust Trustees" or "Managed
Trust Board") has concluded that the Transaction is in the best interests of the
shareholders  of the Strategy  Fund.  The Managed Trust  Trustees also concluded
that no dilution in value would result to the  shareholders of the Strategy Fund
as a result of the Transaction.

                       THE MANAGED TRUST BOARD RECOMMENDS
                THAT YOU VOTE TO APPROVE THE AGREEMENT AND PLAN.

How will the shareholder voting be handled?

     Shareholders  of the Strategy  Fund who own shares at the close of business
on January 3, 2003 (the "Record  Date") will be entitled to vote at the Meeting,
and will be entitled to one vote for each full share and a  fractional  vote for
each  fractional  share that they hold.  To approve  the  reorganization  of the
Strategy  Fund into the Global  Equity Fund,  a majority  (as defined  under the
Investment  Company Act of 1940, as amended (the "1940 Act")) of the outstanding
voting  shares of the Strategy  Fund must be voted in favor of the Agreement and
Plan.

     Please  vote  by  proxy  as  soon  as  you  receive  this  Prospectus/Proxy
Statement.  You may cast your vote by completing  and signing the enclosed proxy
card or by telephone or via the  Internet.  If you return your signed proxy card
or vote by telephone or via the Internet,  your votes will be officially cast at
the Meeting by the persons  appointed  as proxies.  You can revoke your proxy or
change  your  voting  instructions  at any time  until  the vote is taken at the
Meeting. For more details about shareholder voting, see the "Voting Information"
section of this Prospectus/Proxy Statement.

What are the general tax consequences of the Transaction?

     It is expected  that  shareholders  of the Strategy Fund will not recognize
any gain or loss for federal  income tax purposes as a result of the exchange of
their shares for shares of the Global Equity Fund. You should, however,  consult
your tax advisor  regarding the effect of the  Transaction,  if any, in light of
your  individual  circumstances.  You should also consult your tax advisor about
state  and  local tax  consequences  of the  Transaction,  if any,  because  the
information about tax consequences in this Prospectus/Proxy Statement relates to
the federal income tax consequences only. For further  information about the tax
consequences of the Transaction,  see "Information  About the Transaction - What
are the tax consequences of the Transaction?"

COMPARISONS OF SOME IMPORTANT FEATURES

How do the investment objectives and policies of the Funds compare?

     The Strategy Fund and Global Equity Fund each operate as a diversified fund
under  the  1940  Act.  The  Strategy  Fund  and the  Global  Equity  Fund  have
substantially  similar,  but not identical,  investment  objectives.  The Global
Equity Fund seeks to maximize total return,  consisting of capital  appreciation
and current income. The Strategy Fund seeks long-term capital appreciation.  The
investment  objectives  of the Funds differ to the extent that the Strategy Fund
solely  pursues  capital  appreciation,  whereas  the Global  Equity  Fund seeks
current income, along with capital appreciation, in order to maximize the Fund's
total  return.  Each  Fund's  investment  objective  cannot be  changed  without
shareholder approval.

     Each Fund seeks to achieve its  objective by investing its assets in equity
securities issued by U.S. and foreign companies. Under normal circumstances, the
Global Equity Fund invests at least 80% of its net assets (plus  borrowings  for
investment  purposes,  if any) in  equity  securities.  The  Strategy  Fund also
invests  at least 80% of its assets in equity  securities  and has  focused  its
investments on typically large  companies.  In contrast,  the Global Equity Fund
may invest in the equity  securities of U.S. and foreign  companies of any size.
In addition,  while both Funds may invest in foreign companies,  only the Global
Equity  Fund  has an  investment  policy  that  permits  the Fund to  invest  in
companies in emerging market countries.

     There are,  however,  significant  differences in the strategy by which the
investment  advisor  to each Fund  seeks to achieve  its  respective  investment
objective.  The  investment  advisor for the  Strategy  Fund uses a more passive
investment  style to manage the assets of the Strategy  Fund, as compared to the
investment  strategy used by the investment  advisor for the Global Equity Fund.
As required by the Strategy  Fund  Prospectus,  the  investment  advisor for the
Strategy Fund can only purchase the stocks included on the Global 50 Highlighted
Stocks  list,  a fifty  stock list of large  capitalization  stocks of U.S.  and
foreign companies compiled by UBS Warburg Global Investment Strategy Group ("UBS
Warburg"),  in accordance with the percentage allocations assigned to each stock
on the list. In contrast,  the investment advisor for the Global Equity Fund has
far more flexibility and employs an active,  value-style  investment strategy to
select  securities  for the Fund's  portfolio by  performing  detailed  country,
industry  and  company  analysis  for each  security,  including  visits  to the
company, its competitors and suppliers. Also, while the Strategy Fund limits its
investments  to the  stocks  of the  50  companies  included  on the  Global  50
Highlighted  Stocks list,  the Global Equity Fund  maintains a more  diversified
portfolio by investing in a larger number of issuers.

     For further information about the investment objectives and policies of the
Funds, see "Comparison of Investment Objectives and Policies."

What are the risks of an investment in the Funds?

     As with most investments,  an investment in the Strategy Fund or the Global
Equity Fund involves risks.  There can be no guarantee  against losses resulting
from an  investment in either Fund,  nor can there be any assurance  that a Fund
will achieve its investment  objective.  The risks associated with an investment
in each Fund are  substantially  similar and include those risks associated with
fluctuations  in the  securities  markets,  foreign  investing  and  engaging in
derivative  transactions.  To the extent the  Global  Equity  Fund may invest in
securities of small and medium size  companies,  it will be subject to the risks
associated with investments in companies with smaller capitalizations. Also, the
Global  Equity Fund will be subject to the risks of  investing  in  companies in
emerging market  countries in connection  with its emerging market  investments.
The  Strategy  Fund  is  subject  to the  risks  associated  with  focusing  its
investments  in the stocks of a  relatively  small  number of issuers and market
sectors.

     For further  information  about the risks of  investing  in the Funds,  see
"Comparison of Investment Objectives and Policies."

Who manages the Funds?

     The management of the business and affairs of the Global Equity Fund is the
responsibility  of the Board of Trustees of the Trust (the "UBS Funds  Trustees"
or  "UBS  Funds  Board").  The  UBS  Funds  Trustees  elect  officers,  who  are
responsible for the day-to-day operations of the Global Equity Fund.

     UBS Global Asset Management (Americas) Inc. ("UBS Global AM (Americas)"), a
Delaware  corporation,  is the investment advisor to the Global Equity Fund. UBS
Global AM (Americas) is an investment  management firm managing,  as of June 30,
2002,  $37  billion in assets.  UBS Global AM  (Americas)  and UBS Global  Asset
Management (US) Inc. ("UBS Global AM"), the investment  advisor for the Strategy
Fund and the  administrator  for the Strategy Fund and Global  Equity Fund,  are
both indirect, wholly owned subsidiaries of UBS AG. UBS AG, with headquarters in
Zurich,   Switzerland,  is  an  internationally  diversified  organization  with
operations in many aspects of the financial  services  industry.  The address of
UBS Global AM (Americas) is One North Wacker Drive, Chicago, Illinois 60606.

     Pursuant to an investment  advisory agreement relating to the Global Equity
Fund,  UBS Global AM  (Americas)  is entitled to receive from the Global  Equity
Fund an  investment  advisory  fee equal,  on an annual  basis,  to 0.80% of the
average daily net assets of the Fund. UBS Global AM (Americas) has contractually
agreed to waive its fees  and/or  reimburse  certain  expenses so that the total
operating  expenses  (excluding  12b-1  fees) of the Global  Equity  Fund do not
exceed 1.00% of the average  daily net assets of each class of the Global Equity
Fund during the Fund's fiscal year ending June 30, 2003. Thereafter, the expense
limit for the Global  Equity Fund will be reviewed  each year, at which time the
continuation  of the expense limit will be discussed by UBS Global AM (Americas)
and the UBS Funds Trustees.  The contractual fee waiver  agreement also provides
that UBS Global AM  (Americas)  is entitled to  reimbursement  of fees it waived
and/or  expenses it reimbursed  for a period of three years  following  such fee
waivers and  expense  reimbursements,  provided  that the  reimbursement  by the
Global  Equity  Fund of UBS  Global  AM  (Americas)  will not  cause  the  total
operating expense ratio to exceed any contractual limit in effect for the Global
Equity Fund.

     In addition,  if the  Transaction  is approved by the  shareholders  of the
Strategy Fund, it is contemplated  that,  effective July 1, 2003, the investment
advisory fee payable to UBS Global AM  (Americas) by the Global Equity Fund will
be  permanently  reduced  from  0.80% to 0.75% of the Fund's  average  daily net
assets,  which is the current rate of the Strategy  Fund's  investment  advisory
fee.

     Investment  decisions  for the Global Equity Fund are made by an investment
management  team at UBS  Global  AM  (Americas).  No  member  of the  investment
management  team  is  primarily  responsible  for  making   recommendations  for
portfolio purchases by the Fund.

     The  management  of the business  and affairs of the  Strategy  Fund is the
responsibility  of the Managed Trust Trustees.  The Managed Trust Trustees elect
officers,  who are  responsible  for the  day-to-day  operations of the Strategy
Fund.

     UBS Global AM is the investment  advisor and  administrator of the Strategy
Fund.  As of  October  31,  2002,  UBS  Global  AM was the  investment  advisor,
sub-advisor or manager of 25 investment  companies  with 47 separate  portfolios
and aggregate assets of approximately $71.6 billion.

     Pursuant to an investment  advisory  agreement for the Strategy  Fund,  UBS
Global AM is entitled to receive a fee for advisory and administrative  services
at the annual rate of 0.75% of the Strategy Fund's average daily net assets.

     T. Kirkham  Barneby,  supported by his  quantitative  investment  team,  is
responsible for the day-to-day management of the Strategy Fund's portfolio.  Mr.
Barneby has been a managing director of UBS Global AM since 1994.

     UBS Warburg makes available its Global Investment Strategy Group to consult
with UBS Global AM regarding  the  investment  themes and stocks  covered by UBS
Warburg Research Analysts.

What are the fees and  expenses  of each Fund and what  might  they be after the
Transaction?

     The following tables describe the fees and expenses that you may pay if you
buy and hold shares of the Funds.  The sales charge  structures of the Funds are
identical.  The  operating  expenses  shown for the  Strategy  Fund are based on
expenses  incurred during the Strategy  Fund's fiscal year ending  September 30,
2002. The operating expenses shown for the Global Equity Fund Class A Shares and
Global Equity Fund Class Y Shares,  before and after the Transaction,  are based
on expenses  incurred  during the Global  Equity  Fund's most recent fiscal year
ending June 30, 2002.  The Global  Equity Fund Class B Shares and Global  Equity
Fund Class C Shares are new  classes of shares that have been in  operation  for
less than a full fiscal year and the operating  expenses shown for these classes
of shares, before and after the Transaction, are annualized expenses.


                     FEES AND EXPENSES FOR THE STRATEGY FUND
                           AND THE GLOBAL EQUITY FUND

                                SHAREHOLDER FEES
                    (fees paid directly from your investment)

- ---------------------- -------------------- -------------------- --------------------- --------------- --------
                                                                                                   Redemption
                                                                                                   Fee (as a %
                                                                                                    of amount
                                                                                                    redeemed
                      Maximum Sales       Maximum Sales        Maximum Contingent                   within 90
                     Charge (Load) (as   Charge (Load) on       Deferred Sales                       days of
  Fund Names and     a % of offering     Purchases (as a %   Charge (Load) (as a                   purchase, if
Classes of Shares        price)          of offering price)   % of offering price)   Exchange Fee  applicable)
- ------------------ -------------------- -------------------- --------------------- --------------- ------------

 Strategy Fund
    Class A              5.50%                5.50%                 None                None           None
    Class B              5.00%                None                  5.00%               None           None
    Class C              2.00%                1.00%                 1.00%               None           None
    Class Y              None                 None                  None                None           None

 Global Equity Fund
    Class A              5.50%                5.50%                 None                None           1.00%*
    Class B              5.00%                None                  5.00%               None           None
    Class C              2.00%                1.00%                 1.00%               None           None
    Class Y              None                 None                  None                None           1.00%*

 Global Equity Fund
  After Transaction
    Class A              5.50%                5.50%                 None                None           1.00%*
    Class B              5.00%                None                  5.00%               None           None
    Class C              2.00%                1.00%                 1.00%               None           None
    Class Y              None                 None                  None                None           1.00%*



- ---------------------- -------------------- -------------------- --------------------- --------------- --------

                         ANNUAL FUND OPERATING EXPENSES
                  (expenses that are deducted from Fund assets)

- -------------------- ------------- ------------------ ------------ ---------------- ----------------- ---------
                                                                                    Management Fee
                                     Distribution and               Total Annual     Waivers and
Fund Names and         Management    Service (12b-1)    Other      Fund Operating      Expense         Net
Classes of Shares         Fees            Fees         Expenses      Expenses       Reimbursements   Expenses
- -------------------- ------------- ------------------ ------------ ---------------- ---------------- --------

    Strategy Fund
       Class A            0.75%            0.25%        0.28%           1.28%            None         1.28%
       Class B            0.75%            1.00%        0.32%           2.07%            None         2.07%
       Class C            0.75%            1.00%        0.32%           2.07%            None         2.07%
       Class Y            0.75%            None         0.28%           1.03%            None         1.03%

Global Equity Fund***
       Class A            0.80%            0.25%        0.50%**         1.55%            0.30%        1.25%
       Class B            0.80%            1.00%        0.53%**         2.33%            0.33%        2.00%
       Class C            0.80%            1.00%        0.51%**         2.31%            0.31%        2.00%
       Class Y            0.80%            None         0.47%**         1.27%            0.27%        1.00%

Global Equity Fund After
     Transaction***
       Class A            0.80%****        0.25%        0.40%**         1.45%            0.20%        1.25%
       Class B            0.80%****        1.00%        0.40%**         2.20%            0.20%        2.00%
       Class C            0.80%****        1.00%        0.40%**         2.20%            0.20%        2.00%
       Class Y            0.80%****        None         0.40%**         1.20%            0.20%        1.00%

*    Please  see  the  section  entitled  "Purchase,   Exchange  and  Redemption
     Procedures" for additional  information concerning the applicability of the
     redemption fee.

**   Includes an administrative  fee of 0.075% paid by the Global Equity Fund to
     UBS Global AM.

***  The  Trust,  with  respect  to the Global  Equity  Fund,  and UBS Global AM
     (Americas)  have  entered  into a written  agreement  pursuant to which UBS
     Global AM  (Americas)  has agreed to waive a portion of its fees  and/or to
     reimburse  expenses to the extent that the Global Equity  Fund's  expenses,
     for the fiscal year ending June 30, 2003,  otherwise  would exceed the "Net
     Expenses"  rate shown in the table above for each of the Global Equity Fund
     Class A Shares, Global Equity Fund Class B Shares, Global Equity Fund Class
     C Shares and Global Equity Fund Class Y Shares, as applicable.  Pursuant to
     the  written  agreement,  UBS  Global  AM  (Americas)  is  entitled  to  be
     reimbursed  for any fees it waives and expenses it reimburses  for a period
     of three years  following such fee waivers and expense  reimbursements,  to
     the  extent  that such  reimbursement  of UBS Global AM  (Americas)  by the
     Global  Equity  Fund will not cause the  Global  Equity  Fund to exceed any
     applicable  expense  limit that is in place for the Fund.  Prior to July 1,
     2002, the Global Equity Fund was subject to permanent  expense caps for its
     classes of shares at identical rates.

**** If the  Transaction is approved by the  shareholders  of the Strategy Fund,
     UBS  Global  AM  (Americas)  has  undertaken  to  permanently   reduce  the
     management  fee payable by the Global Equity Fund to 0.75%,  effective July
     1, 2003.

     Examples:

     The  following  Examples  are  intended  to help  you  compare  the cost of
investing in the Strategy  Fund with the cost of investing in the Global  Equity
Fund.  The  Examples  assume  that you invest  $10,000 in each Fund for the time
periods  indicated  and  then  redeem  all of your  shares  at the end of  those
periods.  Each Example also  assumes that your  investment  has a 5% return each
year.1 These are examples only, and do not represent future expenses,  which may
be greater or less than those shown below.

- ---------------------------------------------------------- ------------- ------------- ------------ -------------
                                                               1 Year       3 Years       5 Years      10 Years
- ---------------------------------------------------------- ------------- ------------- ------------ -------------

Strategy Fund
   Class A                                                      $673          $934       $1,214        $2,010
   Class B (assuming sale of all shares at end of period)        710           949        1,314         2,012
   Class B (assuming no sale of shares)                          210           649        1,114         2,012
   Class C (assuming sale of all shares at end of period)        408           742        1,202         2,476
   Class C (assuming no sale of shares)                          308           742        1,202         2,476
   Class Y                                                       105           328          569         1,259

Global Equity Fund (Before Transaction)
   Class A                                                      $670          $985       $1,321        $2,270
   Class B (assuming sale of all shares at end of period)        703           996        1,415         2,266
   Class B (assuming no sale of shares)                          203           696        1,215         2,266
   Class C (assuming sale of all shares at end of period)        401           785        1,295         2,696
   Class C (assuming no sale of shares)                          301           785        1,295         2,696
   Class Y                                                       102           376          671         1,510

Global Equity Fund (After Transaction)
   Class A                                                      $670          $965       $1,281        $2,174
   Class B (assuming sale of all shares at end of period)        703           969        1,361         2,154
   Class B (assuming no sale of shares)                          203           669        1,161         2,154
   Class C (assuming sale of all shares at end of period)        401           762        1,250         2,593
   Class C (assuming no sale of shares)                          301           762        1,250         2,593
   Class Y                                                       102           361          640         1,437

1    The Funds' actual returns may be greater or less than the  hypothetical  5%
     return used.  The 1 Year costs in the  examples for the Global  Equity Fund
     reflect  net  operating  expenses  after the  contractual  fee  waivers and
     expense reimbursements.

Where can I find more financial information about the Funds?

     The  Global   Equity   Fund   Annual   Report,   which   accompanies   this
Prospectus/Proxy  Statement as Exhibit C,  includes a  discussion  of the Global
Equity  Fund's  performance  during  the past  fiscal  year and  shows per share
information for the Global Equity Fund for the last five fiscal years.

     The Strategy Fund  Prospectus  and the Strategy Fund Annual Report  contain
further  financial  information  about the Strategy  Fund.  These  documents are
available upon request (see "INFORMATION ABOUT THE STRATEGY FUND").

What are other key features of the Funds?

     Administrative,  Transfer  Agency,  Accounting  and Custody  Services.  UBS
Global AM serves as the  administrator  to both the Global  Equity  Fund and the
Strategy Fund. As administrator,  UBS Global AM provides various  administration
and accounting  services to the Funds. For the Strategy Fund, these services are
included  in the fee that the Fund  pays  pursuant  to its  investment  advisory
agreement.  For the  Global  Equity  Fund,  UBS  Global  AM is  responsible  for
administering the affairs of the Global Equity Fund,  including  supervising and
managing all aspects of the Fund's  operations  (other than investment  advisory
activities)  pursuant  to  a  separate   administration   contract.   Under  the
administration  contract,  the  Global  Equity  Fund  pays UBS  Global AM a fee,
computed  daily and paid  monthly,  at an annual  rate of 0.075% of the  average
daily net  assets of the Global  Equity  Fund.  J.P.  Morgan  Investor  Services
Company,  a corporate  affiliate  of JP Morgan  Chase Bank ("JP Morgan  Chase"),
provides accounting,  portfolio valuation and certain administrative services to
the Global Equity Fund  pursuant to a Multiple  Services  Agreement  between the
Trust and JP Morgan Chase.

     PFPC Inc. is the transfer agent and dividend  disbursing agent for both the
Global Equity Fund and the Strategy  Fund.  PFPC Inc., a subsidiary of PNC Bank,
N.A., is located at 400 Bellevue Parkway, Wilmington, Delaware 19809.

     JP Morgan Chase is the custodian of the  securities and other assets of the
Global Equity Fund. JP Morgan Chase is located at 270 Park Avenue, New York, New
York 10017. State Street Bank and Trust Company, located at 1776 Heritage Drive,
North  Quincy,  Massachusetts  02171,  serves as the  custodian for the Strategy
Fund.

     Distribution  Services  and Rule 12b-1  Plans.  The UBS Funds  Trustees and
Managed  Trust  Trustees  have  each  appointed  UBS  Global  AM to serve as the
principal  underwriter  of the shares of each class of the Funds.  UBS Global AM
offers the shares of the Global  Equity Fund and the shares of the Strategy Fund
on a best-efforts  basis pursuant to separate principal  underwriting  contracts
between UBS Global AM and the Trust,  and UBS Global AM and the  Managed  Trust,
respectively.  In addition to its services in distributing  shares of the Global
Equity Fund and Strategy Fund, UBS Global AM also provides  ongoing  shareholder
services  to each  Fund.  UBS  Global AM is  authorized,  under  each  principal
underwriting contract, to enter into dealer agreements with other broker-dealers
(affiliated  and  non-affiliated)  with  respect  to  sales  of  shares  of  the
respective  Fund or in connection  with the  provision of service  activities (a
"Qualified Dealer").  UBS Global AM markets shares of the Global Equity Fund and
the Strategy Fund directly or through a Qualified  Dealer.  With respect to both
the Global  Equity  Fund and the  Strategy  Fund,  when UBS  Global AM  receives
service fees, distribution fees or sales charges, it may pay some or all of them
to Qualified Dealers.

     Rule 12b-1 Plans.  Each of the Global Equity Fund and the Strategy Fund has
adopted separate  shareholder  service and/or  distribution plans or "Rule 12b-1
Plans"  for the  Fund's  Class A Shares (a  "Class A  Plan"),  Class B Shares (a
"Class B  Plan")  and  Class C Shares  (a  "Class  C Plan")  (collectively,  the
"Plans").  Under the Plans of each Fund,  UBS Global AM is entitled to receive a
service fee, accrued daily and payable  monthly,  at the annual rate of 0.25% of
the average daily net assets of each class of shares of each Fund. UBS Global AM
uses the service  fees it receives  to  compensate  dealers and others for their
expenses  in  connection  with  providing  shareholder  services  for the Funds,
including the maintenance of shareholder accounts.

     In addition to the service  fees,  the Global  Equity Fund and the Strategy
Fund pay distribution fees to UBS Global AM pursuant to each Fund's Class B Plan
and  Class C Plan.  The  distribution  fees  are paid to UBS  Global  AM for its
services and expenses in distributing  and promoting Class B and Class C shares.
These  expenses  may  include,  among  others,  the  preparation,  printing  and
distribution of advertisements  and sales literature for prospective  investors;
the  distribution  of  prospectuses  and other  shareholder  materials for sales
purposes;  the payment of distribution  fees to  broker-dealers  that enter into
dealer  agreements  with UBS  Global  AM;  and the  payment  of  other  expenses
allocated to UBS Global AM's  distribution  activities.  The  distribution  fees
payable under the Class B Plans and Class C Plans for the Funds may also be used
to pay UBS Global AM for advancing the commission  costs to dealers with respect
to the initial sale of such shares.

     Under  its Class B Plan and  Class C Plan,  each Fund pays UBS  Global AM a
distribution fee, accrued daily and payable monthly,  at an annual rate of 0.75%
of the average daily net assets of the Fund's Class B Shares and Class C Shares,
respectively.

     Because  12b-1  fees are paid out of the  assets of a class of a Fund on an
on-going  basis,  over time these fees will increase the cost of a shareholder's
investment  and may cost the  shareholder  more than paying other types of sales
charges.

     Global  Equity Fund Class Y Shares and Strategy  Fund Class Y Shares do not
have Rule 12b-1 Plans.

     Purchase, Exchange and Redemption Procedures.  Procedures for the purchase,
exchange and  redemption  of shares of the Strategy  Fund and the Global  Equity
Fund are similar. You may refer to the Strategy Fund Prospectus,  and the Global
Equity Fund Prospectus,  which accompanies this Prospectus/Proxy  Statement, for
the purchase,  exchange,  and redemption procedures applicable to the purchases,
exchanges and redemptions of shares of the Strategy Fund and Global Equity Fund,
respectively.  Set forth  below is a brief  description  of the basic  purchase,
exchange,  and redemption  procedures applicable to the shares of the Funds. The
shareholders  of the  Strategy  Fund will not be  subject  to any  front-end  or
contingent  deferred  sales  charges  described  below  in  connection  with the
Transaction.

     Shares of either Fund may be purchased directly from the Fund by contacting
its transfer agent, or through brokers,  dealers, other financial intermediaries
and financial  institutions  (banks and bank trust  departments) that have sales
agreements with the Global Equity Fund (each an "Authorized Dealer"), or through
an  intermediary  designated  by an  Authorized  Dealer to accept  purchase  and
redemption orders  ("Sub-Designee").  Authorized  Dealers may charge transaction
fees for their services in connection  with the purchase of shares of the Global
Equity Fund. These transaction fees are not charged on shares purchased directly
from the Global Equity Fund.

     Only  specific  types of investors  are eligible to purchase  Global Equity
Fund  Class Y Shares  and  Strategy  Fund  Class Y Shares.  You may refer to the
Global  Equity  Fund  Prospectus,   which   accompanies  this   Prospectus/Proxy
Statement, and the Strategy Fund Prospectus, for more information concerning the
eligibility requirements for purchasing Class Y Shares of the Funds.

     The minimum  initial  investment  for each class of the  Strategy  Fund and
Global Equity Fund Class A Shares,  Global Equity Fund Class B Shares and Global
Equity Fund Class C Shares is $1,000, and each subsequent  investment must be at
least $100.  The minimum  initial  investment for the Global Equity Fund Class Y
Shares is $10,000,000,  and each subsequent  investment must be at least $2,500.
Both Funds may waive or reduce their investment minimums for certain investors.

     Purchases of Class A Shares of each Fund are subject to a maximum front-end
sales charge of 5.50% of the offering  price,  with  reduced  sales  charges for
purchases of $50,000 or more, and no front-end sales charge imposed on purchases
of $1,000,000  or more.  Purchases of  $1,000,0000  or more of Class A Shares of
each Fund,  however,  are subject to a contingent deferred sales charge ("CDSC")
of 1.00% for shares redeemed within one year after purchase.

     Purchases  of Class B Shares of each Fund are not subject to a sales charge
on purchases, but are subject to a CDSC when shares are sold before the end of a
specified period.  Sales of Class B Shares of each Fund are subject to a CDSC as
shown in the table below:

If shares are sold within:  Percentage (based on amount of investment) by which
                            the shares' net asset value is multiplied:

                               Less than        $100,000 to       $250,000 to      $500,000 to
                                $100,000          $249,999         $499,999          $999,999
                                --------          --------         --------          --------
1st year since purchase            5%                3%               3%                2%
2nd year since purchase            4%                2%               2%                1%
3rd year since purchase            3%                2%               1%               None
4th year since purchase            2%                1%              None              None
5th year since purchase            2%               None             None              None
6th year since purchase            1%               None             None              None
7th year since purchase           None              None             None              None

     The CDSC for the Class B Shares of each Fund is calculated  by  multiplying
the lesser of the net asset  value of the shares at the time of  purchase or the
net asset value at the time of sale by the  applicable  percentage  shown in the
table  above.  Class B Shares of each Fund  automatically  convert to the Fund's
Class A Shares,  which have lower ongoing  expenses,  after the end of the sixth
year for purchases of less than  $100,000,  after the end of the fourth year for
purchases  of at least  $100,000  but less than  $250,000,  after the end of the
third year for purchases of at least $250,000 but less than $500,000,  and after
the end of the second year for  purchases of at least  $500,000 but less than $1
million.

     Regardless of the amount of the investment,  Class B Shares of Family Funds
("Family  Funds" include other UBS Funds,  UBS PACE Select funds and other funds
for which UBS Global AM serves as principal  underwriter)  purchased or acquired
prior to  November  5,  2001 and  exchanged  (including  exchanges  as part of a
reorganization,  such as the Transaction) for shares of the Funds after November
5, 2001  (collectively,  "Prior Class B Shares") are subject to a deferred sales
charge at the time of redemption at the following percentages: (i) 5%, if shares
are sold  within  the first  year  since  purchase;  (ii) 4%, if shares are sold
within the second year since  purchase;  (iii) 3%, if shares are sold within the
third year  since  purchase;  (iv) 2%, if shares  are sold  within the fourth or
fifth year since purchase;  and (v) 1%, if shares are sold within the sixth year
of purchase.  Prior Class B Shares held longer than six years are not subject to
a deferred sales charge and automatically  convert to Class A Shares, which have
lower ongoing  expenses.  Shareholders  who purchased or acquired  Strategy Fund
Class B Shares prior to November 5, 2001,  will receive  Prior Class B Shares of
the Global Equity Fund in the Transaction.

     The Class C Shares of each Fund are subject to a front-end  sales charge of
1.00% of the offering price,  and a CDSC of 1.00% of the shares' net asset value
if the shares are sold  within one year of  purchase.  The CDSC for each  Fund's
Class C Shares is calculated by multiplying the lesser of the net asset value of
the shares at the time of purchase or the net asset value at the time of sale by
1.00%.

     The Funds'  reduce or waive their sales  charges for certain  investors and
transactions  in the Funds'  shares.  For a complete  description  of the Funds'
sales charges and the exemptions  from such charges,  please refer to the Global
Equity Fund Prospectus,  which accompanies this Prospectus/Proxy  Statement, and
the  Statement  of  Additional  Information  relating  to this  Prospectus/Proxy
Statement, as well as the Strategy Fund Prospectus and Strategy Fund SAI. Global
Equity Fund Class Y Shares and Strategy Fund Class Y Shares are not subject to a
front-end sales charge or a CDSC.

     The  Global  Equity  Fund  Class A and  Class Y  Shares  are  subject  to a
redemption  fee if the shares are redeemed or exchanged  shortly  after they are
purchased.  For  shareholders  who sell or exchange  Global  Equity Fund Class A
Shares or sell  Global  Equity  Fund Class Y Shares  less than 90 days after the
date of their  purchase,  a redemption  fee of 1.00% of the amount of the shares
sold or exchanged will be deducted at the time of the  transaction.  This amount
is paid to the Global  Equity Fund,  and not to UBS Global AM  (Americas) or UBS
Global AM. The  redemption fee is designed to offset the costs  associated  with
fluctuations  in the Global  Equity  Fund's  asset level and cash flow caused by
short-term  shareholder trading. For purposes of calculating the redemption fee,
shares  of the Fund held the  longest  will be  redeemed  first.  Under  certain
circumstances, the redemption fee described above is not applied to transactions
in Global Equity Fund Class A Shares and Global Equity Fund Class Y Shares.  For
a description of the  circumstances  in which the redemption fee is not charged,
see the Global Equity Fund Prospectus,  which accompanies this  Prospectus/Proxy
Statement. The shares of the Strategy Fund are not subject to a redemption fee.

     The  purchase  price of shares  of each  Fund is based on net  asset  value
("NAV"),  plus any applicable sales charge.  The NAV per share for each class of
each Fund is calculated as of the close of regular trading (generally, 4:00 p.m.
Eastern  time) on each day that the New York Stock  Exchange  ("NYSE")  is open.
Purchase  orders for shares of each Fund  received  in good form by the close of
regular  trading on the NYSE are priced  according to the NAV determined on that
day;  otherwise,  they are priced  according  to the next  determined  price per
share. Each Fund reserves the right to reject any purchase request.

     Shares of each class of each Fund, except the Funds' Class Y Shares, may be
exchanged for shares of the same class of most other Family Funds.  Exchanges in
shares of both Funds are subject to the initial minimum investment  requirements
to the same extent as purchases of the shares.  Exchanges are not subject to any
sales charges at the time of the exchange. Exchanges are treated as a redemption
and new purchase for federal income tax purposes, and accordingly,  may have tax
consequences for shareholders.

     Shares of each class of each Fund may be sold at any time at the NAV (minus
any  applicable  sales  charge)  next  calculated  after the Fund  receives  the
redemption order in good form. Shareholders of either Fund can sell their shares
by  contacting  the  Funds'  transfer  agent or, if  shares  are held  through a
financial institution, by contacting the shareholders' investment professionals,
an Authorized  Dealer or a Sub-Designee.  Each  institution or professional  may
have its own procedures and requirements for selling shares of the Funds and may
charge fees.

     Dividends,  Distributions  and Taxes.  Each Fund normally declares and pays
income  dividends and distributes  any realized gains annually.  Both the Global
Equity  Fund and the  Strategy  Fund  automatically  reinvest  distributions  in
additional  shares of the same class of that Fund,  unless the Fund is  notified
that the shareholder elects to receive such distributions in cash.

     Distributions  from both the  Global  Equity  Fund and the  Strategy  Fund,
whether  received in cash or in  additional  shares,  are  generally  subject to
income  tax.  In  general,  distributions  from  either  Fund are taxable to the
shareholder as either ordinary  income or capital gains.  Both the Global Equity
Fund and Strategy Fund notify their shareholders  annually of the source and tax
status of all Fund  distributions  for  federal  income tax  purposes.  For more
information  about the tax implications of investments in the Global Equity Fund
and the Strategy Fund, see the Global Equity Fund Prospectus,  which accompanies
this Prospectus/Proxy Statement, the Strategy Fund Prospectus, the Strategy Fund
SAI,   and  the   Statement   of   Additional   Information   relating  to  this
Prospectus/Proxy Statement.

                           REASONS FOR THE TRANSACTION

     When the Strategy Fund was launched,  the Fund's investment  advisor,  then
known as  Mitchell  Hutchins  Asset  Management  ("Mitchell  Hutchins"),  had no
affiliation with UBS AG. Approximately  eighteen months later, Mitchell Hutchins
became part of UBS AG's asset  management  division  and began  analyzing  UBS's
wide-ranging  investment  management  capabilities.  At that point in time,  the
Strategy  Fund had  assumed a global  equity  focus (in  contrast to its initial
emphasis on domestic stocks).

     UBS Global  Asset  Management  has a  twenty-year  track record of managing
global  equity  mandates  for  institutional  clients  and  devotes  substantial
resources to this strategy.  It has more than 450 investment  specialists and 85
global equity  analysts  located in twelve  countries.  UBS Global AM (Americas)
employs an active, value-style investment strategy in managing the Global Equity
Fund by assessing  securities  throughout  the global  market  through  country,
industry  and  company  analysis,  while also using  quantitative  risk  control
techniques.  UBS Global AM began offering this capability  through a mutual fund
when the Global Equity Fund was launched in January 1994.

     The  Strategy  Fund is required by its  prospectus  to adhere to the stocks
included in the Global 50  Highlighted  Stocks list that is based on the analyst
research of UBS Warburg LLC, an affiliate of UBS Global AM. The Strategy  Fund's
investment advisor thus has limited flexibility in making investment  decisions,
as compared to the active management by UBS Global AM of the Global Equity Fund.
Furthermore,  the Strategy Fund is considerably less diversified than the Global
Equity Fund.  Finally,  the relative  performance  of the Global  Equity Fund is
superior to that of the Strategy Fund for the three-year  period ending December
2, 2002 (the inception date of Strategy Fund), -7.38% vs. -24.74%, respectively,
for Class A Shares  after  reduction  for sales  charges,  and for the  one-year
period ending November 30, 2002, -10.64% vs. -20.39%,  respectively, for Class A
Shares after reduction for sales charges.

     UBS Global AM also noted that the assets of the Strategy Fund have declined
due to sizeable redemption activity and the Fund's performance.  The Transaction
would eliminate certain duplicative costs by merging two similar funds sponsored
by entities belonging to the UBS Global Asset Management division. The merger of
the Strategy Fund and the Global Equity Fund is intended to create a larger fund
with a larger asset base,  providing certain economies of scale,  which benefits
shareholders as well as UBS Global AM.

     The  Agreement  and Plan was  presented to the Managed  Trust  Trustees for
their  consideration.  In conjunction with the presentation of the Agreement and
Plan,  the Managed Trust  Trustees  questioned UBS Global AM about the potential
benefits and costs of the Transaction to the  shareholders of the Strategy Fund.
In deciding whether to recommend  approval of the Transaction to shareholders of
the Strategy Fund,  the Managed Trust  Trustees  considered a number of factors.
The Managed  Trust  Trustees did not assign  relative  weights to the  following
factors or deem any one of them to be controlling in and of itself.  The factors
included:

          o    The  Strategy  Fund  and the  Global  Equity  Fund  have  similar
               investment  objectives  and both Funds  invest  primarily  in the
               global  equity  markets.  Thus, if the  Transaction  is approved,
               Strategy  Fund's  shareholders  will  continue to own shares of a
               fund with a global focus on equity investments.

          o    As compared to the Strategy Fund's highly concentrated portfolio,
               the Global Equity Fund's  portfolio is more  diversified and less
               volatile.

          o    "Best ideas"  research  funds,  such as the Strategy  Fund,  have
               generally  declined in  popularity  among  investors  due to poor
               performance and critical press attention.

          o    The Strategy  Fund's assets have  diminished  due to  shareholder
               redemptions and the Fund's performance.

          o    Strategy Fund performance for the three years since its inception
               and the  one-year  period  ending  November  30,  2002  has  been
               disappointing  relative to the  performance  of the Global Equity
               Fund.

          o    The Global Equity Fund's actively managed, global equity strategy
               may be more  appropriate  for  investors  seeking  global  equity
               exposure than the Strategy Fund's  investment  strategy of basing
               all   investment   decisions   on  a  list   of   analyst   stock
               recommendations.

          o    Strategy Fund  shareholders will not pay a sales charge to become
               shareholders  of the Global  Equity Fund in  connection  with the
               Transaction.

          o    The Transaction is intended to be a tax-free  reorganization  for
               federal income tax purposes and, thus, Strategy Fund shareholders
               will not be required  to pay any  federal  income tax solely as a
               result of the exchange of their  shares of the Strategy  Fund for
               shares of the Global Equity Fund.

          o    UBS Global AM will bear 50% of the  expenses of the  transaction.
               The  Strategy  Fund and the Global  Equity Fund each will pay its
               proportionate share of the remaining expenses of the Transaction,
               based on the Fund's relative net assets.

          o    Because the proposed Transaction will be effected on the basis of
               the relative net asset values of the Funds,  shareholders  of the
               Strategy  Fund will not  experience  any dilution in the value of
               their investments as a result of the Transaction.

          o    If the  Transaction is approved by  shareholders  of the Strategy
               Fund and the merger of the Funds is  consummated,  the investment
               advisory  fee for the  Global  Equity  Fund  will be  permanently
               reduced  from  0.80% to 0.75% of the  Fund's  average  daily  net
               assets, effective July 1, 2003.

          o    The expense ratios of the Global Equity Fund, taking into account
               the contractual fee waivers, are lower than the expense ratios of
               the Strategy Fund. However, if the contractual fee waivers, which
               expire on June 30, 2003,  are not continued for the Global Equity
               Fund's 2004 fiscal year,  the expense ratios of the Global Equity
               Fund may be  higher  than the  Strategy  Fund's  current  expense
               ratios  even  with the  reduction  of the  Global  Equity  Fund's
               investment advisory fee.

          o    UBS  Global  AM  (Americas)  is   experienced  in  analyzing  and
               selecting  investments in the global equity  markets.  UBS Global
               Asset  Management  has 450 investment  specialists  and 85 global
               equity analysts in twelve countries.

          o    As  shareholders  of  the  Global  Equity  Fund,   Strategy  Fund
               shareholders would continue to benefit from the same high-quality
               fund administration and shareholder services.

          o    The potential for the combined fund to attract new assets because
               of  the  Global  Equity  Fund's  actively  managed,   value-style
               investment strategy.

          o    It may be  detrimental  for the Strategy  Fund to compete for the
               same investor  assets with the Global Equity Fund,  each of which
               is  advised  and  distributed  by a  subsidiary  of UBS  AG.  The
               Strategy Fund is advised,  and each Fund is  distributed,  by UBS
               Global  AM.  The  Global  Equity  is  advised  by UBS  Global  AM
               (Americas), another subsidiary of UBS AG.

     The Managed Trust Trustees  concluded  that the  Transaction is in the best
interests of the shareholders of the Strategy Fund and that no dilution of value
would result for the shareholders of the Strategy Fund from the Transaction. The
Managed  Trust  Trustees,  including  a  majority  of the  Trustees  who are not
interested  persons of the Strategy Fund,  then decided to approve the Agreement
and Plan and to recommend that shareholders of the Strategy Fund vote to approve
the Transaction.

     The UBS Funds Trustees also determined that the Transaction was in the best
interests of the Global Equity Fund and its shareholders and that no dilution of
value would result to those shareholders.

     For the reasons  discussed above, the Managed Trust Board, on behalf of the
Strategy Fund, recommends that you vote FOR the Agreement and Plan.

     If the  shareholders  of the Strategy Fund do not approve the Agreement and
Plan, the  Transaction  will not take place,  and the Managed Trust Trustees may
consider other possible courses of action, including liquidation and dissolution
of the Strategy Fund.

                        INFORMATION ABOUT THE TRANSACTION

     This is only a summary  of the  Agreement  and Plan.  You  should  read the
actual Agreement and Plan. It is attached as Exhibit A and  incorporated  herein
by reference.

How will the Transaction be carried out?

     If the  shareholders  of the Strategy  Fund approve the Agreement and Plan,
the  Transaction  will take place after various  conditions are satisfied by the
Managed Trust,  on behalf of the Strategy  Fund, and by the Trust,  on behalf of
the Global Equity Fund, including the delivery of certain documents. The Managed
Trust and the Trust will agree on the specific  date for the actual  Transaction
to take place (the "Closing").

     If the  shareholders  of the Strategy  Fund approve the Agreement and Plan,
the Strategy  Fund will deliver to the Global Equity Fund  substantially  all of
its assets, subject to its liabilities, at the Closing. In exchange, the Managed
Trust,  on behalf of the Strategy Fund,  will receive Global Equity Fund Class A
Shares, Global Equity Fund Class B Shares, Global Equity Fund Class C Shares and
Global Equity Fund Class Y Shares,  to be  distributed  pro rata by the Strategy
Fund to its shareholders in the corresponding  classes, in complete  liquidation
and  dissolution  of the Strategy  Fund. The value of the assets of the Strategy
Fund to be  delivered  to the Global  Equity Fund shall be the value of such net
assets  computed as of the close of business  of the NYSE  (normally,  4:00 p.m.
Eastern  time) on the last  business  day prior to the Closing  (the  "Valuation
Date").

     The stock transfer books of the Strategy Fund will be permanently closed as
of the Valuation  Date.  The Strategy Fund will accept  requests for  redemption
only if received in proper form before that time.  Requests  received after that
time will be considered requests to redeem shares of the Global Equity Fund.

     To the extent  permitted by law, the Managed  Trust and the Trust may agree
to amend the  Agreement  and Plan without  shareholder  approval.  They may also
agree to terminate  and abandon the  Transaction  at any time before,  or to the
extent  permitted  by law,  after the approval of  shareholders  of the Strategy
Fund.

Who will pay the expenses of the Transaction?

     UBS  Global  AM  will  pay  50% of the  expenses  in  connection  with  the
Transaction.  The Global  Equity  Fund and the  Strategy  Fund will each pay its
proportionate  share of the remaining  50% of the expenses,  based on the Funds'
relative net assets.

What are the tax consequences of the Transaction?

     The  Transaction  is intended to qualify as a tax-free  reorganization  for
federal income tax purposes under Section 368(a)(1) of the Internal Revenue Code
of 1986, as amended. Based on certain assumptions made and representations to be
received from the Managed  Trust,  on behalf of the Strategy  Fund, and from the
Trust, on behalf of the Global Equity Fund, it is expected that Stradley, Ronon,
Stevens & Young,  LLP will provide a legal opinion that,  for federal income tax
purposes,  (i)  shareholders of the Strategy Fund will not recognize any gain or
loss as a result of the exchange of their shares of the Strategy Fund for shares
of the Global Equity Fund, and (ii) the Global Equity Fund and its  shareholders
will not recognize any gain or loss upon receipt of the Strategy Fund's assets.

     You should  recognize  that an  opinion  of  counsel is not  binding on the
Internal  Revenue  Service  ("IRS") or any court.  Neither the Managed Trust, on
behalf of the Strategy Fund, nor the Trust, on behalf of the Global Equity Fund,
will seek to obtain a ruling from the IRS regarding the tax  consequences of the
Transaction.  Accordingly,  if the IRS sought to challenge  the tax treatment of
the  Transaction  and were  successful,  neither  of which is  anticipated,  the
Transaction  could be treated,  in whole or in part, as a taxable sale of assets
by the Strategy Fund, followed by the taxable liquidation of the Strategy Fund.

     You  should   consult  your  tax  advisor   regarding  the  effect  of  the
Transaction, if any, in light of your individual circumstances.  You should also
consult  your tax  advisor  about the state  and local tax  consequences  of the
Transaction,  if any, because this discussion only relates to the federal income
tax consequences.

What should I know about the Global Equity Fund Shares?

     If the  Transaction is approved,  full and fractional  shares of the Global
Equity Fund will be issued without the imposition of a sales charge or other fee
to shareholders of the Strategy Fund in accordance with the procedures described
above.  When  issued,  each share will be duly and validly  issued,  fully paid,
nonassessable  and fully  transferable.  All shares  have  noncumulative  voting
rights.  This gives holders of more than 50% of the shares voting the ability to
elect all of the members of the Board of Trustees of the Trust. If this happens,
holders of the remaining shares voting will not be able to elect any trustees.

     A shareholder of a class of shares of the Global Equity Fund will receive a
pro rata share of all distributions arising from the Global Equity Fund's assets
attributable to the class of shares owned by the shareholder, and upon redeeming
shares,  will  receive  the  portion  of the  Global  Equity  Fund's  net assets
attributable to the class of shares owned by the shareholder  represented by the
redeemed shares.

     The shares of the Global Equity Fund will be recorded to each shareholder's
account on the books of the Global  Equity  Fund's  transfer  agent.  The Global
Equity Fund does not issue share certificates.

How do shareholder rights and obligations of the Funds compare?

     While the Trust and the  Managed  Trust are  separate  entities,  organized
under  the  laws  of   different   jurisdictions   and   governed  by  different
organizational documents,  shareholders of the Strategy Fund will not experience
a material reduction in shareholder rights as a result of the Transaction.

     The Trust is organized as a Delaware  statutory  trust (formerly known as a
Delaware  business  trust) and governed by an Agreement and Declaration of Trust
(the "Trust Agreement").  Under the Trust Agreement,  the Trust has an unlimited
number of authorized shares of beneficial interest, with each share having a par
value of $0.001 per share.  The Managed  Trust is organized  as a  Massachusetts
business trust and governed by an Amended and Restated Declaration of Trust (the
"Declaration of Trust"). Pursuant to the Declaration of Trust, the Managed Trust
has an unlimited number of authorized shares of beneficial  interest,  with each
share  having a par value of $0.001 per share.  The UBS Funds  Trustees  and the
Managed  Trust  Trustees  (together,  the  "Boards")  may,  without  shareholder
approval, divide the authorized shares of the applicable trust into an unlimited
number of separate portfolios or series ("series"). The Boards may also, without
shareholder approval,  divide the series into two or more classes of shares. The
Trust currently  consists of fifteen  series,  including the Global Equity Fund.
Each series of the Trust,  including the Global Equity Fund, offers four classes
of shares (designated Class A Shares, Class B Shares, Class C Shares and Class Y
Shares).  The Managed Trust currently  consists of a single series, the Strategy
Fund.  The  Strategy  Fund offers  four  classes of shares  (designated  Class A
Shares,  Class B Shares,  Class C Shares and Class Y Shares). The Trust and each
series of the Trust,  as well as the Managed Trust and the Strategy  Fund,  will
continue indefinitely until terminated.

     With  respect  to a series of shares  of the Trust and the  Managed  Trust,
shares of the same class  have equal  dividend,  distribution,  liquidation  and
voting rights, and fractional shares have proportionate  rights.  Each series or
class bears its own expenses  related to its  distribution  of shares (and other
expenses,  such as  transfer  agency,  shareholder  service  and  administration
expenses). Generally, shares of the Trust will be voted in the aggregate without
differentiation  between  separate  series or classes;  provided  however,  if a
matter only affects certain series or classes,  then only shares of the affected
series or classes shall be voted in the  aggregate.  Shares of the Managed Trust
generally are voted by individual series,  except: (i) when required by the 1940
Act to be voted in the aggregate and not by individual series; and (ii) when the
Managed  Trust  Trustees  have  determined  that  the  matter  affects  only the
interests of one or more classes, then only shares of the affected classes shall
be entitled to vote.

     Under the Trust Agreement and the Declaration of Trust, as well as relevant
state  law,  annual  meetings  of  shareholders  are not  required  to be  held.
Generally, each trust calls shareholder meetings only when specifically required
by federal law or by the law of its jurisdiction of  organization.  Shareholders
representing  one-tenth (10%) or more of the outstanding shares entitled to vote
on a matter may cause each trust to call a shareholder meeting.  With respect to
the Trust,  a shareholder  meeting is not required to be called upon the request
of  shareholders  entitled to cast less than a majority of all votes entitled to
be cast at such meeting to consider any matter that is substantially the same as
a matter voted on at any  shareholder  meeting held during the preceding  twelve
months.

     Under  Delaware law and the Trust's Trust  Agreement,  shareholders  of the
Global Equity Fund are not held  personally  liable for the  obligations  of the
Trust or the Global Equity Fund. In contrast, Massachusetts law does not include
an express  provision  limiting the  personal  liability  of  shareholders  of a
Massachusetts business trust. Therefore, shareholders of the Strategy Fund could
potentially be liable for the  obligations of the Managed Trust and the Strategy
Fund,  despite a provision in the  Declaration of Trust that limits  shareholder
liability.

What are the assets of the Funds and what might the  capitalization be after the
Transaction?

     The  following  table sets forth,  as of June 30,  2002,  the assets of the
Global Equity Fund and the Strategy  Fund, and the estimated  capitalization  of
the Global  Equity Fund as adjusted to give effect to the proposed  Transaction.
The final  capitalization  of the Global  Equity Fund is likely to be  different
when the Transaction is consummated.

                             Global Equity                      Global Equity Fund
                                  Fund        Strategy Fund           Class A
                                Class A          Class A         after Transaction
                              (unaudited)      (unaudited)          (estimated)
                             --------------------------------------------------------
Net assets                     $15,173,431      $164,905,856         $180,057,737
Total shares outstanding         1,619,776        33,195,090           19,223,609
Net asset value per share             9.37             $4.97                $9.37

                             Global Equity                      Global Equity Fund
                                  Fund        Strategy Fund           Class B
                                Class B          Class B         after Transaction
                              (unaudited)      (unaudited)          (estimated)
                             --------------------------------------------------------
Net assets                        $417,713      $213,452,960         $213,847,396
Total shares outstanding            44,721        43,839,599           22,897,325
Net asset value per share            $9.34             $4.87                $9.34

                             Global Equity                      Global Equity Fund
                                  Fund        Strategy Fund           Class C
                                Class C          Class C         after Transaction
                              (unaudited)      (unaudited)          (estimated)
                             --------------------------------------------------------
Net assets                        $351,347      $144,424,073         $144,760,722
Total shares outstanding            37,660        29,659,160           15,518,113
Net asset value per share            $9.33             $4.87                $9.33

                             Global Equity                      Global Equity Fund
                                  Fund        Strategy Fund           Class Y
                                Class Y          Class Y         after Transaction
                              (unaudited)      (unaudited)          (estimated)
                             --------------------------------------------------------
Net assets                     $40,713,734        $3,989,648          $44,702,907
Total shares outstanding         4,298,670           797,514            4,719,908
Net asset value per share            $9.47             $5.00                $9.47

                COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

     This section  describes  the key  investment  policies of the Global Equity
Fund and the  Strategy  Fund and  certain  noteworthy  differences  between  the
investment strategies and policies of the Funds. For a more complete description
of the Global Equity Fund's  investment  policies and risks, you should read the
Global Equity Fund Prospectus, which accompanies this Prospectus/Proxy Statement
as Exhibit B.

Are there any  significant  differences  between the  investment  objectives and
policies of the Funds?

     Investment Objectives and Investment Strategies. The Global Equity Fund and
the Strategy Fund have similar, but not identical,  investment  objectives.  The
Global  Equity  Fund  seeks to  maximize  total  return,  consisting  of capital
appreciation and current income. The Strategy Fund's investment  objective is to
seek long-term capital appreciation.  While each Fund seeks capital appreciation
in constructing its portfolio,  the Global Equity Fund also acquires investments
that  provide   current  income  in  order  to  maximize  total  return  on  its
investments.  Each  Fund's  investment  objective  may  not be  changed  without
shareholder approval.

     Unless otherwise stated,  each of the investment policies described in this
Prospectus/Proxy  Statement is a non-fundamental  policy. Policies or investment
restrictions  of a Fund that are  deemed to be  fundamental  may not be  changed
without the approval of the lesser of: (i) a majority of the outstanding  shares
of the Fund;  or (ii) 67% or more of the  shares  represented  at a  meeting  of
shareholders at which the holders of more than 50% of the outstanding  shares of
the Fund are represented. Policies or investment restrictions of a Fund that are
deemed  to be  non-fundamental  may be  changed  by  the  Fund's  Board  without
shareholder approval.

     Each Fund invests a substantial  portion of its assets in equity securities
of U.S. and foreign  companies.  Under normal  circumstances,  the Global Equity
Fund  invests at least 80% of its net assets  (plus  borrowings  for  investment
purposes, if any) in equity securities. Under normal circumstances, the Strategy
Fund  invests  substantially  all (and at least  80%) of its  assets  in  equity
securities  by  purchasing  stocks of issuers  that are  included on UBS Warburg
Global Investment  Strategy Group's ("UBS Warburg") Global 50 Highlighted Stocks
list. The Global 50 Highlighted  Stocks list consists primarily of common stocks
of relatively large U.S. and foreign  companies.  Thus, as a result of investing
in accordance with the Global 50 Highlighted Stocks list, the equity holdings of
the Strategy Fund consist  primarily of large company  common stocks of U.S. and
foreign issuers.  In contrast,  the Global Equity Fund, which is not confined to
purchasing  securities on a pre-existing  list, is permitted to invest in a wide
range of equity securities of U.S. and foreign companies of any size.

     Although  both Funds  invest in the equity  securities  of U.S. and foreign
issuers, UBS Global AM (Americas) and UBS Global AM utilize different strategies
for  analyzing  and  selecting  securities  to be purchased by the Funds.  Under
normal  circumstances,  UBS  Global AM  employs a  passive  management  style in
managing the Strategy  Fund by  purchasing  only stocks that are included on the
Global 50 Highlighted Stocks list and selling stocks that have been removed from
the  Global  50  Highlighted  Stocks  list.  Generally,  UBS  Global AM seeks to
maintain weightings of the Strategy Fund's assets among the stocks on the Global
50  Highlighted  Stocks  list in  accordance  with  the  percentage  allocations
assigned to each stock by UBS  Warburg.  In creating  the Global 50  Highlighted
Stocks list,  UBS Warburg  seeks to identify  emerging  trends in broad  social,
economic and political  themes--and the companies  expected to benefit from such
trends--before  the trends  become  well  recognized.  UBS  Warburg  attempts to
predict industries expected to produce superior returns over the medium term and
the leading companies within these industries.  Using quantitative  methods, UBS
Warburg estimates returns for ten broad economic sectors to determine the weight
to be given to each sector in producing  its list of 50 stocks for the Global 50
Highlighted  Stocks  list.  Relying  on UBS  Warburg's  analysis,  UBS Global AM
attempts to  duplicate  the Global 50  Highlighted  Stocks list in the  Strategy
Fund's portfolio.

     In contrast to the Strategy Fund, UBS Global AM (Americas) actively manages
the Global Equity  Fund's  portfolio by using a  fundamental  value  approach to
select securities. In its fundamental value assessment, UBS Global AM (Americas)
seeks  to take  advantage  of  anomalies  in  markets  often  created  by  human
over-reactions  to good and bad news. For each security  being  considered as an
investment  for the Global  Equity Fund,  UBS Global AM  (Americas)  estimates a
fundamental  value based upon detailed  country,  industry and company analysis,
including visits to the company, its competitors and suppliers.  The fundamental
value  estimate  for a security is based on the present  value of the  estimated
future cash  flows.  This  fundamental  value  estimate is then  compared to the
company's current market price to determine if a valuation  anomaly exists.  UBS
Global AM (Americas) considers a stock for inclusion in the Global Equity Fund's
portfolio when the stock's current market price is below the  fundamental  value
estimate for the stock.

     While UBS Global AM generally  only purchases the stock of the 50 companies
listed  on the  Global  50  Highlighted  Stocks  list  for the  Strategy  Fund's
portfolio,  UBS Global AM (Americas) maintains a more diversified  portfolio for
the  Global  Equity  Fund by  investing  in a larger  number of  issuers.  As of
September  30, 2002,  the Global  Equity Fund held 160 equity  securities in its
portfolio.

     Principal  Investments.  As stated above,  under normal market  conditions,
both Funds seek to achieve their investment objectives by investing primarily in
equity securities of U.S. and foreign issuers.

     Equity Securities. Each Fund's investments in equity securities may include
common  stock,  preferred  stock,  securities  such as warrants  or rights,  and
sponsored or unsponsored American,  European and Global depositary receipts. The
Strategy  Fund may  also  invest  in  convertible  debt  securities  and  equity
interests  in trusts,  partnerships,  joint  ventures  or  similar  enterprises.
Consistent with the current income  component of its investment  objective,  the
Global Equity Fund is permitted to invest in dividend-paying securities.

     Foreign Investments. While both Funds are permitted to invest in the equity
securities of foreign  companies,  only the Global Equity Fund has a policy that
permits  investment  in emerging  market  companies.  The Global Equity Fund may
invest up to 15% of its total assets in equity securities of issuers in emerging
market countries (and securities whose return is derived from issuers located in
emerging market  countries).  The Strategy Fund has no stated policy with regard
to investing in emerging market issuers.

     Cash and Cash Equivalents.  Each Fund may invest a portion of its assets in
short-term  debt  securities   (including   repurchase  agreements  and  reverse
repurchase agreements) of corporations, the U.S. government and its agencies and
instrumentalities,  and banks and finance companies, which may be denominated in
any currency. Each Fund may also invest a portion of its assets in shares issued
by affiliated  or  unaffiliated  money market  mutual funds and similar  private
investment  vehicles.  In  addition,  the  Strategy  Fund  may  invest  in  debt
obligations  issued or guaranteed by one or more foreign  governments  or any of
their  political   subdivisions,   agencies  or   instrumentalities,   including
obligations of supranational entities. Both Funds may invest in cash equivalents
for  a  variety  of  reasons,   including  for  liquidity,  in  anticipation  of
shareholder  redemptions  of Fund  shares,  to  reinvest  cash  collateral  from
securities lending  activities and as part of their normal investment  programs.
The Strategy Fund may also invest in these  instruments  when the Fund is unable
to purchase  sufficient  securities on the Global 50 Highlighted Stocks list due
to market  restrictions  or  diversification  or illiquid  security  limitations
imposed by the 1940 Act.

     Under normal circumstances, each Fund may invest up to 20% of its assets in
cash and cash equivalents.  However,  in order to protect against adverse market
conditions,  the Global Equity Fund may take a temporary  defensive  position by
investing  up to 100% of its assets in cash or cash  equivalents.  The  Strategy
Fund does not have a similar  policy  with  regard to  investing  for  temporary
defensive purposes. If the Global Equity Fund invests for defensive purposes, it
may be unable to achieve its investment objective.

     Derivatives.  Derivative  securities are those  securities whose values are
dependent upon the performance of one or more securities, indices or currencies.
Both Funds may engage in the  following  types of derivative  transactions:  (i)
options  on  securities,   securities  indices  and  foreign  currencies;   (ii)
securities  index futures  contracts,  foreign  currency  futures  contracts and
interest rate futures contracts;  and (iii) options on futures  contracts.  Both
Funds may also  engage in  forward  currency  contracts.  The  Strategy  Fund is
permitted to enter into swap  transactions,  while the Global Equity Fund is not
permitted to enter into such  transactions.  Each Fund may use derivatives for a
variety of reasons,  including as part of its investment  strategies and to help
manage portfolio risks. Specifically, the Strategy Fund may (but is not required
to) use  derivatives  as part of its principal  investment  strategy to simulate
investment  in the stocks in the S&P 500  Composite  Stock  Index or other stock
indices.  The Strategy  Fund may enter into  transactions  involving one or more
types of  derivatives  where the full value of the Fund's  portfolio is at risk,
while the Global Equity Fund is not permitted to engage in  derivatives  to this
extent.  Under  normal  circumstances,  however,  the  Strategy  Fund's  use  of
derivatives will place a much smaller portion of the Fund's assets at risk.

     Portfolio  Turnover.  Neither Fund considers  portfolio turnover rates when
making  investment  decisions.  The  portfolio  turnover rate for both Funds may
exceed 100% and, for the Global  Equity Fund,  in some years 200%.  The Strategy
Fund may have a particularly high portfolio  turnover rate because UBS Global AM
makes additions and deletions to the Fund's  portfolio to reflect changes in the
Global 50 Highlighted  Stocks list.  Increased  portfolio turnover may result in
higher costs for brokerage  commissions,  dealer mark-ups and other  transaction
costs.  It may also  result in  taxable  gains.  Higher  costs  associated  with
increased portfolio turnover may offset gains in a Fund's performance.

     Other  Investments.  Although not a principal  investment  for either Fund,
both Funds may invest in the securities of other investment companies

     Investment Company  Securities.  Both Funds may invest in the securities of
other investment companies to the extent permitted by the 1940 Act, and pursuant
to any  exemptive  order  obtained  from the SEC  (such  as an order  permitting
investment  in  affiliated  money  market  funds,  as  discussed  above).  As  a
shareholder  of another  investment  company,  each Fund would bear,  along with
other  shareholders,  its pro rata  portion  of the other  investment  company's
expenses,  including  advisory fees.  These expenses would be in addition to the
expenses that a Fund would bear in connection with its own operations.

     The  Global  Equity  Fund (but not the  Strategy  Fund) may also  invest in
securities issued by other registered investment companies advised by UBS Global
AM (Americas)  pursuant to exemptive  relief  granted by the SEC. As a result of
this  exemptive  relief,  the Global  Equity  Fund may invest the portion of its
assets  allocated to emerging  markets  investments in the UBS Emerging  Markets
Equity  Relationship Fund, a series of UBS Relationship  Funds, which is managed
by UBS Global AM  (Americas).  The  Global  Equity  Fund will  invest in the UBS
Emerging Markets Equity  Relationship Fund only to the extent that UBS Global AM
(Americas)  determines that such an investment is a more efficient means for the
Global Equity Fund to gain exposure to emerging markets  investments than by the
Fund investing in individual securities.  Pursuant to undertakings with the SEC,
UBS  Global  Equity  Fund  will  not be  subject  to the  imposition  of  double
management  or  administration  fees with respect to its  investment  in the UBS
Emerging Markets Relationship Fund.

What are the principal risk factors associated with investments in the Funds?

     The risks of investing  in the Funds are  substantially  similar.  Like all
investments,  investments in the Funds involve risks. There is no assurance that
either Fund will meet its  investment  objective.  The  achievement  of a Fund's
investment  objective  depends  upon  market  conditions  generally  and  on the
analytical and portfolio  management  skills of the Fund's  investment  advisor.
Investments in the Funds are not guaranteed;  you may lose money by investing in
the Funds.  Other  principal  risks of  investing  in the Funds are  highlighted
below.

     Market Risk.  Each Fund is subject to the risk that the market value of the
Fund's  investments  will  fluctuate  as the stock and bond  markets  fluctuate.
Market risk may affect a single issuer,  industry or section of the economy,  or
it may affect the market as a whole.

     Foreign  Investing and Emerging  Market Risk. Both Funds are subject to the
risks  associated  with foreign  investing.  The Global Equity Fund, but not the
Strategy  Fund,  is  subject  to the  risks  of  investing  in  emerging  market
countries.  Foreign investing  subjects a Fund to the risk that the value of the
Fund's  investments  in foreign  securities  may go down because of  unfavorable
foreign  government  actions,  political  instability or the absence of accurate
information  about  foreign  issuers.  Also,  a decline  in the value of foreign
currencies  relative  to the U.S.  dollar  will  reduce the value of  securities
denominated in those currencies.  In addition,  foreign securities are sometimes
less  liquid and harder to sell and to value than  securities  of U.S.  issuers.
Each of these  risks of  foreign  investing  is more  severe for  securities  of
issuers in emerging market countries.

     Small and Medium  Company  Risk.  To the extent that the Global Equity Fund
invests  in  small  and  medium  size  companies,  it is  subject  to the  risks
associated with companies having these smaller  capitalizations.  Investments in
small and medium size companies may be more volatile than  investments in larger
companies, as small and medium size companies generally experience higher growth
and failure rates. The trading volume of these securities is normally lower than
that of larger companies.  Such securities may be less liquid than securities of
large company issuers, making it difficult to sell these securities at a time or
price  desired.  Changes  in the demand for these  securities  generally  have a
disproportionate effect on their market prices, tending to make prices rise more
in response to buying demand and fall more in response to selling pressure.

     Derivatives  Risk. The value of a Fund's investment in derivatives may rise
or fall  more  rapidly  than  other  investments.  For some  derivatives,  it is
possible  for a Fund to lose more than the amount it invested in the  derivative
instrument.  The  use of  derivatives  may  not  succeed  for  various  reasons,
including  unexpected  changes  in the value of the  derivatives  or the  assets
underlying them.

     Global 50 Highlighted  Stocks  Investing Risk. The Strategy Fund is subject
to  certain  risks  due to its  investment  policy of only  investing  in stocks
included in the Global 50 Highlighted Stocks list. For example, by confining its
portfolio  to the stocks that are included in the Global 50  Highlighted  Stocks
list,  the Strategy  Fund may hold a relatively  small number of stocks that are
focused in market sectors that  correspond to the investment  themes  underlying
the list. As a result,  changes in the market value of a single issuer or market
sector  could affect the Strategy  Fund's  performance  and net asset value more
severely than if the Fund's holdings were more diversified.  The Strategy Fund's
investment  results will not be the same as the price  returns  reported for the
Global 50 Highlighted  Stocks list.  Furthermore,  UBS Warburg could at any time
suspend or terminate  publication of the Global 50 Highlighted  Stocks list. The
Global  Equity  Fund  is an  actively  managed  Fund  with  a  more  diversified
portfolio,  and is not  concentrated  in the same way as the Strategy  Fund, and
therefore, the Global Equity Fund is not subject to these risks.

How do the investment restrictions of the Funds differ?

     The Global  Equity Fund and the Strategy  Fund are subject to similar,  but
not identical,  fundamental investment  restrictions regarding  diversification,
lending  and  underwriting.   The  differences  in  these  specific   investment
restrictions,  and in the Funds' other  investment  restrictions,  are discussed
below.

     While  the  Funds  are  subject  to  substantially   identical  fundamental
investment limitations regarding diversification, the Strategy Fund's limitation
is  subject  to an  interpretation  (which  is  not a part  of  the  fundamental
restriction)  that mortgage- and asset-backed  securities will not be considered
to have been  issued by the same issuer by reason of the  securities  having the
same sponsor,  and mortgage- and asset-backed  securities issued by a finance or
other special  purpose  subsidiary that are not guaranteed by the parent company
will be  considered to be issued by a separate  issuer from the parent  company.
The Global  Equity  Fund's  restriction  obviously  is not  subject to a similar
interpretation.

     The Funds have comparable investment restrictions relating to lending. Both
Funds will not make loans, although each Fund is permitted to lend its portfolio
securities and to enter into  repurchase  agreements  (which may be deemed to be
loans). Also, certain instruments (such as debt securities, loan participations,
and  interests  therein)  are  explicitly   excluded  from  the  Funds'  lending
restrictions.  In  this  regard,  the  Strategy  Fund's  restriction  explicitly
excludes from the investment  limitation a greater array of debt  securities and
money market  instruments  (including  investments  in  government  obligations,
commercial  paper,  certificates  of deposit,  bankers'  acceptances and similar
instruments)  than the  Global  Equity  Fund's  restriction.  In  addition,  the
Strategy Fund's restriction is subject to an interpretation (which is not a part
of the  restriction)  that the  Fund's  investments  in  master  notes,  funding
agreements and similar  instruments will not be considered to be the making of a
loan.  The  Global  Equity  Fund's  restriction  is  not  subject  to a  similar
interpretation.

     The Funds are  subject to  substantively  similar  investment  restrictions
relating  to  underwriting  securities.  The  Global  Equity  Fund's  limitation
provides that the Fund will not act as an underwriter, except to the extent that
the Fund may be deemed to be an  underwriter  when  selling its own shares.  The
Strategy  Fund's  restriction  provides  that the Fund  will not  engage  in the
business of underwriting  securities of other issuers, except to the extent that
the Fund might be considered an underwriter under the federal securities laws in
connection with the Fund's disposition of portfolio securities.

     The Funds have differing fundamental  investment  restrictions with respect
to  borrowing.  The Global Equity Fund may not borrow money in excess of 33 1/3%
of the value of its  assets,  while the  Strategy  Fund may not borrow  money in
excess of 33 1/3% of the Fund's total assets (including the amount of any senior
securities that have been issued but reduced by any liabilities not constituting
senior securities) at the time of borrowing.  Furthermore,  the Strategy Fund is
authorized to borrow up to an  additional 5% of its total assets (not  including
the amount  borrowed)  for  temporary  or emergency  purposes.  While the Global
Equity  Fund may also  borrow  additional  amounts as a  temporary  measure  for
extraordinary  or  emergency  purposes,  the Fund is not  subject to an explicit
percentage  limitation on the amount of Fund assets that it may borrow for these
purposes.  Finally, the Strategy Fund is subject to a non-fundamental investment
restriction that prohibits the Fund from purchasing  portfolio  securities while
borrowings  in excess of 5% of the  Fund's  total  assets are  outstanding.  The
Global Equity Fund is not subject to a comparable investment restriction.

     The Funds have  different  limitations  regarding  short sales.  The Global
Equity  Fund's   limitation,   unlike  the  Strategy  Fund's   restriction,   is
fundamental.   The  Global  Equity  Fund  is  permitted,  under  its  investment
limitation,  to make  short  sales of  securities  in an amount up to 10% of the
Fund's net assets, to the extent permitted by the 1940 Act and any rule or order
thereunder,   or  SEC  staff   interpretations   thereof.  The  Strategy  Fund's
non-fundamental  investment  restriction  limits the Fund to selling  securities
short "against the box" and to maintaining  short  positions in connection  with
the Fund's use of  financial  options and  futures,  forward  and spot  currency
contracts,  swap  transactions  and  other  financial  contracts  or  derivative
instruments.

     There  are  notable  differences  in  the  Funds'  fundamental   investment
restrictions  relating to concentration.  The Global Equity Fund is subject to a
restriction that provides that the Fund will not invest more than 25% of its net
assets in securities of issuers in the same industry,  whereas the Strategy Fund
is subject to a fundamental  investment  limitation of not investing 25% or more
of its total assets in issuers in a  particular  industry.  The Strategy  Fund's
investment  limitation  differs from the Global Equity Fund's  limitation in two
other respects.  First,  municipal  securities are explicitly  excluded from the
application of the Strategy  Fund's 25% limitation,  while municipal  securities
are not excluded from the Global Equity Fund's limitation.  Second, the Strategy
Fund's investment  restriction contains an exclusion that provides that the Fund
will invest 25% or more of its total assets in securities of issuers in the same
industry if necessary to replicate the  composition of the Global 50 Highlighted
Stocks list.  The Global Equity Fund's  limitation  obviously does not include a
similar exception.

     While both Funds are subject to a fundamental  investment  limitation  that
provides that neither Fund will purchase or sell real estate,  the Strategy Fund
has more flexibility under its investment restriction. The Global Equity Fund is
permitted  to purchase  and sell  securities  of real estate  investment  trusts
("REITs") under its  limitation.  The Strategy Fund,  however,  may purchase and
sell not only  securities  of REITs,  but also  securities of other issuers that
invest in real estate.  The Strategy Fund may also,  under its limitation,  make
investments in  mortgage-backed  securities,  mortgage  participations and other
instruments  supported by interests  in real estate.  In addition,  the Strategy
Fund may exercise its rights under  agreements  relating to real  estate-related
securities,  including the right to enforce security  interests and to hold real
estate  acquired  by reason of such  enforcement  until the real  estate  can be
liquidated in an orderly manner.

     The Funds'  limitations  on investing in commodities  are similar,  but not
identical.  The Global Equity Fund may not purchase or sell commodities,  except
that the Fund may purchase or sell currencies,  may enter into futures contracts
on securities,  currencies and other indices or any other financial instruments,
and may purchase and sell options on such futures  contracts.  The Strategy Fund
may not  purchase or sell  physical  commodities  unless they are  acquired as a
result of owning  securities  or other  instruments,  but the Strategy  Fund may
purchase,  sell or enter into  financial  options and futures,  forward and spot
currency   contracts,   swap  transactions  and  other  financial  contracts  or
derivative instruments.

     The Funds are subject to different  limitations  relating to issuing senior
securities.  The Global Equity Fund is prohibited from issuing senior securities
to its presently authorized shares of beneficial interest,  except that the Fund
is not prohibited  from (a) making any permitted  borrowings,  loans or pledges;
(b) entering into options,  futures  contracts,  forward  contracts,  repurchase
transactions or reverse repurchase  transactions;  or (c) making short sales, as
described  above.  The Strategy Fund, by contrast,  is permitted to issue senior
securities as provided in the 1940 Act, in an amount up to 33 1/3% of the Fund's
total  assets  (including  the  amount of any senior  securities  that have been
issued but reduced by any liabilities not constituting senior securities).

     The Strategy Fund is subject to a  non-fundamental  investment  restriction
prohibiting the Fund from purchasing securities on margin, except for short-term
credit  necessary  for clearance of portfolio  transactions  and except that the
Fund may make margin  deposits in connection  with its use of financial  options
and futures, forward and spot currency contracts,  swap transactions,  and other
financial contracts and derivative instruments.  The Global Equity Fund does not
have a stated  investment  restriction  relating  to  purchasing  securities  on
margin.

     The Strategy  Fund is subject to a  non-fundamental  investment  limitation
that  provides that the Fund will not purchase  securities  of other  investment
companies,  except to the extent permitted by the 1940 Act, and except that this
limitation  does not apply to  securities  received or  acquired  as  dividends,
through offers of exchange,  or as a result of reorganization,  consolidation or
merger.  The  Global  Equity  Fund  is not  subject  to an  explicit  investment
restriction relating to investing in securities of other investment companies.

                               VOTING INFORMATION

How many votes are necessary to approve the Agreement and Plan?

     The  presence,  in person or by proxy,  of a majority  of the shares of the
Strategy Fund entitled to vote at the Meeting, shall constitute a quorum for the
transaction of business at the Meeting.  Provided that a quorum is present,  the
approval of the Agreement and Plan requires the  affirmative  vote of the lesser
of: (i) more than 50% of the outstanding voting securities of the Strategy Fund;
or (ii) 67% or more of the voting securities of the Strategy Fund present at the
Meeting,  if the  holders  of more  than 50% of the  Fund's  outstanding  voting
securities  are  present  or  represented  by proxy.  Each  shareholder  will be
entitled  to one  vote for  each  full  share,  and a  fractional  vote for each
fractional  share,  of the Strategy  Fund held on the Record Date. If sufficient
votes to approve the proposal  are not received by the date of the Meeting,  the
Meeting may be adjourned to permit further solicitations of proxies. The holders
of a majority of shares of the  Strategy  Fund voted at the  Meeting  present in
person or by proxy (whether or not sufficient to constitute  quorum) may adjourn
the Meeting.

     Abstentions  and  broker   non-votes  will  be  included  for  purposes  of
determining whether a quorum is present at the Meeting,  but will not be treated
as votes cast and,  therefore,  will not be counted for purposes of  determining
whether  the  matters  to be voted upon at the  Meeting  have been  approved  or
counted for purposes of approving an adjournment.

How do I ensure my vote is accurately recorded?

     You may  attend  the  Meeting  and vote in  person.  You may  also  vote by
completing  and signing the  attached  proxy card and mailing it in the enclosed
postage paid envelope. A proxy card is, in essence, a ballot. If you simply sign
and date the proxy but give no voting instructions, your shares will be voted in
favor of the Agreement  and Plan and in accordance  with the views of management
upon any unexpected  matters that come before the Meeting or any  adjournment of
the Meeting. You may also vote your shares by telephone or via the Internet.  To
vote in this manner, you will need the 14-digit "control" number that appears on
your proxy card. You may vote by telephone by calling ___-___-____. If votes are
recorded by  telephone,  the  Strategy  Fund or its agents  will use  procedures
designed  to allow  shareholders  to  authorize  the  voting of their  shares in
accordance  with  their   instructions,   and  to  confirm  that   shareholders'
instructions  have been  properly  recorded.  To vote via the  Internet,  please
access _________.

Can I revoke my proxy?

     You may  revoke  your  proxy at any time  before  it is voted by  sending a
written  notice to the Strategy Fund expressly  revoking your proxy,  by signing
and  forwarding to the Strategy Fund a  later-dated  proxy,  or by attending the
Meeting and voting in person.

What other matters will be voted upon at the Meeting?

     The Managed  Trust  Board does not intend to bring any  matters  before the
Meeting other than the Transaction described in this Prospectus/Proxy Statement.
It is not aware of any other matters to be brought before the Meeting by others.
If any  other  matter  legally  comes  before  the  Meeting,  proxies  for which
discretion  has  been  granted  will be voted in  accordance  with the  views of
management.

Who is entitled to vote?

     Only  shareholders  of record of the Strategy Fund at the close of business
on the Record Date will be entitled to vote at the meeting. The number of shares
of the Strategy Fund and each of its four classes  outstanding  as of the Record
Date is listed below:

                               Shares Outstanding
                               ------------------

               Strategy Fund                          ________________

               Strategy Fund Class A Shares           ________________
               Strategy Fund Class B Shares           ________________
               Strategy Fund Class C Shares           ________________
               Strategy Fund Class Y Shares           ________________

What other solicitations will be made?

     The Strategy Fund will request  broker-dealer firms,  custodians,  nominees
and  fiduciaries  to forward  proxy  materials to the  beneficial  owners of the
shares held of record by such persons. Broker-dealer firms, custodians, nominees
and  fiduciaries  may be reimbursed for their  reasonable  expenses  incurred in
connection with such proxy  solicitation.  In addition to solicitations by mail,
officers  and  employees  of the  Managed  Trust  and  UBS  Global  AM,  without
additional or special  compensation,  may conduct  additional  solicitations  by
telephone and via the Internet. The Managed Trust has engaged _________, a proxy
solicitation  firm,  to assist in the  solicitation  of proxies for the Meeting,
which  is  expected  to  cost  approximately  $_________.   The  costs  of  such
solicitations,  and any additional  solicitations of any adjourned session, will
be borne 50% by UBS Global AM and 50% by the Funds. The costs to be borne by the
Funds will be split between the Funds,  with each Fund paying its  proportionate
share based on the Funds' relative net assets.

                    INFORMATION ABOUT THE GLOBAL EQUITY FUND

     Information  about the Global  Equity  Fund is  included  in Exhibit B, the
Global  Equity Fund  Prospectus,  and  Exhibit C, the Global  Equity Fund Annual
Report,  which are attached to and  considered  a part of this  Prospectus/Proxy
Statement. Additional information about the Global Equity Fund is also contained
in the Statement of Additional Information,  dated January 19, 2003, relating to
this Prospectus/Proxy  Statement, which is incorporated by reference herein. You
may request a free copy of this Statement of Additional  Information,  which has
been filed with the SEC, by calling  1-800-647-1568  or by writing to the Global
Equity Fund at 51 West 52nd Street, New York, New York 10019-6114.

     This Prospectus/Proxy Statement, which constitutes a part of a Registration
Statement  filed by the Trust with the SEC under the  Securities Act of 1933, as
amended,  omits  certain  of  the  information  contained  in  the  Registration
Statement.  Reference is hereby made to the  Registration  Statement  and to the
exhibits thereto for further  information with respect to the Global Equity Fund
and the shares it offers.  Statements contained herein concerning the provisions
of  documents  are  necessarily  summaries  of such  documents,  and  each  such
statement  is  qualified  in  its  entirety  by  reference  to the  copy  of the
applicable document filed with the SEC.

                       INFORMATION ABOUT THE STRATEGY FUND

     Information  about the  Strategy  Fund is  included  in the  Strategy  Fund
Prospectus,  the Strategy  Fund Annual  Report,  the Strategy  Fund SAI, and the
Statement of Additional  Information,  dated January 19, 2003,  relating to this
Prospectus/Proxy  Statement,  each of which is incorporated by reference herein.
You may request free copies of these  documents,  which have been filed with the
SEC, by calling  1-800-647-1568  or by writing to the  Strategy  Fund at 51 West
52nd Street, New York, New York 10019-6114.

                           INFORMATION ABOUT EACH FUND

     The Funds file proxy materials, reports, and other information with the SEC
in accordance with the informational requirements of the Securities Exchange Act
of 1934 and the 1940 Act.  These  materials  can be inspected  and copied at the
public reference facilities maintained by the SEC at Room 1200, 450 Fifth Street
N.W., Washington,  DC 20549. Also, copies of such materials can be obtained from
the Public  Reference Branch of the SEC, 450 Fifth Street N.W.,  Washington,  DC
20549,   at   prescribed   rates   or   from   the   SEC's   Internet   site  at
http://www.sec.gov.  To request  information  regarding the Funds,  you may also
send an e-mail to the SEC at publicinfo@sec.gov.

                           PRINCIPAL HOLDERS OF SHARES

     [On the Record Date, the officers and trustees of the Managed  Trust,  as a
group,  owned less than 1% of the outstanding  voting shares of any class of the
Strategy Fund.]

     To the best  knowledge of the  Strategy  Fund,  as of the Record  Date,  no
person,  except as set forth in the table below, owned of record or beneficially
5% or more of the outstanding shares of any class of the Strategy Fund:

- ---------- ----------------------------------- -------------------- ---------------------
  Class        Name and Address of Account        Share Amount      Percentage of Class
  -----        ---------------------------        ------------      -------------------
- ---------- ----------------------------------- -------------------- ---------------------
                                [TO BE PROVIDED]

              [Also include information regarding control persons.]

   [Please also indicate if shares are held beneficially, of record, or both.]

     On the Record Date,  the  officers  and trustees of the Trust,  as a group,
owned less than 1% of the  outstanding  shares of any class of the Global Equity
Fund.

     To the best  knowledge of the Global Equity Fund, as of the Record Date, no
person,  except as set forth in the table below, owned of record or beneficially
5% or more of the  outstanding  voting  shares of any class of the Global Equity
Fund:

- --------- ------------------------------- -------------------- ---------------------
  Class     Name and Address of Account      Share Amount      Percentage of Class
  -----     ---------------------------      ------------      -------------------
- --------- ------------------------------- -------------------- ---------------------
                                [TO BE PROVIDED]

              [Also include information regarding control persons.]

   [Please also indicate if shares are held beneficially, of record, or both.]


                     EXHIBITS TO PROSPECTUS/PROXY STATEMENT


Exhibit
- -------


A    Form of  Agreement  and  Plan of  Reorganization  between  the UBS  Managed
     Investments  Trust (on behalf of the UBS  Strategy  Fund) and The UBS Funds
     (on behalf of the UBS Global Equity Fund)

B    Prospectus of the UBS Global Equity Fund, dated September 30, 2002

C    Annual Report to Shareholders of the UBS Global Equity Fund, for the fiscal
     year ended June 30, 2002


                                                                       EXHIBIT A

                      AGREEMENT AND PLAN OF REORGANIZATION


     AGREEMENT AND PLAN OF REORGANIZATION, made as of this 12th day of November,
2002, by and between The UBS Funds (the "Trust"),  a statutory  trust  (formerly
known as a business trust) created under the laws of the State of Delaware, with
its  principal  place of business at One North Wacker Drive,  Chicago,  Illinois
60606,  on behalf of its series,  the UBS Global Equity Fund (the "Global Equity
Fund"),  and UBS Managed  Investments  Trust (the "Managed  Trust"),  a business
trust  created under the laws of The  Commonwealth  of  Massachusetts,  with its
principal  place  of  business  at 51 West  52nd  Street,  New  York,  New  York
10019-6114,  on behalf  of its  series,  the UBS  Strategy  Fund (the  "Strategy
Fund").

                             PLAN OF REORGANIZATION

     The   reorganization   (hereinafter   referred   to   as   the   "Plan   of
Reorganization") will consist of: (i) the acquisition by the Trust, on behalf of
the  Global  Equity  Fund,  of  substantially  all of the  property,  assets and
goodwill  of the  Strategy  Fund,  in exchange  solely for shares of  beneficial
interest,  $0.001  par  value,  of (a) UBS  Global  Equity  Fund-Class  A shares
("Global Equity Fund Class A Shares"), (b) UBS Global Equity Fund-Class B shares
("Global Equity Fund Class B Shares"), (c) UBS Global Equity Fund-Class C shares
("Global  Equity Fund Class C Shares"),  and (d) UBS Global Equity  Fund-Class Y
shares ("Global  Equity Fund Class Y Shares"),  and the assumption by the Trust,
on behalf of the Global Equity Fund, of all of the  liabilities  of the Strategy
Fund;  (ii) the  distribution  of (a) Global  Equity  Fund Class A Shares to the
shareholders  of Class A shares of the  Strategy  Fund  ("Strategy  Fund Class A
Shares"),  (b) Global Equity Fund Class B Shares to the  shareholders of Class B
shares of the Strategy Fund ("Strategy Fund Class B Shares"),  (c) Global Equity
Fund Class C Shares to the  shareholders  of Class C shares of the Strategy Fund
("Strategy  Fund Class C Shares"),  and (d) Global Equity Fund Class Y Shares to
the  shareholders of Class Y shares of the Strategy Fund ("Strategy Fund Class Y
Shares"), according to their respective interests in complete liquidation of the
Strategy  Fund;  and  (iii)  the  dissolution  of the  Strategy  Fund as soon as
practicable  after the closing (as  referenced in Section 3 hereof,  hereinafter
called the "Closing"),  all upon and subject to the terms and conditions of this
Agreement and Plan of Reorganization ("Agreement") hereinafter set forth.

                                    AGREEMENT

     In order to consummate the Plan of  Reorganization  and in consideration of
the premises and of the  covenants and  agreements  hereinafter  set forth,  and
intending to be legally bound, the parties hereto covenant and agree as follows:

     1.   Sale  and  Transfer  of  Assets  and   Liabilities,   Liquidation  and
          Dissolution of the Strategy Fund


     (a) Subject to the terms and conditions of this Agreement,  and in reliance
on the  representations  and  warranties of the Trust herein  contained,  and in
consideration  of the  delivery  by the  Trust of the  number  of its  shares of
beneficial interest of the Global Equity Fund hereinafter provided,  the Managed
Trust,  on  behalf of the  Strategy  Fund,  agrees  that it will  sell,  convey,
transfer and deliver to the Trust,  on behalf of the Global  Equity Fund, at the
Closing  provided for in Section 3, all of the liabilities,  debts,  obligations
and duties of any nature,  whether  accrued,  absolute,  contingent or otherwise
("Liabilities")  and the assets of the Strategy Fund as of the close of business
(which  hereinafter  shall be,  unless  otherwise  noted,  the regular  close of
business of the New York Stock Exchange, Inc. ("NYSE")) ("Close of Business") on
the  valuation  date (as  defined  in Section 3 hereof,  hereinafter  called the
"Valuation  Date"),  free  and  clear of all  liens,  encumbrances,  and  claims
whatsoever (other than shareholders'  rights of redemption and such restrictions
as might arise under the  Securities  Act of 1933,  as amended (the "1933 Act"),
with respect to privately  placed or otherwise  restricted  securities  that the
Strategy Fund may have acquired in the ordinary course of business),  except for
cash,  bank  deposits,  or cash  equivalent  securities  in an estimated  amount
necessary (1) to pay the Strategy Fund's costs and expenses of carrying out this
Agreement (including,  but not limited to, fees of counsel and accountants,  and
expenses of its liquidation and dissolution contemplated hereunder), which costs
and expenses shall be established on the books of the Strategy Fund as liability
reserves,  (2) to discharge all of the Strategy Fund's  Liabilities on its books
at the Close of Business on the Valuation  Date  including,  but not limited to,
its income  dividends and capital gains  distributions,  if any, payable for any
period prior to, and through,  the Close of Business on the Valuation  Date, and
excluding those  liabilities and obligations  that would otherwise be discharged
at a  later  date in the  ordinary  course  of  business,  and  (3) to pay  such
contingent  liabilities  as the trustees of the Managed  Trust shall  reasonably
deem to exist against the Strategy Fund, if any, at the Close of Business on the
Valuation Date, for which contingent and other  appropriate  liability  reserves
shall  be  established  on the  books of the  Strategy  Fund  (hereinafter  "Net
Assets").  The Managed Trust, on behalf of the Strategy Fund,  shall also retain
any and all rights  that it may have over and  against  any person that may have
accrued up to and  including the Close of Business on the  Valuation  Date.  The
Managed Trust agrees to use commercially  reasonable  efforts to identify all of
the Strategy Fund's Liabilities prior to the Valuation Date and to discharge all
such known Liabilities on or prior to the Valuation Date.

     (b) Subject to the terms and conditions of this Agreement,  and in reliance
on the representations and warranties of the Managed Trust herein contained, and
in consideration of such sale,  conveyance,  transfer,  and delivery,  the Trust
agrees at the Closing to assume the Liabilities,  on behalf of the Global Equity
Fund,  and to deliver to the Strategy Fund: (i) the number of Global Equity Fund
Class A Shares,  determined  by dividing the net asset value per share of Global
Equity Fund Class A Shares as of the Close of Business on the Valuation  Date by
the net asset  value per share of  Strategy  Fund  Class A Shares as of Close of
Business on the  Valuation  Date,  and  multiplying  the result by the number of
outstanding  shares of the Strategy  Fund Class A Shares as of Close of Business
on the  Valuation  Date;  (ii) the number of Global  Equity Fund Class B Shares,
determined by dividing the net asset value per share of Global Equity Fund Class
B Shares as of Close of  Business on the  Valuation  Date by the net asset value
per  share of  Strategy  Fund  Class B Shares  as of  Close of  Business  on the
Valuation Date, and  multiplying the result by the number of outstanding  shares
of Strategy Fund Class B Shares as of Close of Business on the  Valuation  Date;
(iii) the number of Global  Equity Fund Class C Shares,  determined  by dividing
the net asset  value per share of Global  Equity Fund Class C Shares as of Close
of Business on the  Valuation  Date by the net asset value per share of Strategy
Fund  Class C  Shares  as of  Close  of  Business  on the  Valuation  Date,  and
multiplying  the result by the number of  outstanding  shares of  Strategy  Fund
Class C Shares  as of Close of  Business  on the  Valuation  Date;  and (iv) the
number of Global  Equity Fund Class Y Shares,  determined  by  dividing  the net
asset  value  per  share of  Global  Equity  Fund  Class Y Shares as of Close of
Business on the Valuation Date by the net asset value per share of Strategy Fund
Class Y Shares as of Close of Business on the Valuation  Date,  and  multiplying
the result by the number of  outstanding  shares of Strategy Fund Class Y Shares
as of Close  of  Business  on the  Valuation  Date.  All  such  values  shall be
determined in the manner and as of the time set forth in Section 2 hereof.

     (c) As soon as practicable  following the Closing,  the Strategy Fund shall
dissolve and distribute pro rata to its  shareholders  of record as of the Close
of Business on the  Valuation  Date,  the shares of  beneficial  interest of the
Global  Equity Fund  received by the Strategy  Fund  pursuant to this Section 1.
Such dissolution and distribution  shall be accomplished by the establishment of
accounts on the share  records of the Global  Equity Fund of the type and in the
amounts  due  such  shareholders  pursuant  to this  Section  1 based  on  their
respective  holdings of shares of the Strategy  Fund as of the Close of Business
on the Valuation Date.  Fractional  shares of beneficial  interest of the Global
Equity  Fund  shall be  carried  to the third  decimal  place.  No  certificates
representing  shares of  beneficial  interest of the Global  Equity Fund will be
issued to shareholders of the Strategy Fund.

     (d) At the Closing,  each  shareholder of record of the Strategy Fund as of
the record date (the  "Distribution  Record  Date")  with  respect to any unpaid
dividends  and other  distributions  that were  declared  prior to the  Closing,
including any dividend or distribution declared pursuant to Section 9(e) hereof,
shall have the right to receive such unpaid  dividends  and  distributions  with
respect  to the  shares  of the  Strategy  Fund  that  such  person  had on such
Distribution Record Date.

     2.   Valuation

     (a) The value of the  Strategy  Fund's  Net  Assets to be  acquired  by the
Global  Equity Fund  hereunder  shall be computed as of the Close of Business on
the  Valuation  Date using the  valuation  procedures  set forth in the Strategy
Fund's currently effective prospectus and statement of additional information.

     (b) The net asset  value of a share of  beneficial  interest  of the Global
Equity Fund Class A Shares,  the Global  Equity Fund Class B Shares,  the Global
Equity Fund Class C Shares and the Global  Equity  Fund Class Y Shares  shall be
determined to the nearest full cent as of the Close of Business on the Valuation
Date,  using the  valuation  procedures  set forth in the Global  Equity  Fund's
currently effective prospectus and statement of additional information.

     (c) The net asset value of a share of  beneficial  interest of the Strategy
Fund Class A Shares, Strategy Fund Class B Shares, Strategy Fund Class C Shares,
and Strategy Fund Class Y Shares shall be determined to the nearest full cent as
of the Close of Business on the Valuation Date,  using the valuation  procedures
as set forth in the Strategy Fund's currently effective prospectus and statement
of additional information.

     3.   Closing and Valuation Date

     The  Valuation  Date shall be  _________  __,  200_,  or such later date as
mutually agreed to in writing by the Trust and Managed Trust.  The Closing shall
take place at the principal  office of UBS Global Asset Management (US) Inc., 51
West 52nd Street,  New York, New York 10019-6114,  at  approximately  10:00 a.m.
Eastern  time  on  the  first   business  day  following  the  Valuation   Date.
Notwithstanding  anything  herein  to the  contrary,  in the  event  that on the
Valuation Date (a) the NYSE shall be closed to trading or trading  thereon shall
be  restricted,  or (b) trading or the  reporting of trading on such exchange or
elsewhere  shall be disrupted  so that,  in the judgment of the Trust or Managed
Trust, accurate appraisal of the value of the net assets of the Strategy Fund or
the Global Equity Fund is  impracticable,  the Valuation Date shall be postponed
until the first  business day after the day when  trading  shall have been fully
resumed  without  restriction or disruption,  reporting shall have been restored
and accurate  appraisal of the value of the net assets of the Strategy  Fund and
the Global Equity Fund is  practicable  in the judgment of the Trust and Managed
Trust.  The Managed  Trust shall have provided for delivery as of the Closing of
those Net Assets of the Strategy  Fund to be  transferred  to the Global  Equity
Fund's custodian,  J. P. Morgan Chase Bank, 270 Park Avenue,  New York, New York
10017.  Also, the Managed Trust shall deliver at the Closing a list of names and
addresses  of the  shareholders  of  record  of  Strategy  Fund  Class A Shares,
Strategy  Fund Class B Shares,  Strategy  Fund Class C Shares and Strategy  Fund
Class Y Shares, and the number of shares of beneficial  interest of such classes
owned by each  such  shareholder,  indicating  thereon  which  such  shares  are
represented by outstanding certificates and which by book-entry accounts, all as
of the Close of Business on the Valuation Date, certified by its transfer agent,
or by its President or Vice President to the best of their knowledge and belief.
The Trust shall issue and deliver a certificate or  certificates  evidencing the
shares of the Global Equity Fund to be delivered at the Closing to said transfer
agent  registered  in such manner as the Managed  Trust may request,  or provide
evidence  satisfactory  to the  Managed  Trust  that such  shares of  beneficial
interest of the Global  Equity Fund have been  registered  in an open account on
the books of the Global  Equity  Fund in such  manner as the  Managed  Trust may
request.

     4. Representations and Warranties by the Managed Trust

     The Managed Trust represents and warrants to the Trust that:

     (a) The Managed  Trust is a business  trust  created  under the laws of The
Commonwealth of  Massachusetts on November 21, 1986, and is validly existing and
in good standing  under the laws of that  Commonwealth.  The Managed  Trust,  of
which the Strategy Fund is a diversified  separate  series,  is duly  registered
under the  Investment  Company Act of 1940,  as amended (the "1940 Act"),  as an
open-end management  investment company.  Such registration is in full force and
effect as of the date  hereof  and will be in full  force  and  effect as of the
Closing  and all of its  shares  sold have been sold  pursuant  to an  effective
registration  statement  filed  under the 1933 Act,  except for any shares  sold
pursuant  to the  private  offering  exemption  for the  purpose of raising  the
required initial capital.

     (b) The Managed Trust is authorized to issue an unlimited  number of shares
of beneficial  interest of the Strategy Fund, $0.001 par value. Each outstanding
share  of  the  Strategy   Fund  is  duly  and  validly   issued,   fully  paid,
non-assessable  and has full voting rights and,  except for any such shares sold
pursuant to the private offering  exemption for purposes of raising the required
initial capital, is fully transferable.

     (c) The financial  statements  appearing in the Strategy Fund Annual Report
to Shareholders for the fiscal year ended September 30, 2001, audited by Ernst &
Young LLP, and the unaudited financial statements appearing in the Strategy Fund
Semi-Annual  Report to  Shareholders  for the  six-month  period ended March 31,
2002,  copies of which have been  delivered  to the Trust,  fairly  present  the
financial  position  of the  Strategy  Fund as of the dates  indicated,  and the
results  of its  operations  for  the  periods  indicated,  in  conformity  with
generally  accepted  accounting  principles  applied on a consistent basis. When
available,  a copy of the  financial  statements  appearing in the Strategy Fund
Annual  Report to  Shareholders  for the fiscal year ended  September  30, 2002,
audited by Ernst & Young LLP, will be delivered to the Trust,  which will fairly
present the financial  position of the Strategy  Fund as of the date  indicated,
and the results of its operations for the period  indicated,  in conformity with
generally accepted accounting principles applied on a consistent basis.

     (d) The books and records of the Strategy Fund made  available to the Trust
and/or its counsel are true and correct in all material  respects and contain no
material  omissions  with respect to the business and operations of the Strategy
Fund.

     (e) The statement of assets and  liabilities to be furnished by the Managed
Trust as of the Close of  Business  on the  Valuation  Date for the  purpose  of
determining  the number of shares of  beneficial  interest of the Global  Equity
Fund to be issued pursuant to Section 1 hereof will  accurately  reflect the Net
Assets of the Strategy Fund and outstanding shares of beneficial interest, as of
such date, in conformity with generally accepted  accounting  principles applied
on a consistent basis.

     (f) At the Closing,  it will have good and  marketable  title to all of the
securities  and other  assets shown on the  statement of assets and  liabilities
referred to in subsection (e) above, free and clear of all liens or encumbrances
of any nature  whatsoever except such restrictions as might arise under the 1933
Act with respect to privately placed or otherwise restricted  securities that it
may have acquired in the ordinary course of business and such  imperfections  of
title or encumbrances as do not materially  detract from the value or use of the
assets subject thereto, or materially affect title thereto.

     (g) The Managed Trust has the necessary  power and authority to conduct its
business and the business of the Strategy Fund as such  businesses are now being
conducted.

     (h) The Managed Trust is not a party to or obligated under any provision of
its Amended and Restated Declaration of Trust, Restated By-laws, or any material
contract or any other material  commitment or obligation,  and is not subject to
any order or decree that would be violated by its  execution  of or  performance
under this Agreement and Plan of Reorganization.

     (i) The  Managed  Trust has full  power  and  authority  to enter  into and
perform its obligations under this Agreement, subject to approval of the Plan of
Reorganization  by the Strategy Fund's  shareholders.  Except as provided in the
immediately preceding sentence, the execution,  delivery and performance of this
Agreement have been duly and validly  authorized,  executed and delivered by it,
and  this  Agreement   constitutes  its  legal,  valid  and  binding  obligation
enforceable  against it in accordance with its terms,  subject as to enforcement
to the  effect of  bankruptcy,  insolvency,  reorganization,  arrangement  among
creditors, moratorium, fraudulent transfer or conveyance, and other similar laws
of general  applicability  relating  to or  affecting  creditor's  rights and to
general equity principles.

     (j)  Neither  the  Managed  Trust  nor  the  Strategy  Fund  is  under  the
jurisdiction  of a Court in a Title 11 or similar  case  within  the  meaning of
Section  368(a)(3)(A)  of the  Internal  Revenue  Code of 1986,  as amended (the
"Code").

     (k)  The   Managed   Trust  does  not  have  any   unamortized   or  unpaid
organizational fees or expenses that are allocable to the Strategy Fund.

     (l) The  Strategy  Fund has  since  its  inception  satisfied,  will at the
Closing  satisfy,  and  consummation  of the  transactions  contemplated by this
Agreement will not cause it to fail to satisfy, for any period, the requirements
of Subchapter M of the Code relating to qualification as a regulated  investment
company.

     (m) The Managed Trust, or its agents,  (i) holds a valid tax identification
number  certification  form for each Strategy Fund shareholder of record,  which
form can be  associated  with  reportable  payments made by the Strategy Fund to
such  shareholder,  and/or (ii) has otherwise timely  instituted the appropriate
backup  withholding  procedures with respect to such  shareholder as provided by
Section 3406 of the Code.

     5.   Representations and Warranties by the Trust

     The Trust represents and warrants to the Managed Trust that:

     (a) The Trust is a statutory trust (formerly known as a business trust) and
was created  under the laws of the State of Delaware on August 13, 1993,  and is
validly  existing and in good standing under the laws of that State.  The Trust,
of which the Global Equity Fund is a diversified  separate series of shares,  is
duly  registered  under  the 1940  Act,  as an  open-end  management  investment
company,  such registration is in full force and effect as of the date hereof or
will be in full force and effect as of the  Closing  and all of its shares  sold
have been sold pursuant to an effective  registration  statement filed under the
1933 Act, except for any shares sold pursuant to the private offering  exemption
for the purpose of raising the required initial capital.

     (b) The  Trust is  authorized  to issue an  unlimited  number  of shares of
beneficial  interest,  $0.001  par  value,  of  the  Global  Equity  Fund.  Each
outstanding  share of the Global Equity Fund is fully paid,  non-assessable  and
has full voting  rights and,  except for any shares sold pursuant to the private
offering  exemption  for purposes of raising the required  initial  capital,  is
fully transferable.  The shares of beneficial interest of the Global Equity Fund
to be issued pursuant to Section 1 hereof will, upon their issuance, be duly and
validly issued and fully paid and  non-assessable,  fully  transferable and have
full voting rights.

     (c) At the  Closing,  each class of shares of  beneficial  interest  of the
Global Equity Fund to be issued  pursuant to this Agreement will be eligible for
offering to the public in those states of the United States and jurisdictions in
which  the  corresponding  class of shares of the  Strategy  Fund are  presently
eligible for offering to the public, and there are an unlimited number of shares
registered  under the 1933 Act such that  there is a  sufficient  number of such
shares to permit the transfers contemplated by this Agreement to be consummated.

     (d) The statement of assets and liabilities of the Global Equity Fund to be
furnished by the Trust as of the Close of Business on the Valuation Date for the
purpose of determining the number of shares of beneficial interest of the Global
Equity Fund to be issued  pursuant to Section 1 hereof will  accurately  reflect
the net assets of the Global  Equity Fund and  outstanding  shares of beneficial
interest,  as of such date, in conformity  with  generally  accepted  accounting
principles applied on a consistent basis.

     (e) At the Closing, the Trust will have good and marketable title to all of
the securities and other assets shown on the statement of assets and liabilities
referred to in subsection (d) above, free and clear of all liens or encumbrances
of any nature whatsoever, except such restrictions as might arise under the 1933
Act with respect to privately placed or otherwise restricted  securities that it
may have acquired in the ordinary course of business and such  imperfections  of
title or encumbrances as do not materially  detract from the value or use of the
assets subject thereto, or materially affect title thereto.

     (f) The Trust has the necessary power and authority to conduct its business
and the  business  of the Global  Equity Fund as such  businesses  are now being
conducted.

     (g) The Trust is not a party to or  obligated  under any  provision  of its
Agreement and  Declaration of Trust,  By-laws,  or any material  contract or any
other  material  commitment  or  obligation,  and is not subject to any order or
decree that would be  violated by its  execution  of or  performance  under this
Agreement.

     (h) The Trust has full power and  authority  to enter into and  perform its
obligations  under this  Agreement.  The execution,  delivery and performance of
this Agreement have been duly and validly authorized,  executed and delivered by
it, and this  Agreement  constitutes  its legal,  valid and binding  obligation,
enforceable against it in accordance with its terms,  subject in all respects to
the  effects  of  bankruptcy,  insolvency,  reorganization,  arrangements  among
creditors, moratorium, fraudulent transfer or conveyance, and other similar laws
of  general  applicability  relating  to or  affecting  creditors  rights and to
general equity principles.

     (i) Neither the Trust nor the Global Equity Fund is under the  jurisdiction
of a  Court  in a Title  11 or  similar  case  within  the  meaning  of  Section
368(a)(3)(A) of the Code.

     (j) The books and records of the Global  Equity Fund made  available to the
Managed  Trust and/or its counsel are true and correct in all material  respects
and contain no material omissions with respect to the business and operations of
the Global Equity Fund.

     (k) The Global Equity Fund has since its inception  satisfied,  will at the
Closing  satisfy,  and  consummation  of the  transactions  contemplated by this
Agreement will not cause it to fail to satisfy, for any period, the requirements
of Subchapter M of the Code relating to qualification as a regulated  investment
company.

     6.   Representations and Warranties by the Managed Trust and the Trust

     The  Managed Trust and the Trust each  represents and warrants to the other
     that:

     (a)  There  are  no  legal,   administrative   or  other   proceedings   or
investigations  against it, or, to its  knowledge,  threatened  against it, that
would materially affect its financial condition or its ability to consummate the
transactions  contemplated by this Agreement.  It is not charged with, or to its
knowledge,  threatened  with,  any  violation or  investigation  of any possible
violation of any provisions of any federal,  state or local law or regulation or
administrative ruling relating to any aspect of its business.

     (b)  There are no known  actual or  proposed  deficiency  assessments  with
respect to any taxes payable by it.

     (c) It has duly and timely  filed,  on behalf of the  Strategy  Fund or the
Global  Equity Fund,  as  appropriate,  all Tax (as defined  below)  returns and
reports (including information returns),  which are required to be filed by such
Strategy Fund or Global Equity Fund, and all such returns and reports accurately
state the amount of Tax owed for the periods covered by the returns,  or, in the
case of information  returns,  the amount and character of income required to be
reported by such  Strategy Fund or Global Equity Fund. On behalf of the Strategy
Fund or the Global Equity Fund, as  appropriate,  it has paid or made  provision
and properly accounted for all Taxes (as defined below) due or properly shown to
be due on such returns and reports.  The amounts set up as provisions  for Taxes
in the  books  and  records  of the  Strategy  Fund or Global  Equity  Fund,  as
appropriate,  as of the Close of Business  on the  Valuation  Date will,  to the
extent required by generally accepted accounting  principles,  be sufficient for
the payment of all Taxes of any kind, whether accrued, due, absolute, contingent
or otherwise,  which were or which may be payable by the Strategy Fund or Global
Equity  Fund,  as  appropriate,  for any  periods or fiscal  years  prior to and
including  the Close of  Business on the  Valuation  Date,  including  all Taxes
imposed  before or after the Close of  Business on the  Valuation  Date that are
attributable to any such period or fiscal year. No return filed by it, on behalf
of the Strategy Fund or Global Equity Fund, as  appropriate,  is currently being
audited  by the  Internal  Revenue  Service  or by any  state  or  local  taxing
authority. As used in this Agreement, "Tax" or "Taxes" means all federal, state,
local and foreign  (whether  imposed by a country or  political  subdivision  or
authority  thereunder) income, gross receipts,  excise, sales, use, value added,
employment, franchise, profits, property, ad valorem or other taxes, stamp taxes
and  duties,  fees,  assessments  or  charges,  whether  payable  directly or by
withholding,  together with any interest and any penalties,  additions to tax or
additional  amounts imposed by any taxing  authority  (foreign or domestic) with
respect thereto.  To its knowledge,  there are no levies,  liens or encumbrances
relating to Taxes existing,  threatened or pending with respect to the assets of
the Strategy Fund or Global Equity Fund, as appropriate.

     (d) All information  provided to the Managed Trust by the Trust, and by the
Managed  Trust  to the  Trust,  for  inclusion  in,  or  transmittal  with,  the
Prospectus/Proxy  Statement  with  respect to this  Agreement  pursuant to which
approval of the Strategy Fund shareholders will be sought,  shall not contain an
untrue  statement of a material  fact, or omit to state a material fact required
to be  stated  in order to make the  statements  made  therein,  in light of the
circumstances under which they were made, not misleading.

     (e) Except in the case of the Managed Trust with respect to the approval of
the  Strategy  Fund's  shareholders  of the  Agreement,  no  consent,  approval,
authorization or order of any court or governmental  authority,  or of any other
person  or  entity,  is  required  for  the  consummation  of  the  transactions
contemplated by this  Agreement,  except as may be required by the 1933 Act, the
Securities  Exchange Act of 1934, as amended (the "1934 Act"),  the 1940 Act, or
state  securities  laws or Delaware  statutory trust or  Massachusetts  business
trust  laws  (including,  in the case of each of the  foregoing,  the  rules and
regulations thereunder).

     7. Covenants of the Managed Trust

     (a) The Managed  Trust  covenants  to operate the  business of the Strategy
Fund as presently conducted between the date hereof and the Closing.

     (b) The Managed  Trust  undertakes  that the Strategy Fund will not acquire
the shares of  beneficial  interest of the Global Equity Fund for the purpose of
making distributions thereof other than to the Strategy Fund's shareholders.

     (c) The Managed Trust  covenants  that by the Closing,  all of the Strategy
Fund's federal and other Tax returns and reports  required by law to be filed on
or before  such date shall have been filed and all federal and other Taxes shown
as due on said  returns  shall  have  either  been  paid or  adequate  liability
reserves shall have been provided for the payment of such Taxes.

     (d) The Managed Trust will at the Closing  provide the Trust with a copy of
the  shareholder  ledger  accounts,  including,  without  limitation,  the name,
address and taxpayer  identification  number of each shareholder of record,  the
number of shares held by each shareholder,  the dividend reinvestment  elections
applicable to each shareholder, and the backup withholding and nonresident alien
withholding  certifications,  notices or records on file with the Managed  Trust
with respect to each shareholder, for all shareholders of record of the Strategy
Fund shares as of the Close of Business on the Valuation Date, who are to become
shareholders  of the Global  Equity  Fund as a result of the  transfer of assets
that is the subject of this  Agreement,  certified by its transfer  agent or its
President or its Vice President to the best of their knowledge and belief.

     (e) The Managed Trust agrees to mail to each  shareholder  of record of the
Strategy Fund entitled to vote at the meeting of shareholders at which action on
this  Agreement  is  to  be  considered,  in  sufficient  time  to  comply  with
requirements as to notice thereof, a Prospectus/Proxy Statement that complies in
all material  respects  with the  applicable  provisions of Section 14(a) of the
1934 Act,  and  Section  20(a) of the 1940 Act,  and the rules and  regulations,
respectively, thereunder.

     (f) The  Managed  Trust  shall  supply to the Trust,  at the  Closing,  the
statement  of the  assets and  liabilities  described  in  Section  4(e) of this
Agreement in conformity with the requirements described in such Section.

     8. Covenants of the Trust

     (a) The Trust  covenants  that the  shares of  beneficial  interest  of the
Global  Equity Fund to be issued and  delivered to the Strategy Fund pursuant to
the terms of Section 1 hereof shall have been duly  authorized as of the Closing
and, when so issued and delivered,  shall be registered under the 1933 Act, duly
and validly issued, and fully paid and non-assessable, and no shareholder of the
Global Equity Fund shall have any statutory or contractual  preemptive  right of
subscription or purchase in respect thereof.

     (b) The Trust  covenants to operate the business of the Global  Equity Fund
as presently conducted between the date hereof and the Closing.

     (c) The Trust  covenants  that by the  Closing,  all of the  Global  Equity
Fund's federal and other tax returns and reports  required by law to be filed on
or before  such date shall have been filed and all federal and other taxes shown
as due on said  returns  shall  have  either  been  paid or  adequate  liability
reserves shall have been provided for the payment of such taxes.

     (d) The Trust  shall  supply to the  Managed  Trust,  at the  Closing,  the
statement of assets and liabilities  described in Section 5(d) of this Agreement
in conformity with the requirements described in such Section.

     (e) The Trust  will file with the United  States  Securities  and  Exchange
Commission (the  "Commission")  a Registration  Statement on Form N-14 under the
1933 Act  ("Registration  Statement"),  relating  to the  shares  of  beneficial
interest of the Global  Equity Fund  issuable  hereunder,  and will use its best
efforts  to  provide  that such  Registration  Statement  becomes  effective  as
promptly  as  practicable.  At the  time  such  Registration  Statement  becomes
effective,  it (i) will  comply in all  material  respects  with the  applicable
provisions  of the 1933 Act,  the 1934 Act and the 1940  Act,  and the rules and
regulations  promulgated  thereunder;  and  (ii)  will  not  contain  an  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements  therein not  misleading.  At
the  time  the  Registration  Statement  becomes  effective,  at the time of the
Strategy Fund's  shareholders'  meeting,  and at the Closing, the prospectus and
statement of additional  information included in the Registration Statement will
not contain an untrue  statement of a material  fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

     9.   Conditions  Precedent  to be  Fulfilled  by the Managed  Trust and the
          Trust


     The  obligations  of the  Managed  Trust and the Trust to  effectuate  this
Agreement  and the Plan of  Reorganization  hereunder  shall be  subject  to the
following respective conditions:

     (a) That (i) all the  representations  and  warranties  of the other  party
contained  herein shall be true and correct in all  material  respects as of the
Closing  with the same  effect as though  made as of and at such date;  (ii) the
other party shall have performed all  obligations  required by this Agreement to
be performed  by it at or prior to the Closing;  and (iii) the other party shall
have  delivered  to such party a  certificate  signed by the  President  or Vice
President and by the Secretary or equivalent officer to the foregoing effect.

     (b) That the other party shall have  delivered  to such party a copy of the
resolutions  approving  this  Agreement  adopted by the other  party's  Board of
Trustees, certified by the Secretary or equivalent officer.

     (c) That the  Commission  shall  not have  issued an  unfavorable  advisory
report under Section  25(b) of the 1940 Act, nor  instituted  nor  threatened to
institute   any   proceeding   seeking  to  enjoin  the   consummation   of  the
reorganization  contemplated  hereby under Section 25(c) of the 1940 Act, and no
other  legal,   administrative  or  other  proceeding  shall  be  instituted  or
threatened that would materially and adversely affect the financial condition of
either party or would prohibit the transactions contemplated hereby.

     (d) That this Agreement and the Plan of Reorganization and the transactions
contemplated  hereby shall have been approved by the  appropriate  action of the
shareholders  of the  Strategy  Fund at an  annual  or  special  meeting  or any
adjournment thereof.

     (e)  That  the  Strategy  Fund  shall  have  declared  a  distribution   or
distributions  prior to the  Valuation  Date that,  together  with all  previous
distributions, shall have the effect of distributing to its shareholders (i) all
of its ordinary  income and all of its capital gain net income,  if any, for the
period  from the close of its last  fiscal  year to the Close of Business on the
Valuation Date, and (ii) any undistributed  ordinary income and capital gain net
income from any prior period. Capital gain net income has the meaning given such
term by Section 1222(9) of the Code.

     (f) That prior to or at the Closing,  the Managed Trust and the Trust shall
receive an opinion from Stradley, Ronon, Stevens & Young, LLP ("Stradley Ronon")
to the effect that, provided the acquisition  contemplated hereby is carried out
in  accordance  with this  Agreement,  the laws of the State of Delaware and The
Commonwealth of Massachusetts,  and in accordance with customary representations
provided  by the  Managed  Trust  and the  Trust in  certificates  delivered  to
Stradley Ronon:

          (1) The acquisition by the Global Equity Fund of substantially  all of
     the assets and the  assumption of the  liabilities  of the Strategy Fund in
     exchange  solely for the Global Equity Fund shares to be issued pursuant to
     Section 1 hereof,  followed by the distribution by the Strategy Fund to its
     shareholders  of the Global Equity Fund shares in complete  liquidation  of
     the Strategy Fund, will qualify as a  reorganization  within the meaning of
     Section  368(a)(1) of the Code, and the Global Equity Fund and the Strategy
     Fund will each be a "party to the  reorganization"  within  the  meaning of
     Section 368(b) of the Code;

          (2) No gain or loss will be  recognized  by the Strategy Fund upon the
     transfer of  substantially  all of its assets to and the  assumption of the
     liabilities  by the Global  Equity Fund in  exchange  solely for the voting
     shares of the Global Equity Fund (to be issued in accordance with Section 1
     hereof) under Section 361(a) and Section 357(a) of the Code;

          (3) No gain or loss will be  recognized by the Global Equity Fund upon
     the receipt by it of substantially  all of the assets and the assumption of
     the  liabilities  of the  Strategy  Fund in exchange  solely for the voting
     shares of the Global Equity Fund (to be issued in accordance with Section 1
     hereof) under Section 1032(a) of the Code;

          (4) No gain or loss will be  recognized  by the Strategy Fund upon the
     distribution  of  the  Global  Equity  Fund  shares  to the  Strategy  Fund
     shareholders  in  accordance  with Section 1 hereof in  liquidation  of the
     Strategy Fund under Section 361(c)(1) of the Code;

          (5) The  basis of the  assets of the  Strategy  Fund  received  by the
     Global  Equity  Fund  will be the same as the  basis of such  assets to the
     Strategy Fund immediately prior to the exchange under Section 362(b) of the
     Code;

          (6) The holding  period of the assets of the Strategy Fund received by
     the Global  Equity Fund will  include the period  during  which such assets
     were held by the Strategy Fund under Section 1223(2) of the Code;

          (7) No gain or loss  will be  recognized  by the  shareholders  of the
     Strategy  Fund upon the exchange of their  shares in the Strategy  Fund for
     the  voting  shares  (including  fractional  shares  to  which  they may be
     entitled)  of the  Global  Equity  Fund (to be  issued in  accordance  with
     Section 1 hereof) under Section 354(a) of the Code;

          (8) The  basis  of the  Global  Equity  Fund  shares  received  by the
     Strategy Fund  shareholders in accordance with Section 1 hereof  (including
     fractional  shares to which they may be  entitled)  will be the same as the
     basis of the shares of the Strategy Fund  exchanged  therefor under Section
     358(a)(1) of the Code;

          (9) The holding  period of the Global  Equity Fund shares  received by
     the  Strategy  Fund's  shareholders  in  accordance  with  Section 1 hereof
     (including  fractional  shares to which they may be entitled)  will include
     the holding  period of the Strategy  Fund's shares  surrendered in exchange
     therefor,  provided  that the  Strategy  Fund shares were held as a capital
     asset on the date of the Reorganization  under Section 1223(l) of the Code;
     and

          (10) The Global  Equity Fund will  succeed to and take into account as
     of the date of the  transfer  (as defined in Section  1.381(b)-1(b)  of the
     regulations   issued  by  the  United  States   Treasury   (the   "Treasury
     Regulations"))  the items of the Strategy Fund  described in Section 381(c)
     of the  Code,  subject  to the  conditions  and  limitations  specified  in
     Sections 381, 382, 383 and 384 of the Code, and the Treasury Regulations.

     (g) That the Trust  shall have  received  an opinion in form and  substance
reasonably satisfactory to it from Dechert, counsel to the Managed Trust, to the
effect that,  subject in all respects to the effects of bankruptcy,  insolvency,
arrangement among creditors, moratorium,  fraudulent transfer or conveyance, and
other similar laws of general applicability  relating to or affecting creditors'
rights and to general equity principles:

          (1) The Managed  Trust was created as a business  trust under the laws
     of The  Commonwealth of  Massachusetts on November 21, 1986, and is validly
     existing  and in  good  standing  under  the  laws of The  Commonwealth  of
     Massachusetts;

          (2) The Managed Trust is  authorized  to issue an unlimited  number of
     shares of beneficial  interest,  $0.001 par value, of the Managed Trust and
     of the  Strategy  Fund.  Assuming  that the  initial  shares of  beneficial
     interest of the Strategy Fund were issued in accordance  with the 1940 Act,
     and the Amended and Restated  Declaration of Trust and Restated  By-laws of
     the  Managed  Trust,  and that all  other  such  outstanding  shares of the
     Strategy Fund were sold,  issued and paid for in accordance  with the terms
     of the Strategy Fund  prospectus in effect at the time of such sales,  each
     such   outstanding   share  is  duly  and  validly   issued,   fully  paid,
     non-assessable,  and except for any shares  sold  pursuant  to the  private
     offering exemption for purposes of raising the required initial capital, is
     fully transferable and has full voting rights;

          (3) The Managed  Trust is an open-end  management  investment  company
     registered as such under the 1940 Act;

          (4) Except as  disclosed in the Strategy  Fund's  currently  effective
     prospectus,  such counsel does not know of any material  suit,  action,  or
     legal or  administrative  proceeding  pending  or  threatened  against  the
     Managed  Trust,  the  unfavorable  outcome of which  would  materially  and
     adversely affect the Managed Trust or the Strategy Fund;

          (5) To such counsel's knowledge, no consent,  approval,  authorization
     or order of any court, governmental authority or agency is required for the
     consummation by the Managed Trust of the transactions  contemplated by this
     Agreement,  except such as have been obtained  under the 1933 Act, the 1934
     Act, the 1940 Act, and Massachusetts  laws (including,  in the case of each
     of the foregoing,  the rules and regulations thereunder) and such as may be
     required under state securities laws;

          (6) Neither the execution,  delivery nor performance of this Agreement
     by the Managed  Trust  violates  any  provision of its Amended and Restated
     Declaration  of Trust,  its  Restated  By-laws,  or the  provisions  of any
     agreement or other  instrument,  known to such counsel to which the Managed
     Trust is a party or by which the Managed Trust is otherwise bound; and

          (7) This Agreement has been duly and validly authorized,  executed and
     delivered by the Managed Trust and represents the legal,  valid and binding
     obligation  of the  Managed  Trust and is  enforceable  against the Managed
     Trust in accordance with its terms.

     In giving  the  opinions  set forth  above,  Dechert  may state  that it is
relying on  certificates  of the  officers of the  Managed  Trust with regard to
matters  of  fact  and  certain   certifications   and  written   statements  of
governmental officials with respect to the good standing of the Managed Trust.

     (h) That the  Managed  Trust  shall  have  received  an opinion in form and
substance  reasonably  satisfactory  to it from Stradley  Ronon,  counsel to the
Trust, to the effect that, subject in all respects to the effects of bankruptcy,
insolvency,  arrangement  among creditors,  moratorium,  fraudulent  transfer or
conveyance,  and other  similar  laws of general  applicability  relating  to or
affecting creditors' rights and to general equity principles:

          (1) The  Trust is a  statutory  trust  (formerly  known as a  business
     trust) and was  created  under the laws of the State of  Delaware on August
     13, 1993,  and is validly  existing and in good standing  under the laws of
     the State of Delaware;

          (2) The Trust is authorized to issue an unlimited  number of shares of
     beneficial interest,  $0.001 par value. Assuming that the initial shares of
     beneficial  interest of the Global  Equity  Fund were issued in  accordance
     with the 1940 Act and the Trust's  Agreement and  Declaration  of Trust and
     By-laws,  and that all other such  outstanding  shares of the Global Equity
     Fund were  sold,  issued and paid for in  accordance  with the terms of the
     Global Equity Fund's  prospectus in effect at the time of such sales,  each
     such   outstanding   share  is  duly  and  validly   issued,   fully  paid,
     non-assessable, freely transferable and has full voting rights;

          (3) The Trust is an open-end management  investment company registered
     as such under the 1940 Act;

          (4)  Except  as  disclosed  in  the  Global  Equity  Fund's  currently
     effective  prospectus,  such counsel  does not know of any  material  suit,
     action, or legal or administrative proceeding pending or threatened against
     the Trust, the unfavorable  outcome of which would materially and adversely
     affect the Trust or the Global Equity Fund;

          (5) The shares of beneficial  interest of the Global Equity Fund to be
     issued  pursuant to the terms of Section 1 hereof have been duly authorized
     and,  when issued and  delivered as provided in this  Agreement,  will have
     been duly and validly issued and fully paid and will be  non-assessable  by
     the Trust or the Global Equity Fund,  and to such counsel's  knowledge,  no
     shareholder has any preemptive right to subscription or purchase in respect
     thereof;

          (6) To such counsel's knowledge, no consent,  approval,  authorization
     or order of any court, governmental authority or agency is required for the
     consummation  by  the  Trust  of  the  transactions  contemplated  by  this
     Agreement,  except such as have been obtained  under the 1933 Act, the 1934
     Act, the 1940 Act, and Delaware laws (including, in the case of each of the
     foregoing, the rules and regulations thereunder and such as may be required
     under state securities laws);

          (7) Neither the execution,  delivery nor performance of this Agreement
     by the Trust  violates any provision of its Agreement  and  Declaration  of
     Trust, its By-laws, or the provisions of any agreement or other instrument,
     known to such  counsel  to which the Trust is a party or by which the Trust
     is otherwise bound; and

          (8) This Agreement has been duly and validly authorized,  executed and
     delivered  by the  Trust  and  represents  the  legal,  valid  and  binding
     obligation of the Trust and is enforceable  against the Trust in accordance
     with its terms.

     In giving the opinions set forth above, Stradley Ronon may state that it is
relying on  certificates  of the officers of the Trust with regard to matters of
fact and certain certifications and written statements of governmental officials
with respect to the good standing of the Trust.

     (i) That the Trust's  Registration  Statement with respect to the shares of
beneficial  interest of the Global  Equity Fund to be  delivered to the Strategy
Fund's  shareholders  in  accordance  with  Section 1 hereof  shall have  become
effective,  and no stop order  suspending the  effectiveness of the Registration
Statement or any amendment or supplement  thereto,  shall have been issued prior
to the Closing or shall be in effect at the Closing,  and no proceedings for the
issuance of such an order shall be pending or threatened on that date.

     (j) That the shares of beneficial  interest of the Global Equity Fund to be
delivered in accordance  with Section 1 hereof shall be eligible for sale by the
Trust with each state  commission  or agency  with  which  such  eligibility  is
required in order to permit the shares lawfully to be delivered to each Strategy
Fund shareholder.

     (k) That at the Closing, the Managed Trust, on behalf of the Strategy Fund,
transfers to the Global  Equity Fund  aggregate  Net Assets of the Strategy Fund
comprising  at least 90% in fair market value of the total net assets and 70% in
fair  market  value of the  total  gross  assets  recorded  on the  books of the
Strategy Fund at the Close of Business on the Valuation Date.

     10. Brokerage Fees and Expenses; Other Agreements

     (a) The Managed  Trust and the Trust each  represents  and  warrants to the
other that there are no broker or finders' fees payable by it in connection with
the transaction provided for herein.

     (b) The expenses of entering  into and carrying out the  provisions of this
Agreement,  whether or not  consummated,  shall be borne 50% by UBS Global Asset
Management  (US) Inc. The  remaining  50% of the  expenses of entering  into and
carrying out the provisions of this Agreement, whether or not consummated, shall
be borne  by the  Global  Equity  Fund and the  Strategy  Fund,  each to pay its
proportionate  share of the  expenses  based on the  relative  net assets of the
Global Equity Fund and Strategy  Fund as of the  Valuation  Date, if the Plan of
Reorganization is consummated or, as of the date this Agreement,  if the Plan of
Reorganization is not consummated.

     (c) Any other provision of this Agreement to the contrary  notwithstanding,
any  liability  of the Managed  Trust under this  Agreement  with respect to any
series of the Managed Trust, or in connection with the transactions contemplated
herein with respect to any series of the Managed Trust, shall be discharged only
out of the assets of that series of the Managed  Trust,  and no other  series of
the Managed Trust shall be liable with respect thereto.

     (d) Any other provision of this Agreement to the contrary  notwithstanding,
any  liability of the Trust under this  Agreement  with respect to any series of
the Trust,  or in  connection  with the  transactions  contemplated  herein with
respect to any series of the Trust,  shall be discharged  only out of the assets
of that  series of the Trust,  and no other  series of the Trust shall be liable
with respect thereto.

     11. Indemnification by the Managed Trust and the Strategy Fund

     The Managed  Trust and the Strategy Fund hereby agree to indemnify and hold
the Trust and the Global  Equity Fund and each of them  harmless  from all loss,
liability  and  expense  (including  reasonable  counsel  fees and  expenses  in
connection  with the contest of any claim) which the Trust or the Global  Equity
Fund may incur or sustain by reason of the fact that (i) the Trust or the Global
Equity Fund shall be required to pay any  obligation of the Managed Trust or the
Strategy Fund, whether consisting of Tax deficiencies or otherwise, based upon a
claim or claims against the Managed Trust or the Strategy Fund that were omitted
or not fully reflected in the financial  statements to be delivered to the Trust
in connection with the Closing;  (ii) any  representations or warranties made by
the  Managed  Trust  in  Sections  4 or 6  hereof  should  prove  to be false or
erroneous in any material  respect;  (iii) any covenant has been breached in any
material   respect;   or  (iv)  any  claim  is  made   alleging   that  (a)  the
Prospectus/Proxy Statement delivered to the shareholders of the Strategy Fund in
connection with this transaction, or (b) the Registration Statement on Form N-14
of which  such  Prospectus/Proxy  Statement  forms a part,  included  an  untrue
statement of a material  fact or omitted to state a material  fact  necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading,  except  insofar  as such  claim  is  based  on  written
information  furnished to the Managed Trust by the Trust, its investment adviser
or distributor.

     12.  Indemnification by the Trust and the Global Equity Fund

     The Trust and the Global Equity Fund hereby agree to indemnify and hold the
Trustees of the Managed  Trust and the  Strategy  Fund  harmless  from all loss,
liability  and  expenses  (including  reasonable  counsel  fees and  expenses in
connection  with the  contest  of any  claim)  which  the  Managed  Trust or the
Strategy  Fund  may  incur  or  sustain  by  reason  of the  fact  that  (i) any
representations or warranties made by the Trust in Sections 5 or 6 hereof should
prove false or  erroneous in any  material  respect;  (ii) any covenant has been
breached by the Trust or the Global  Equity  Fund in any  material  respect;  or
(iii)  any  claim  is made  alleging  that  (a) the  Prospectus/Proxy  Statement
delivered to the  shareholders  of the  Strategy  Fund in  connection  with this
transaction,  or (b) the  Registration  Statement  on Form  N-14 of  which  such
Prospectus/Proxy  Statement  forms a part,  included  an untrue  statement  of a
material  fact or  omitted  to  state a  material  fact  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading,  except  insofar as such claim is based on written  information
furnished  to  the  Trust  by the  Managed  Trust,  its  investment  adviser  or
distributor.

     13.  Notice of Claim of Indemnification

     In the event that any claim is made against the Trust or the Global  Equity
Fund in  respect  of which  indemnity  may be sought by the Trust or the  Global
Equity Fund from the Managed Trust, the Strategy Fund or the shareholders of the
Strategy  Fund  under  Section 11 of this  Agreement,  or, in the event that any
claim is made against the Managed Trust or the Strategy Fund in respect of which
indemnity may be sought by the Managed Trust or the Strategy Fund from the Trust
or the Global Equity Fund under Section 12 of this Agreement,  the party seeking
indemnification (the "Indemnified Party") shall, with reasonable  promptness and
before  payment of such claim,  give  written  notice of such claim to the other
party (the  "Indemnifying  Party").  If no  objection  as to the validity of the
claim is made in  writing to the  Indemnified  Party by the  Indemnifying  Party
within thirty (30) days after giving notice  hereunder,  then,  the  Indemnified
Party may pay such  claim  and  shall be  entitled  to  reimbursement  therefor,
pursuant to this  Agreement.  If, prior to the  termination  of such  thirty-day
period,  objection  in writing as to the  validity  of such claim is made to the
Indemnified  Party,  the Indemnified  Party shall withhold payment thereof until
the  validity  of the  claim  is  established  (i) to  the  satisfaction  of the
Indemnifying  Party;  or (ii) by a final  determination  of a court of competent
jurisdiction,  whereupon the  Indemnified  Party may pay such claim and shall be
entitled to  reimbursement  thereof,  pursuant to this Agreement;  or (iii) with
respect to any Tax claims,  within seven (7) calendar days following the earlier
of (A) an  agreement  between the Managed  Trust and the Trust that an indemnity
amount is payable,  (B) an assessment of a Tax by a taxing  authority,  or (C) a
"determination"  as defined in Section 1313(a) of the Code. For purposes of this
Section 13, the term "assessment" shall have the same meaning as used in Chapter
63 of the Code and Treasury Regulations thereunder,  or any comparable provision
under  the  laws  of the  appropriate  taxing  authority.  In the  event  of any
objection by the  Indemnifying  Party,  the  Indemnifying  Party shall  promptly
investigate the claim, and if it is not satisfied with the validity thereof, the
Indemnifying  Party shall conduct the defense against such claim.  All costs and
expenses   incurred  by  the   Indemnifying   Party  in  connection   with  such
investigation   and  defense  of  such  claim  shall  be  borne  by  it.   These
indemnification  provisions  are in addition to, and not in  limitation  of, any
other rights the parties may have under applicable law.

     14.  Termination; Waiver; Order

     (a) Anything  contained in this Agreement to the contrary  notwithstanding,
this Agreement may be terminated and the Plan of Reorganization abandoned at any
time  (whether  before or after  approval  thereof  by the  shareholders  of the
Strategy Fund) prior to the Closing as follows:

          (1) by mutual consent of the Managed Trust and the Trust in writing;

          (2) by the Trust if any  condition  precedent to its  obligations  set
     forth in  Section  9 has not  been  fulfilled  or  waived  by the  Trust in
     writing; or

          (3) by the Managed Trust if any condition precedent to its obligations
     set forth in  Section  9 has not been  fulfilled  or waived by the  Managed
     Trust in writing.

     (b) If the  transactions  contemplated  by this  Agreement  have  not  been
consummated by _________ __, 2003, this Agreement shall automatically  terminate
on that date,  unless a later  date is agreed to in writing by both the  Managed
Trust and the Trust.

     (c)  In  the  event  of  termination  of  this  Agreement  pursuant  to the
provisions  hereof,  the same shall become void and have no further effect,  and
there shall not be any  liability on the part of either the Managed Trust or the
Trust or persons who are their  trustees,  officers,  agents or  shareholders in
respect of this Agreement.

     (d) At any time prior to the  Closing,  any of the terms or  conditions  of
this  Agreement  may be  waived  by  either  the  Managed  Trust  or the  Trust,
respectively (whichever is entitled to the benefit thereof).

     (e) The respective  representations,  warranties and covenants contained in
Sections 4-8 hereof shall expire with, and be terminated by, the consummation of
the Plan of Reorganization.

     (f) If any order or orders of the Commission with respect to this Agreement
shall be issued  prior to the Closing and shall  impose any terms or  conditions
that are  determined  by action of the Board of Trustees of the Managed Trust or
the Board of Trustees of the Trust to be  acceptable,  such terms and conditions
shall be binding as if a part of this Agreement without further vote or approval
of the  shareholders of the Strategy Fund,  unless such further vote is required
by applicable law, or by mutual consent of the parties.

     15.  Final Tax  Returns and Forms 1099 of the  Strategy  Fund

     (a) After the Closing, the Managed Trust shall or shall cause its agents to
prepare  any  federal,  state or local Tax  returns,  including  any Forms 1099,
required to be filed by the Managed  Trust with respect to the  Strategy  Fund's
final  taxable  year  ending  with its  complete  liquidation  and for any prior
periods or taxable years and shall further cause such Tax returns and Forms 1099
to be duly filed with the appropriate taxing authorities.

     (b)  Notwithstanding  the  provisions  of  Section 1 hereof,  any  expenses
incurred by the Managed  Trust or the  Strategy  Fund (other than for payment of
Taxes) in  connection  with the  preparation  and filing of said Tax returns and
Forms 1099 after the Closing,  shall be borne by the Strategy Fund to the extent
such  expenses have been or should have been accrued by the Strategy Fund in the
ordinary  course without regard to the Plan of  Reorganization  contemplated  by
this Agreement.

     16. Cooperation and Exchange of Information

     The  Trust  and the  Managed  Trust  will  provide  each  other  and  their
respective  representatives  with such  cooperation and information as either of
them  reasonably  may  request of the other in filing any Tax  returns,  amended
return or claim for refund,  determining  a liability  for Taxes or a right to a
refund of Taxes or  participating in or conducting any audit or other proceeding
in respect of Taxes.  Each party or their  respective  agents  will retain for a
period of six (6) years  following  the Closing all returns,  schedules and work
papers and all material  records or other  documents  relating to Tax matters of
the  Strategy  Fund and Global  Equity Fund for its taxable  period first ending
after the Closing and for all prior taxable periods.

     17. Limitation of Liability under Massachusetts Law

     It is expressly  agreed that the  obligations  of the Managed Trust and the
Strategy  Fund  hereunder  shall  not be  binding  upon  any  of  the  trustees,
shareholders,  nominees,  officers,  agents,  or employees of the Managed  Trust
personally,  but shall bind only the trust  property of the  Strategy  Fund,  as
provided in the Amended and Restated  Declaration of Trust of the Managed Trust.
The  execution  and  delivery  of this  Agreement  have been  authorized  by the
Trustees  of the  Managed  Trust  on  behalf  of  Strategy  Fund and  signed  by
authorized   officers  of  the  Managed  Trust,  acting  as  such.  Neither  the
authorization by such Trustees, nor the execution and delivery by such officers,
shall be deemed to have been made by any of them  individually  or to impose any
liability on any of them  personally,  but shall bind only the trust property of
the  Strategy  Fund as  provided  in the Managed  Trust's  Amended and  Restated
Declaration of Trust.

     18. Entire Agreement and Amendments

     This Agreement  embodies the entire Agreement between the parties and there
are no  agreements,  understandings,  restrictions,  or  warranties  between the
parties other than those set forth herein or herein provided for. This Agreement
may be amended  only by mutual  consent of the parties in writing.  Neither this
Agreement  nor any  interest  herein may be assigned  without the prior  written
consent of the other party.

     19. Counterparts

     This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an  original,  but all such  counterparts  together  shall
constitute but one instrument.

     20. Notices

     Any notice,  report,  or demand  required or permitted by any  provision of
this  Agreement  shall be in  writing  and shall be deemed to have been given if
delivered or mailed,  first class postage prepaid,  addressed to the Trust at 51
West 52nd Street, New York, New York 10019-6114, Attention: Secretary, or to the
Managed Trust at 51 West 52nd Street, New York, New York 10019-6114,  Attention:
Secretary.

     21. Governing Law

     This Agreement  shall be governed by and carried out in accordance with the
laws of the State of Delaware.

     22. Effect of Facsimile Signature

     A facsimile  signature of an  authorized  officer of a party hereto on this
Agreement and/or any transfer document shall have the same effect as if executed
in the original by such officer.

     IN WITNESS  WHEREOF,  the Trust and  Managed  Trust have each  caused  this
Agreement  and Plan of  Reorganization  to be executed on its behalf by its duly
authorized officers, all as of the day and year first-above written.

                                                 THE UBS FUNDS, ON BEHALF
                                                 OF THE UBS GLOBAL EQUITY FUND
Attest:

____________________________________________     ____________________________________________

By:    _____________________________________     By:    _____________________________________

Title:   ___________________________________     Title:   ___________________________________





                                                 UBS MANAGED INVESTMENTS TRUST,
                                                 ON BEHALF OF THE UBS STRATEGY
                                                 FUND
Attest:

____________________________________________     ____________________________________________

By:    _____________________________________     By:    _____________________________________

Title:   ___________________________________     Title:   ___________________________________



                                                                       EXHIBIT B

[The  Prospectus  of the Global  Equity  Fund,  dated  September  30,  2002,  as
previously  filed via EDGAR,  is  incorporated  herein by reference  and will be
included with the mailing to shareholders.]




                                                                       EXHIBIT C

[The Annual Report to Shareholders of the Global Equity Fund for the fiscal year
ended June 30, 2002, as previously  filed via EDGAR, is  incorporated  herein by
reference and will be included with the mailing to shareholders.]






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PROXY                                                                      PROXY
                       SPECIAL MEETING OF SHAREHOLDERS OF
                                UBS STRATEGY FUND

                                 March 19, 2003

     This proxy is being  solicited  for the Board of  Trustees  of UBS  Managed
     Investments  Trust,  on behalf of its series,  the UBS Strategy  Fund,  and
     relates to the proposal indicated below. The undersigned hereby revokes all
     previous  proxies for his shares and  appoints as proxies  [_________]  and
     [_________],  and each of them (with the power of substitution) to vote for
     the undersigned all shares of beneficial interest of the undersigned in the
     UBS  Strategy  Fund at the Special  Meeting of  Shareholders  to be held at
     10:00 a.m.  Eastern time,  on March 19, 2003, at 51 West 52nd Street,  16th
     Floor,  New  York,  New  York  10019-6114,   and  any  adjournment  thereof
     ("Meeting"),  with all the power the  undersigned  would have if personally
     present.  The shares  represented by this card will be voted as instructed.
     UNLESS  INDICATED  TO THE  CONTRARY,  THIS  PROXY  SHALL BE DEEMED TO GRANT
     AUTHORITY TO VOTE "FOR" THE PROPOSAL RELATING TO THE  REORGANIZATION OF THE
     UBS  STRATEGY  FUND INTO THE UBS GLOBAL  EQUITY  FUND,  A SERIES OF THE UBS
     FUNDS. IF ANY OTHER MATTERS  PROPERLY COME BEFORE THE SPECIAL MEETING ABOUT
     WHICH  THE  PROXIES  WERE NOT  AWARE  PRIOR  TO THE  TIME OF  SOLICITATION,
     AUTHORIZATION IS GIVEN TO THE PROXIES TO VOTE IN THEIR DISCRETION.

                                    Vote via the Internet:  ____________________
                                    Vote via the Telephone:  ___________________
                                    Control Number:


                    Note:  If shares are held by an  individual,  sign your name
                    exactly  as it  appears  on this  card.  If shares  are held
                    jointly,  either  party may sign,  but the name of the party
                    signing  should  conform  exactly  to the name shown on this
                    card. If shares are held by a  corporation,  partnership  or
                    similar account, the name and the capacity of the individual
                    signing  should be  indicated  unless it is reflected in the
                    form of  registration.  For example:  "ABC Corp.,  John Doe,
                    Treasurer."


                                        Signature


                                        Signature (if held jointly)


                                        Date

             PLEASE MARK YOUR VOTE ON THE REVERSE SIDE OF THIS CARD



                        PLEASE SIGN, DATE AND RETURN YOUR
                                  PROXY TODAY.

                  Please detach at perforation before mailing.

Please  date and sign the  reverse  side of this proxy and return it promptly in
the  enclosed  envelope.  This  proxy  will not be voted  unless it is dated and
signed exactly as instructed.

When  properly  signed,  the  proxy  will be voted as  instructed  below.  If no
instruction is given for a proposal, voting will be made "For" that proposal.

The Board of Trustees recommends a vote FOR the following Proposal.

                                                      FOR    AGAINST    ABSTAIN
                                                      ---    -------    -------

 To   approve   an   Agreement   and  Plan  of        |_|      |_|        |_|
 Reorganization     between     UBS    Managed
 Investments  Trust,  on behalf of its series,
 UBS Strategy Fund (the "Strategy Fund"),  and
 The UBS Funds,  on behalf of its series,  UBS
 Global   Equity  Fund  (the  "Global   Equity
 Fund"),  that provides for the acquisition of
 substantially  all of the assets,  subject to
 the  liabilities,  of the  Strategy  Fund  in
 exchange  for  shares  of the  Global  Equity
 Fund, the  distribution of such shares to the
 shareholders  of the Strategy  Fund,  and the
 complete  liquidation  and dissolution of the
 Strategy Fund.

               PLEASE DATE AND SIGN THE REVERSE SIDE OF THIS CARD.



Part B
- ------
                       STATEMENT OF ADDITIONAL INFORMATION
                                       FOR
                                  THE UBS FUNDS
                             Dated January 19, 2003


Acquisition of the Assets of the
UBS STRATEGY FUND
(a series of UBS Managed Investments Trust)


By and in exchange for shares of the
UBS GLOBAL EQUITY FUND
(a series of The UBS Funds)


     This Statement of Additional  Information  ("SAI") relates  specifically to
the proposed acquisition (the "Transaction") of substantially all of the assets,
subject to the  liabilities,  of the UBS Strategy Fund (the "Strategy  Fund"), a
series of UBS Managed  Investments Trust (the "Managed Trust"),  in exchange for
shares of the UBS Global Equity Fund (the "Global Equity Fund"), a series of The
UBS Funds (the "Trust").

     This SAI also includes the following  documents,  which are attached to and
legally considered to be a part of this SAI:

          1.   Pro Forma Financial Statements reflecting the financial situation
               of the Global  Equity Fund  following the  Transaction  as if the
               Transaction had taken place on June 30, 2002.

          2.   Statement of  Additional  Information  of the Global Equity Fund,
               dated September 30, 2002.

          3.   Annual Report of the Global Equity Fund for the fiscal year ended
               June 30, 2002.

          4.   Annual  Report of the  Strategy  Fund for the  fiscal  year ended
               September 30, 2002.

     This SAI is not a Prospectus;  you should read this SAI in conjunction with
the  Prospectus/Proxy  Statement,  dated  January  19,  2003,  relating  to  the
Transaction. You can request a copy of the Prospectus/Proxy Statement by calling
1-800-647-1568  or by writing to the Global  Equity Fund at 51 West 52nd Street,
New York, New York 10019-6114.



Pro Forma Statement of Investments                                                                June 30, 2002




                                                 Shares                             Market Value
                                 -------------------------------------------------------------------------------
                                 Global Equity Strategy  Pro Forma  Global Equity Strategy Adjust-    Pro Forma
                                     Fund       Fund      Combined     Fund         Fund   ments (a)  Combined
- ----------------------------------------------------------------------------------------------------------------
Equities -- 96.42%
Aerospace & Military -- 0.03%
                                                                   ---------------------------------------------
Singapore Technologies Eng          137,000                137,000    149,655                            149,655
                                                                   ---------------------------------------------
Airlines -- 0.38%
                                                                   ---------------------------------------------
AMR Corp.                                       133,100    133,100                2,244,066            2,244,066
                                                                   ---------------------------------------------
Appliances  & Household
  Durables-- 0.03%
                                                                   ---------------------------------------------
Sony Corp.                            3,400                  3,400    179,559                            179,559
                                                                   ---------------------------------------------
Autos/Durables -- 1.52%
Nissan Motor Co. Ltd.                         1,206,000  1,206,000                8,350,895            8,350,895
Toyota Motor Corp.                   20,500                 20,500    543,885                            543,885
                                                                   ---------------------------------------------
                                                                      543,885     8,350,895            8,894,780
                                                                   ---------------------------------------------
Banks -- 12.54%
Abbey National PLC                   23,992                 23,992    282,328                            282,328
Banco Bilbao Vizcaya Argentaria      35,643     745,500    781,143    403,050     8,436,911            8,839,961
Banco Santander Central
  Hispano S.A.                       56,432                 56,432    448,085                            448,085
Bank of New York Co. Inc.             9,800                  9,800    330,750                            330,750
Bank of Yokohama Ltd.                24,000                 24,000    102,119                            102,119
Barclays PLC                         54,790                 54,790    461,010                            461,010
BNP Paribas S.A.                     11,800                 11,800    652,603                            652,603
Chinatrust Financial
  Holdings Co. Ltd.                           3,039,000  3,039,000                2,683,343            2,683,343
Fifth Third Bancorp.                            138,500    138,500                9,231,025            9,231,025
FleetBoston Financial Corp.          11,600                 11,600    375,260                            375,260
GreenPoint Financial Corp.            6,000                  6,000    294,600                            294,600
JP Morgan Chase & Co.                22,100                 22,100    749,632                            749,632
National Australia Bank              13,000                 13,000    454,350                            454,350
Royal Bank of Scotland Group PLC                667,600    667,600               18,932,135           18,932,135
US Bancorp                           18,300                 18,300    427,305                            427,305
Washington Mutual, Inc.                         216,300    216,300                8,026,893            8,026,893
Wells Fargo & Co.                    20,300     383,400    403,700  1,016,218    19,193,004           20,209,222
Westpac Banking Corp.                68,593                 68,593    625,372                            625,372
                                                                   ---------------------------------------------
                                                                    6,622,682    66,503,311           73,125,993
                                                                   ---------------------------------------------
Beverages & Tobacco -- 7.75%
Allied Domecq PLC                    34,867                 34,867    228,668                            228,668
Coca-Cola Co.                                   449,300    449,300               25,160,800           25,160,800
Foster's Group Ltd.                           1,055,200  1,055,200                2,804,296            2,804,296
Gallaher Group PLC                   79,583                 79,583    746,045                            746,045
PepsiCo Inc.                                    311,900    311,900               15,033,580           15,033,580
Philip Morris Companies Inc.         19,200                 19,200    838,656                            838,656
Swedish Match AB                     48,200                 48,200    398,586                            398,586
                                                                   ---------------------------------------------
                                                                    2,211,955    42,998,676           45,210,631
                                                                   ---------------------------------------------
Broadcasting &
  Publishing -- 4.26%
AOL Time Warner, Inc.                41,400   1,145,750  1,187,150    608,994    16,853,982           17,462,976
Elsevier NV                          48,057                 48,057    654,960                            654,960
Liberty Media Corp.                             563,400    563,400                5,634,000            5,634,000
McGraw-Hill Companies Inc.            8,300                  8,300    495,510                            495,510
News Corp. Ltd.                      35,960                 35,960    165,138                            165,138
Viacom, Inc.                          4,960                  4,960    220,521                            220,521
VNU N.V.                              7,457                  7,457    207,237                            207,237
                                                                   ---------------------------------------------
                                                                    2,352,360    22,487,982           24,840,342
                                                                   ---------------------------------------------
Business & Public
  Service -- 0.02%
                                                                   ---------------------------------------------
Brambles Industries PLC              24,860                 24,860    124,387                            124,387
                                                                   ---------------------------------------------
Chemicals -- 0.26%
Bayer AG                              6,090                  6,090    195,169                            195,169
BP PLC                               29,434                 29,434    247,213                            247,213
E.I. Du Pont De Nemours and Co.      10,400                 10,400    461,760                            461,760
Givaudan-Reg                            575                    575    231,808                            231,808
NOVA Chemicals Corp.                  6,900                  6,900    152,935                            152,935
Praxair Inc.                          3,800                  3,800    216,486                            216,486
                                                                   ---------------------------------------------
                                                                    1,505,371                          1,505,371
                                                                   ---------------------------------------------
Computer Software -- 5.54%
Bea Systems Inc.                     37,800     256,103    293,903    359,478     2,435,539            2,795,017
Cap Gemini S.A.                       4,200                  4,200    166,953                            166,953
Gemplus International S.A.           33,937                 33,937     48,598                             48,598
Microsoft Corp.                      17,200     455,800    473,000    940,840    24,932,260           25,873,100
Oracle Corp.                         26,700                 26,700    252,849                            252,849
Rational Software Corp.              12,000                 12,000     98,520                             98,520
SAP AG                                           31,150     31,150                3,047,582            3,047,582
Sun Microsystems Inc.                10,800                 10,800     54,108                             54,108
                                                                   ---------------------------------------------
                                                                    1,921,346    30,415,381           32,336,727
                                                                   ---------------------------------------------
Computer Systems -- 3.77%
Cisco Systems, Inc.                  12,300     600,800    613,100    171,585     8,381,160            8,552,745
Hewlett-Packard Co.                   8,791                  8,791    134,326                            134,326
International Business
  Machines Corp.                      6,500     139,400    145,900    468,000    10,036,800           10,504,800
Taiwan Semiconductor                            213,400    213,400                2,774,200            2,774,200
                                                                   ---------------------------------------------
                                                                      773,911    21,192,160           21,966,071
                                                                   ---------------------------------------------
Construction -- 3.69%
CRH PLC                              17,470                 17,470    284,679                            284,679



                                               Shares                               Market Value
                                 -------------------------------------------------------------------------------
                                 Global Equity Strategy  Pro Forma  Global Equity Strategy Adjust-    Pro Forma
                                     Fund       Fund      Combined     Fund         Fund   ments (a)  Combined
- ----------------------------------------------------------------------------------------------------------------
Cie De Saint Gobain                   6,552                  6,552    294,095                            294,095
Hanson PLC                                      841,800    841,800                6,012,967            6,012,967
Lafarge S.A.                                    149,000    149,000               14,834,552           14,834,552
Sekisui House Ltd.                   15,000                 15,000    110,254                            110,254
                                                                   ---------------------------------------------
                                                                      689,028    20,847,519           21,536,547
                                                                   ---------------------------------------------
Data Processing -- 0.00%
                                                                   ---------------------------------------------
Nortel Networks Corp.                15,500                 15,500     22,421                             22,421
                                                                   ---------------------------------------------

Electric Components -- 0.23%
Electrocomponents PLC                30,940                 30,940    173,319                            173,319
Murata Manufacturing Co. Ltd.         2,900                  2,900    186,301                            186,301
Minebea Co. Ltd.                     13,000                 13,000     76,356                             76,356
Philips Electronics NV               14,957                 14,957    417,590                            417,590
Rohn Co. Ltd.                         1,700                  1,700    253,738                            253,738
Texas Instruments Inc.                9,100                  9,100    215,670                            215,670
                                                                   ---------------------------------------------
                                                                    1,322,974                          1,322,974
                                                                   ---------------------------------------------
Electronics-- 1.84%
Intel Corp.                          10,200     569,000    579,200    186,354    10,395,630           10,581,984
Sanyo Electric Co. Ltd.              40,000                 40,000    174,537                            174,537
                                                                   ----------------------------------------------
                                                                      360,891    10,395,630           10,756,521
                                                                   ---------------------------------------------
Energy -- 5.57%
CMS Energy Corp.                     12,000                 12,000    131,760                            131,760
Conoco, Inc.                         11,500                 11,500    319,700                            319,700
ENI SPA                              47,631   1,462,100  1,509,731    757,347    23,204,368           23,961,715
Exxon Mobil Corp.                    12,800                 12,800    523,776                            523,776
Nabors Industries, Inc.                         173,000    173,000                6,106,900            6,106,900
Schlumberger Ltd.                     4,700                  4,700    218,550                            218,550
TotalFina ELF S.A.                    7,706                  7,706  1,251,152                          1,251,152
                                                                   ---------------------------------------------
                                                                    3,202,285    29,311,268           32,513,553
                                                                   ---------------------------------------------
Financial Services -- 7.09%
Aiful Corp.                           3,950                  3,950    259,027                            259,027
American International
  Group, Inc.                        14,147                 14,147    965,250                            965,250
Anthem Inc.                           3,700                  3,700    249,676                            249,676
Citigroup, Inc.                      33,400     580,700    614,100  1,294,250    22,502,125           23,796,375
Countrywide Credit
  Industries, Inc.                               57,200     57,200                2,759,900            2,759,900
DBS Group Holdings Ltd.              16,000                 16,000    112,293                            112,293
Fortis                                9,575                  9,575    205,011                            205,011
Freddie Mac                           7,000       7,000     14,000    428,400     9,822,600           10,251,000
Hartford Financial Services
  Group                               2,600                  2,600    154,622                            154,622
Household International Inc.         11,200                 11,200    556,640                            556,640
Morgan Stanley                        5,300                  5,300    228,324                            228,324
Muenchener Rueckver Ag                1,702                  1,702    403,413                            403,413
Orix Corp.                            3,100                  3,100    250,100                            250,100
Principal Financial Group            12,100                 12,100    375,100                            375,100
San Paolo IMI SPA                    34,296                 34,296    344,125                            344,125
Takefuji Corp.                        3,850                  3,850    267,566                            267,566
Yasuda Fire & Machine
  Insurance Co.                      27,000                 27,000    165,343                            165,343
                                                                   ---------------------------------------------
                                                                    6,259,140    35,084,625           41,343,765
                                                                   ---------------------------------------------
Food & House Products -- 1.08%
Compass Group PLC                    35,362                 35,362    214,531                            214,531
Kao Corp.                             6,000                  6,000    138,161                            138,161
Koninklijke Ahold NV                 20,883                 20,883    439,291                            439,291
Nestle S.A.- Registered               2,644                  2,644    616,454                            616,454
Safeway PLC                          62,704                 62,704    269,295                            269,295
Sara Lee Corp.                            1                      1         21                                 21
Unilever PLC                                    504,600    504,600                4,600,645            4,600,645
                                                                   ---------------------------------------------
                                                                    1,677,753     4,600,645            6,278,398
                                                                   ---------------------------------------------
Forest Products-- 2.71%
Stora Enso OYJ                                1,079,750  1,079,750               15,103,319           15,103,319
UPM-Kymmene OYJ                      17,900                 17,900    704,644                            704,644
                                                                   ---------------------------------------------
                                                                      704,644    15,103,319           15,807,963
                                                                   ---------------------------------------------
Health: Drugs -- 9.84%
Abbot Laboratories, Inc.             21,300                 21,300    801,945                            801,945
Allergan, Inc.                        5,300                  5,300    353,775                            353,775
Altana AG                             2,700                  2,700    146,498                            146,498
Aventis S.A.                          7,633     101,350    108,983    540,874     7,168,238            7,709,112
Bristol-Myers Squibb Co.              7,800                  7,800    200,460                            200,460
Cephalon, Inc.                        6,800                  6,800    307,360                            307,360
Eli Lilly & Co.                       2,800                  2,800    157,920                            157,920
Glaxosmithkline PLC                  12,506                 12,506    270,311                            270,311
Merck & Co. Inc.                      4,300                  4,300    217,752                            217,752
Novartis AG                           7,705     367,850    375,555    338,838    16,141,993           16,480,831
Novo-Nordisk A/S                      3,937                  3,937    130,328                            130,328
Pfizer, Inc.                          4,801     645,200    650,001    168,035    22,582,000           22,750,035
Pharmacia Corp.                                 157,600    157,600                5,902,120            5,902,120
Roche Holding AG-Genusschein          3,109                  3,109    235,008                            235,008
Sicor Inc.                           23,300                 23,300    431,982                            431,982
Takeda Chemical Industries            6,000                  6,000    263,307                            263,307
Wyeth                                20,600                 20,600  1,054,720                          1,054,720
                                                                   ---------------------------------------------
                                                                    5,619,113    51,794,351           57,413,464
                                                                   ---------------------------------------------


                                               Shares                               Market Value
                                 -------------------------------------------------------------------------------
                                 Global Equity Strategy  Pro Forma  Global Equity Strategy Adjust     Pro Forma
                                     Fund       Fund      Combined     Fund         Fund   ments (a)  Combined
- ----------------------------------------------------------------------------------------------------------------
Health: Non-Drugs -- 1.46%
Baxter International, Inc.           10,300                 10,300    457,835                            457,835
Beckman Coulter Inc.                  6,500                  6,500    324,350                            324,350
Johnson & Johnson                    23,002                 23,002  1,202,085                          1,202,085
Mayne Group Ltd.                     87,980                 87,980    204,483                            204,483
Medtronic Inc.                                  147,100    147,100                6,303,235            6,303,235
                                                                   ---------------------------------------------
                                                                    2,188,753     6,303,235            8,491,988
                                                                   ---------------------------------------------
Housing & Paper -- 0.10%
Svenska Cellulosa AB-B               10,850                 10,850    386,045                            386,045
MeadWestavo Corp.                     5,500                  5,500    184,580                            184,580
                                                                   ---------------------------------------------
                                                                      570,625                            570,625
                                                                   ---------------------------------------------
Industrial Components -- 4.04%
3M Co.                                          178,800    178,800               21,992,400           21,992,400
Illinois Tool Works, Inc.             8,100                  8,100    553,230                            553,230
Ingersoll-Rand Co. CL A               9,100                  9,100    415,506                            415,506
Masco Corp.                          11,800                 11,800    319,898                            319,898
Sandvik AB                           12,600                 12,600    314,640                            314,640
                                                                   ---------------------------------------------
                                                                    1,603,274    21,992,400           23,595,674
                                                                   ---------------------------------------------
Insurance -- 1.93%
Assicurazioni Generali                8,004     297,100    305,104    189,713     7,028,792            7,218,505
Hartford Financial Services
  Group Inc.                                     57,600     57,600                3,425,472            3,425,472
QBE Insurance Group Ltd.             36,500                 36,500    136,061                            136,061
Swiss Re-Reg                          2,786                  2,786    272,366                            272,366
United Health Group Inc.              2,400                  2,400    219,720                            219,720
                                                                   ---------------------------------------------
                                                                      817,860    10,454,264           11,272,124
                                                                   ---------------------------------------------
Internet Services--0.02%
                                                                   ---------------------------------------------
Sapient Corp.                       110,200                110,200    116,812                            116,812
                                                                   ---------------------------------------------
Machinery & Engineering -- 1.36%
Invensys PLC                         90,814                 90,814    123,201                            123,201
ITT Industries, Inc.                            110,700    110,700                7,815,420            7,815,420
                                                                   ---------------------------------------------
                                                                      123,201     7,815,420            7,938,621
                                                                   ---------------------------------------------
Metals-Mining -- 1.67%
                                                                   ----------------------------------------------
Companhia Vale do Rio Doce                      375,400    375,400                9,741,630            9,741,630
                                                                   ---------------------------------------------
Metals-Steel -- 0.02%
                                                                   ---------------------------------------------
Mitsui Mining & Smelting Co.         32,000                 32,000     95,311                             95,311
                                                                   ---------------------------------------------
Multi-Industry -- 0.25%
General Electric Co.                 21,600                 21,600    627,480                            627,480
Rolls-Royce PLC                     173,022                173,022    427,254                            427,254
Suez S.A.                             3,387                  3,387     90,315                             90,315
United Technologies Corp.             4,900                  4,900    332,710                            332,710
                                                                   ---------------------------------------------
                                                                    1,477,759                          1,477,759
                                                                   ---------------------------------------------
Real Estate -- 0.06%
Sun Hung Kai Properties Ltd.         19,000                 19,000    144,327                            144,327
Union du Credit-Bail Inmobilier       2,874                  2,874    177,397                            177,397
                                                                   ---------------------------------------------
                                                                      321,724                            321,724
                                                                   ---------------------------------------------
Recreation -- 0.07%
Fuji Photo Film Co. Ltd.             12,000                 12,000    387,452                            387,452
Royal Caribbean Cruises Ltd.            400                    400      7,800                              7,800
                                                                   ---------------------------------------------
                                                                      395,252                            395,252
                                                                   ---------------------------------------------
Retail/Apparel -- 8.67%
Carrefour S.A.                                  170,100    170,100                9,188,649            9,188,649
Compagnie Financiere                  7,537                  7,537    171,422                            171,422
Bed, Bath & Beyond, Inc.                         80,900     80,900                3,053,166            3,053,166
Costco Wholesale Corp.               11,400                 11,400    440,268                            440,268
Kingfisher PLC                       61,517                 61,517    296,548                            296,548
Matalan PLC                          18,532                 18,532     88,135                             88,135
Radioshack Corp.                     12,800                 12,800    384,768                            384,768
TJX Companies Inc.                   16,200                 16,200    317,682                            317,682
Walgreen Co.                                    170,100    170,100               10,997,961           10,997,961
Wal-Mart Stores                                 466,100    466,100               25,640,161           25,640,161
                                                                   ---------------------------------------------
                                                                    1,698,823    48,879,937           50,578,760
                                                                   ---------------------------------------------
Services/Miscellaneous -- 2.58%
Ascential Software Corp.                759                    759      2,118                              2,118
Benesse Corp.                        12,900                 12,900    235,700                            235,700
Computer Sciences Corp.               3,200                  3,200    152,960                            152,960
Dimension Data Holdings              88,188                 88,188     55,114                             55,114
Mitsubishi Corp.                              1,893,000  1,893,000               13,692,329           13,692,329
Omnicom Group                         4,100                  4,100    187,780                            187,780
Rentokil Initial PLC                 60,492                 60,492    246,195                            246,195
Vedior NV                            13,163                 13,163    181,996                            181,996
Viacom Inc. CL B (b)                  6,400                  6,400    283,968                            283,968
                                                                   ---------------------------------------------
                                                                    1,345,831    13,692,329           15,038,160
                                                                   ---------------------------------------------
Technology -- 0.07%
                                                                   ---------------------------------------------
Electronic Data Systems Corp.        11,500                 11,500    427,225             -              427,225
                                                                   ---------------------------------------------
Telecommunications -- 0.31%
BT Group PLC                         62,489                 62,489    240,035                            240,035
KDDI Corp.                               31                     31     95,695                             95,695

Nokia OYA                            39,900     458,250    498,150    583,983     6,694,489            7,278,472
Royal KPN NV                         53,591                 53,591    250,870                            250,870
Telenor ASA                          59,200                 59,200    209,842                            209,842
Vodafone Group plc                  295,455                295,455    405,325                            405,325
                                                                   ---------------------------------------------
                                                                    1,785,750     6,694,489            8,480,239
                                                                   ---------------------------------------------
Telecommunications
  Services -- 4.14%
Motorola, Inc.                       19,800                 19,800    285,516                            285,516
Nextel Communications Inc.           71,800                 71,800    230,478                            230,478
SBC Communications, Inc.             24,200     513,000    537,200    738,100    15,646,500           16,384,600
Telecom Italia                                  875,300    875,300                6,842,218            6,842,218
Verizon Communications, Inc.         10,200                 10,200    409,530                            409,530
                                                                   ---------------------------------------------
                                                                    1,663,624    22,488,718           24,152,342
                                                                   ---------------------------------------------
Transportation --1.12%
Exel PLC                              3,534     351,700    355,234     45,007     4,480,115            4,525,122
Burlington Northern Santa
  Fe Corp.                           23,800                 23,800    714,000                            714,000
Shell Transportation &
  Trading Co.                       127,682                127,682    963,395                            963,395
Stagecoach Holdings PLC             103,471                103,471     98,970                             98,970
West Japan Railway Co.                   62                     62    250,359                            250,359
                                                                   ---------------------------------------------
                                                                    2,071,731     4,480,115            6,551,846
                                                                   ---------------------------------------------
Utilities -- 2.19%
Consolidated Edison Inc.              9,100                  9,100    379,925                            379,925
Constellation Energy Group            5,000                  5,000    146,700                            146,700
Electricidad de Portugal S.A.       160,255                160,255    310,204                            310,204
First Energy Inc.                     9,407                  9,407    314,006                            314,006
FPL Group, Inc.                       5,200                  5,200    311,948                            311,948
Hong Kong Electric
  Holdings Corp.                     76,443                 76,443    285,681                            285,681
Iberdrola S.A.                                  740,600    740,600               10,768,185           10,768,185
Scottish & Southern Energy           21,291                 21,291    210,625                            210,625
Scottish Power PLC                    5,415                  5,415     29,116                             29,116
                                                                   ---------------------------------------------
                                                                    1,988,205    10,768,185           12,756,390
                                                                ------------------------------------------------
Total U.S. Equities       (Cost $54,425,065)(Cost $547,810,842) 54,935,119.66   524,640,550          579,575,670
                                                                ------------------------------------------------

Short-Term
  Investments -- 0.16%
UBS Supplementary Trust
Cash Management Prime                                              ---------------------------------------------
  Fund                              915,301                915,301    915,301                            915,301
                                                                   ---------------------------------------------
                             (Cost $915,301)

Repurchase Agreement with
  Societe Generale                          Face Amount
                                                                   ---------------------------------------------
- --0.55%                                       3,190,000  3,190,000                3,190,000            3,190,000
                                                                   ---------------------------------------------
                                               (Cost $3,190,000)


Total Investments          (Cost $55,340,366) (Cost $551,000,842)  55,850,421 527,830,550            583,680,971
Cash and other assets,
  less liablilities                                                   805,804 (1,058,013)  (60,000)     312,209)
                                                                   ---------------------------------------------
Net Assets-100%                                                    56,656,225 526,772,537  (60,000)  583,368,762

(a)  Management does not anticipate having to dispose of security positions for
     purposes of completing the reorganization.






UBS US Global Equity Fund
UBS Strategy Fund
Proforma Statement of Assets and Liabilities
June 30, 2002 (unaudited)
                                                          UBS US
                                                      Global Equity   UBS Strategy
                                                          Fund            Fund      Adjustment      Combined
                                                      ------------  -------------   ----------    -------------
Assets
Investments in securities, at value (
cost - $55,633,184 and
$551,000,842 respectively)                            $ 55,850,421  $ 527,830,550   $        -    $ 583,680,971
Cash                                                        33,811            818            -           34,629
Foreign currency holdings                                  193,862        313,247            -          507,109
Receivable for investments sold                          1,178,901              -            -        1,178,901
Dividends and interest receivable                          131,754      1,375,940            -        1,507,694
Receivable for shares sold                                  57,017         69,185            -          126,202
Net unrealized appreciation on forward
foreign currency transactions                              900,593              -                       900,593
Due from Advisor                                             5,318              -            -            5,318
Other assets                                                     -        174,233            -          174,233
                                                      ------------  -------------   ----------    -------------
Total assets                                            58,351,677    529,763,973            -      588,115,650
                                                      ------------  -------------   ----------    -------------
Liabilities
Payable for investments purchased                          834,596              -                       834,596
Payable for capital shares                                 773,706      2,238,305            -        3,012,011
Sec Lending rebate                                               -     31,302,410                             -
Payable to affilites                                        38,246        671,722                       709,968
Accrued expenses and other liabilities                      48,904         81,409       60,000          190,313
                                                      ------------  -------------   ----------    -------------
Total liabilities                                        1,695,452     34,293,846       60,000        4,746,888
                                                      ------------  -------------   ----------    -------------
Net assets                                              56,656,225    495,470,127            -      583,368,762

Common Stock/Beneficial interest shares of
$0.001 par value outstanding                            59,746,875  1,360,868,090            -    1,420,614,965
Accumulated undistributed  net investment
income                                                     881,437     (3,222,641)     (60,000)      (2,401,204)
Accumulated net realized losses from investment
transactions
and foreign currency transactions                       (5,392,524)  (807,742,562)           -     (813,135,086)
Net unrealized appreciation (depreciation)
of investments and foreign currency transactions         1,420,437    (23,130,350)           -      (21,709,913)
                                                      ------------  -------------   ----------    -------------
Net assets applicable to shares outstanding           $ 56,656,225  $ 526,772,537   $ (60,000)    $ 583,368,762
                                                      ============  =============   ==========    =============

  Class A:
Net assets                                            $ 15,173,431  $ 164,905,856       (21,550)  $ 180,057,737
                                                      ------------  -------------                 -------------

Shares outstanding                                       1,619,776     33,195,090   (15,591,257)(a$  19,223,609
                                                      ------------  -------------                 -------------
Net asset value and offering price per share          $       9.37  $        4.97                 $       9.37
                                                      ------------  -------------                 -------------

  Class B:
Net assets                                            $    417,713  $ 213,452,960       (23,277)  $ 213,847,396
                                                      ------------  -------------                 -------------
Shares outstanding                                          44,721     43,839,599   (20,986,995)(a$  22,897,325
                                                      ------------  -------------                 -------------
Net asset value and offering price per share          $       9.34  $        4.87                 $        9.34
                                                      ============  =============                 =============


  Class C:
Net assets                                            $    351,347  $ 144,424,073       (14,698)  $ 144,760,722
                                                      ------------  -------------                 -------------
Shares outstanding                                          37,660     29,659,160   (14,178,707)(a$  15,518,113
                                                      ------------  -------------                 -------------
Net asset value and offering price per share          $       9.33   $       4.87                        $ 9.33
                                                      ============  =============                 =============

  Class Y:
Net assets                                            $ 40,713,734  $   3,989,648          (475)  $  44,702,907
                                                      ------------  -------------                 -------------
Shares outstanding                                       4,298,670        797,514      (376,276)(a$   4,719,908
                                                      ------------  -------------                 -------------
Net asset and redemption value per share              $       9.47  $        5.00                 $        9.47
                                                      ============  =============                 =============



(a)  Acquisition  by UBS Global Equity Fund of UBS Strategy Fund and issuance of
     UBS Global Equity Fund shares in exchange for all of the outstanding shares
     of UBS Strategy Fund

                                             See accompanying notes to proforma financial statements


UBS Global Equity Fund
UBS Strategy Fund
Proforma Statement of Operations
June 30, 2002 (unaudited)
                                                 UBS               UBS
                                            Global Equity       Strategy
                                                Fund               Fund          Adjustments      Combined

Investment income:
  Dividend (net of withholding taxes of
    $63,687 and $423,738)                          $ 1,098,073     6,631,822    $         -        $ 7,729,895
  Interest                                              57,906       315,368              -            373,274
                                                  ------------  ------------      ---------       ------------
                                                     1,155,979     6,947,190              -          8,103,169
                                                  ------------  ------------      ---------       -----------

Expenses:
  Investment advisory and administration               472,933     3,584,335                         4,057,268
  Shareholder distribution and servicing
  fees                                                  78,323     3,635,964                         3,714,287
  Transfer agency and service                            5,753       844,353                           850,106
  Directors' fees                                        6,798         7,337              -  (b)        14,135
  Legal and audit                                       71,181        64,769        (30,000) (b)       105,950
  Reports and notices to shareholders                   53,383       230,198        (20,000) (b)       263,581
  Federal and state registration fees                   53,235        40,744        (10,000) (b)        83,979
  Custody and accounting                                24,638       133,339                           157,977
  Insurance expense                                          0        55,582                            55,582
  Interest expense                                           0             -                                 -
  Other expenses                                        18,018        27,025                            45,043
                                                  ------------  ------------      ---------       ------------
                                                       784,262     8,623,646        (60,000) (b)     9,347,908
  Less: fee waivers and reimbursements from
  investment adviser                                  (109,842)            -              -           (109,842)
  Earnings credits                                      (5,425)            -              -             (5,425)
                                                  ------------  ------------      ---------       ------------
  Net expenses                                         668,995     8,623,646        (60,000)         9,232,641
                                                  ------------  ------------      ---------       ------------
  Net investment income                                486,984    (1,676,456)       (60,000)        (1,129,472)
                                                  ------------  ------------      ---------       ------------
Realized and unrealized gains (losses)
from investment transactions:
  Net realized gains (losses) from investment
  transactions                                      (4,019,795)  (76,011,025)             -        (80,030,820)
  Net change in unrealized appreciation
  (depreciation) of investments                       (760,540)  147,680,363              -        146,919,823
                                                  ------------  ------------      ---------       ------------
Net realized and unrealized gains (losses)
 from investment activities                         (4,780,335)   71,669,338              -         66,889,003
                                                  ------------  ------------      ---------       ------------
Net increase (decrease) in net assets
resulting from operations                         $ (4,293,351) $ 69,992,882      $ (60,000)      $ 65,759,531
                                                  ============  ============      =========       ============



(b)  Certain pro forma basis expenses  reflect actual  expenses  incurred by the
     individual  Funds,  adjusted to reflect estimated cost savings arising from
     the merger.


             See accompanying notes to proforma financial statements


NOTE 1--Basis of Combination:

     At a  special  meeting  of  the  Board  of  Trustees  of  the  UBS  Managed
Investments Trust (the "Trust") held on November 11, 2002, the Board of Trustees
approved an Agreement and Plan of Reorganization  pursuant to which,  subject to
approval by the  shareholders of UBS Strategy Fund ("Strategy  Fund"),  Strategy
Fund will  transfer all of its assets,  subject to its  liabilities,  to the UBS
Global  Equity Fund (the "Fund"),  a series of The UBS Funds,  in exchange for a
number of shares of the Fund equal in value to the net assets of  Strategy  Fund
(the  "Exchange").  Shares of the Fund then will be distributed to Strategy Fund
shareholders on a pro rata basis in liquidation of Strategy Fund.

     The  Exchange  will be  accounted  for as a tax-free  merger of  investment
companies.  The unaudited pro forma  statement of  investments  and statement of
assets and liabilities  reflect the financial  position of the Fund and Strategy
Fund at June 30, 2002. The unaudited pro forma statement of operations  reflects
the results of operations of the Fund for the twelve months ended June 30, 2002,
and  Strategy  Fund for the  period  October  1,  2001 to June 30,  2002.  These
statements  have been  derived  from the  Funds'  respective  books and  records
utilized in calculating daily net asset value at the dates indicated above under
generally  accepted  accounting  principles.  The historical  cost of investment
securities  will be carried  forward to the Fund,  as the  surviving  entity and
results  of  operations  of the Fund  for  pre-combination  periods  will not be
restated.  The fiscal year ends for the Fund and  Strategy  Fund are June 30 and
September 30, respectively.

     The   pro  forma   statement  of  investments,   statement  of  assets  and
liabilities and statement of operations  should be read in conjunction  with the
historical  financial  statements  of the  funds  included  or  incorporated  by
reference in the respective  Statements of Additional  Information of the funds.
The pro forma combined  financial  statements are presented for information only
and may not necessarily be representative of what the actual combined  financial
statements would have been had the reorganization occurred at June 30, 2002.

NOTE 2--Portfolio Valuation:

     Securities for which market  quotations are readily available are valued at
the last  available  sales  price on the  exchange  or market on which  they are
principally traded, or lacking any sales, at the last available bid price on the
exchange or market on which such securities are principally  traded. U.S. equity
securities  traded  over-the-counter  are  valued at the most  recent bid price.
Investments in affiliated  investment  companies are valued at the daily closing
net asset value of the respective fund.  Securities for which market  quotations
are not readily available,  including restricted securities which are subject to
limitations  on their sale, are valued at fair value as determined in good faith
by or  under  the  direction  of  the  respective  trust's  Board  of  Trustees.
Short-term  obligations  with a  maturity  of 60  days  or less  are  valued  at
amortized cost, which approximates market value.


NOTE 3--Shares of Beneficial Interest:

     The pro forma net asset  value  per  share  assumes  56,358,128  additional
shares of  beneficial  interest of the Fund were issued in  connection  with the
Exchange  as of June 30,  2002.  The pro forma  number of shares  that  would be
issuable was  calculated by dividing the net assets of Strategy Fund at June 30,
2002 by the net asset  value  per share per class of the Fund at June 30,  2002.
The pro forma  combined  number of Class A,  Class B, Class C and Class Y shares
outstanding of 19,223,609,  22,897,325,  15,518,113 and 4,719,908  respectively,
consists of 17,603,833, 22,852,604, 15,480,453 and 421,238 shares, respectively,
issuable  to  Strategy  Fund as a result of the  merger and  1,619,776,  44,721,
37,660 and 4,298,670  shares,  respectively of the Fund  outstanding at June 30,
2002.

NOTE 4--Pro Forma Operating Expenses:

     The  accompanying  pro forma financial  statements  reflect changes in fund
expenses  as if the  merger had taken  place on June 30,  2002.  Although  it is
anticipated that there will be an elimination of certain duplicative expenses as
a  result  of the  Exchange,  the  actual  amount  of such  expenses  cannot  be
determined because it is not possible to predict the cost of future operations.

NOTE 5--Merger Costs:

     Merger costs are estimated at approximately $60,000 and are not included in
the pro forma statement of operations since these costs are not recurring. These
costs  represent  the  estimated  expenses  of  the  Funds  carrying  out  their
obligations  under the  Exchange and consist of  management's  estimate of legal
fees,  accounting  fees,  printing  costs and  mailing  charges  related  to the
Exchange.


NOTE 6--Federal Income Taxes:

     Each fund has elected to be taxed as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code").  After the Exchange,
the Fund intends to continue to qualify as a regulated  investment  company,  if
such  qualification is in the best interests of its  shareholders,  by complying
with the provisions  available to certain  investment  companies,  as defined in
applicable  sections of the Code,  and to make  distributions  of taxable income
sufficient to relieve it from all, or substantially all, Federal income taxes.

     The identified cost of investments for the Funds is substantially  the same
for both financial  accounting and Federal income tax purposes.  The tax cost of
investments will remain unchanged for the combined entity.



[The  Statement of  Additional  Information  for the Global  Equity Fund,  dated
September  30, 2002,  as previously  filed via EDGAR is  incorporated  herein by
reference and will be mailed to any shareholder who requests this SAI.]


[The Annual  Report of the Global Equity Fund for the fiscal year ended June 30,
2002, as previously filed via EDGAR is incorporated herein by reference and will
be mailed to any shareholder who requests this SAI.]


[The Annual Report of the Strategy Fund for the fiscal year ended  September 30,
2002 as previously filed via EDGAR is incorporated  herein by reference and will
be mailed to any shareholder who requests this SAI.]


                                OTHER INFORMATION

Item 15. Indemnification

     Indemnification  of the  Registrant's  Trustees is provided  for in Article
     VII, Sections 2 through 4 of the Registrant's  Agreement and Declaration of
     Trust dated August 9, 1993, as amended through May 21, 2001, as follows:

     Section 2. Indemnification and Limitation of Liability.  The Trustees shall
     not be responsible or liable in any event for any neglect or wrong-doing of
     any  officer,  agent,  employee,  Manager or Principal  Underwriter  of the
     Trust,  nor shall any Trustee be responsible for the act or omission of any
     other Trustee,  and, subject to the provisions of the Bylaws, the Trust out
     of its assets may  indemnify  and hold  harmless each and every Trustee and
     officer of the Trust from and against any and all claims,  demands,  costs,
     losses,  expenses, and damages whatsoever arising out of or related to such
     Trustee's  performance  of his or her duties as a Trustee or officer of the
     Trust;  provided  that  nothing  herein  contained  shall  indemnify,  hold
     harmless or protect any Trustee or officer from or against any liability to
     the Trust or any  Shareholder to which he or she would otherwise be subject
     by reason of willful  misfeasance,  bad faith, gross negligence or reckless
     disregard of the duties involved in the conduct of his or her office.

     Every note,  bond,  contract,  instrument,  certificate or undertaking  and
     every  other  act or thing  whatsoever  issued,  executed  or done by or on
     behalf of the Trust or the Trustees or any of them in  connection  with the
     Trust shall be  conclusively  deemed to have been issued,  executed or done
     only in or with  respect to their or his or her  capacity  as  Trustees  or
     Trustee,  and such  Trustees  or  Trustee  shall not be  personally  liable
     thereon.

     Section 3. Trustee's Good Faith Action,  Expert Advice,  No Bond or Surety.
     The  exercise by the Trustees of their  powers  hereunder  shall be binding
     upon everyone  interested in or dealing with the Trust.  A Trustee shall be
     liable  to the  Trust  and to any  Shareholder  solely  for  his or her own
     willful  misfeasance,  bad faith, gross negligence or reckless disregard of
     the duties  involved  in the conduct of the office of Trustee and shall not
     be liable for errors of judgment or mistakes of fact or law.  The  Trustees
     may take advice of counsel or other experts with respect to the meaning and
     operation of this  Declaration of Trust and shall be under no liability for
     any act or  omission  in  accordance  with such  advice nor for  failing to
     follow such advice.  The Trustees shall not be required to give any bond as
     such, nor any surety if a bond is required.

     Section 4.  Insurance.  The Trustees shall be entitled and empowered to the
     fullest extent permitted by law to purchase with Trust assets insurance for
     liability and for all expenses,  reasonably incurred or paid or expected to
     be paid by a Trustee or officer in connection with any claim,  action, suit
     or proceeding  in which he or she becomes  involved by virtue of his or her
     capacity or former capacity with the Trust,  whether or not the Trust would
     have the power to  indemnify  him or her against such  liability  under the
     provisions of this Article.

     Indemnification  of  Registrant's  custodian,  transfer  agent,  accounting
     services  provider,  administrator  and distributor  against certain stated
     liabilities is provided until May 9, 1997 under the following documents:

     (a)  Section 12 of Accounting  Services  Agreement,  between the Registrant
          and  Fund/Plan  Services,  Inc.,  incorporated  herein by reference to
          Post-Effective Amendment No. 16 to Registrant's Registration Statement
          on Form N-1A (File Nos. 33-47287 and 811-6637),  Exhibit 9(c) as filed
          electronically on February 15, 1996.

     (b)  Section 8 of  Administration  Agreement  between  the  Registrant  and
          Fund/Plan  Services,   Inc.,   incorporated  herein  by  reference  to
          Post-Effective Amendment No. 16 to Registrant's Registration Statement
          on Form N-1A (File Nos. 33-47287 and 811-6637),  Exhibit 9(b) as filed
          electronically on February 15, 1996.

     (c)  Section 14 of Custodian  Agreement  between the Registrant and Bankers
          Trust  Company,  incorporated  herein by reference  to  Post-Effective
          Amendment No. 13 to Registrant's  Registration  Statement on Form N-1A
          (File Nos. 33-47287 and 811-6637), Exhibit Nos. 8(a) and 8(b) as filed
          electronically on September 20, 1995.

     (d)  Section 19 of Shareholder  Services  Agreement between  Registrant and
          Fund/Plan  Services,   Inc.,   incorporated  herein  by  reference  to
          Post-Effective Amendment No. 16 to Registrant's Registration Statement
          on Form N-1A (File Nos. 33-47287 and 811-6637),  Exhibit 9(a) as filed
          electronically on February 15, 1996.

     (e)  Section  8  of  the  Underwriting  Agreement  between  Registrant  and
          Fund/Plan Broker Services,  Inc. are incorporated  herein by reference
          to  Post-Effective  Amendment  No.  16  to  Registrant's  Registration
          Statement on Form N-1A (File Nos. 33-47287 and 811-6637),  Exhibit No.
          (6) as filed electronically on February 15, 1996.

     Effective May 10, 1997, indemnification of Registrant's custodian, transfer
     agent, accounting services provider,  administrator and distributor against
     certain stated liabilities is provided for in the following documents:

     (a)  Sections I.8(a),  I.8(c)(iii),I.10,  II.A.2,  II.B.5,  II.C.6, III.1.,
          III.2.(b) through  III.2.(e),  III.4.(e) and III.9.(b) of the Multiple
          Services  Agreement dated May 9, 1997, as amended through December 10,
          1998, between Morgan Stanley Trust Company,  as succeeded by The Chase
          Manhattan  Bank,  and the  Registrant  on behalf of each series of the
          Registrant is  incorporated by reference to  Post-Effective  Amendment
          No. 25 to  Registrant's  Registration  Statement  on Form  N-1A  (Nos.
          33-47287 and 811-6637) as filed electronically on March 1, 1999.

     Effective  November 5, 2001,  indemnification  of Registrant's  distributor
     against  certain  stated  liabilities  is  provided  for in  the  following
     document:

     (a)  Section 9(a) of the Principal Underwriting Contract between UBS Global
          Asset Management (US) Inc. and the Registrant on behalf of each series
          dated November 5, 2001 is incorporated by reference to  Post-Effective
          Amendment No. 37 to Registrant's  Registration  Statement on Form N-1A
          (Nos. 33-47287 and 811-6637) as filed electronically on July 19, 2002.

     Effective August 20, 2001,  indemnification of Registrant's  transfer agent
     against  certain  stated  liabilities  is  provided  for in  the  following
     document:

     (a)  Section 12 of the  Transfer  Agency  and  Related  Services  Agreement
          between UBS Global Asset  Management  (US) Inc. and the  Registrant on
          behalf  of each  series  dated  August  20,  2001 is  incorporated  by
          reference  to   Post-Effective   Amendment  No.  38  to   Registrant's
          Registration  Statement on Form N-1A (Nos.  33-47287 and  811-6637) as
          filed electronically on July 19, 2002.

Item 16. Exhibits

     1.   Charter Documents.

          A.   (1)  Certificate  of  Trust of the  Registrant  dated  August  9,
                    1993,  as filed with the Office of the Secretary of State of
                    the State of Delaware on August 13,  1993,  is  incorporated
                    herein by reference to  Post-Effective  Amendment  No. 21 to
                    Registrant's  Registration  Statement  on  Form  N-1A  (Nos.
                    33-47287 and 811-6637) as filed electronically with the U.S.
                    Securities and Exchange  Commission ("SEC") on September 15,
                    1998.

               (2)  Amendment to  Certificate  of Trust dated  February 15, 2002
                    changing the Trust's name to The UBS Funds,  is incorporated
                    herein by reference to  Post-Effective  Amendment  No. 39 to
                    Registrant's  Registration  Statement  on  Form  N-1A  (Nos.
                    33-47287 and 811-6637) as filed electronically with the U.S.
                    Securities and Exchange Commission on September 30, 2002.

          B.   (1)  Agreement  and  Declaration  of  Trust  (the  "Declaration")
                    dated August 19, 1993, as amended  through  August 24, 1998,
                    of the  Registrant  is  incorporated  herein by reference to
                    Post-Effective Amendment No. 21 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on September 15, 1998.

               (2)  Amendment  No. 1 to the  Declaration,  dated May 21, 2001 is
                    incorporated herein by reference to Post-Effective Amendment
                    No. 34 to Registrant's  Registration  Statement on Form N-1A
                    (Nos.  33-47287 and 811-6637) as filed  electronically  with
                    the SEC on July 31, 2001.

               (3)  Amendment  No. 2 to the  Declaration  dated July 29, 2002 to
                    change the  principal  place of  business  of the Trust,  is
                    incorporated herein by reference to Post-Effective Amendment
                    No. 39 to Registrant's  Registration  Statement on Form N-1A
                    (Nos.  33-47287 and 811-6637) as filed  electronically  with
                    the SEC on September 30, 2002.

          C.   Certificates   of  the   Secretary/Assistant   Secretary  of  the
               Registrant re: applicable resolutions pertaining to:

               (a)  Meeting held August 9, 1993  designating  initial  eight (8)
                    Series of shares (from The UBS Funds,  Inc.) is incorporated
                    herein by reference to  Post-Effective  Amendment  No. 21 to
                    Registrant's  Registration  Statement  on  Form  N-1A  (Nos.
                    33-47287 and 811-6637) as filed  electronically with the SEC
                    on September 15, 1998.

               (b)  Meeting held  November 8, 1993  creating  Class B Shares and
                    redesignating  Class A  Shares  is  incorporated  herein  by
                    reference to Post-Effective Amendment No. 21 to Registrant's
                    Registration  Statement  on Form  N-1A  (Nos.  33-47287  and
                    811-6637) as filed  electronically with the SEC on September
                    15, 1998.

               (c)  Meeting  held  February 21, 1995 adding Class A and B shares
                    to the  Brinson  Short-Term  Global  Income Fund and Brinson
                    U.S. Cash  Management Fund and adding Class C shares for all
                    Series is incorporated herein by reference to Post-Effective
                    Amendment No. 21 to Registrant's  Registration  Statement on
                    Form   N-1A   (Nos.   33-47287   and   811-6637)   as  filed
                    electronically with the SEC on September 15, 1998.

               (d)  Meeting  held May 22, 1995  redesignating  Class A shares to
                    Brinson  Class  shares and Class C shares to SwissKey  Class
                    shares is incorporated herein by reference to Post-Effective
                    Amendment No. 21 to Registrant's  Registration  Statement on
                    Form   N-1A   (Nos.   33-47287   and   811-6637)   as  filed
                    electronically with the SEC on September 15, 1998.

               (e)  Unanimous  written consent of Trustees  executed on July 27,
                    1995   changing   the  names  of  Series,   as  follows  and
                    redesignating  the  Brinson  Class  and  SwissKey  Class  is
                    incorporated herein by reference to Post-Effective Amendment
                    No. 21 to Registrant's  Registration  Statement on Form N-1A
                    (Nos.  33-47287 and 811-6637) as filed  electronically  with
                    the SEC on September 15, 1998:

                    (i)  Redesignation  of the Brinson Global Fund to the Global
                         Fund;
                    (ii) Redesignation  of the  Brinson  Global Bond Fund to the
                         Global Bond Fund;
                    (iii)Redesignation  of the Brinson  Non-U.S.  Equity Fund to
                         the Non-U.S. Equity Fund;
                    (iv) Redesignation  of the Brinson Global Equity Fund to the
                         Global Equity Fund;
                    (v)  Redesignation  of the Brinson  U.S.  Equity Fund to the
                         U.S. Equity Fund;
                    (vi) Redesignation of the Brinson U.S.  Balanced Fund to the
                         U.S. Balanced Fund;
                    (vii)Redesignation  of the  Brinson  U.S.  Bond  Fund to the
                         U.S. Bond Fund.

               (f)  Meeting   held   November  20,  1995   eliminating   Brinson
                    Short-Term  Global  Income  Fund is  incorporated  herein by
                    reference to Post-Effective Amendment No. 21 to Registrant's
                    Registration  Statement  on Form  N-1A  (Nos.  33-47287  and
                    811-6637) as filed  electronically with the SEC on September
                    15, 1998.

               (g)  Meeting  held  August  26,  1996   eliminating   U.S.   Cash
                    Management  Fund  and  Non-U.S.  Bond  Fund is  incorporated
                    herein by reference to  Post-Effective  Amendment  No. 21 to
                    Registrant's  Registration  Statement  on  Form  N-1A  (Nos.
                    33-47287 and 811-6637) as filed  electronically with the SEC
                    on September 15, 1998.

               (h)  Meeting held May 19, 1997  redesignating  Brinson Fund Class
                    as Brinson Fund -- Class I and adding  Brinson Fund -- Class
                    N is  incorporated  herein by  reference  to  Post-Effective
                    Amendment No. 21 to Registrant's  Registration  Statement on
                    Form   N-1A   (Nos.   33-47287   and   811-6637)   as  filed
                    electronically with the SEC on September 15, 1998.

               (i)  Meeting   held   November   24,  1997   adding  U.S.   Large
                    Capitalization  Equity Fund and adding Brinson Fund -- Class
                    I Shares,  SwissKey  Fund Class and Brinson  Fund -- Class N
                    Shares to such Series is incorporated herein by reference to
                    Post-Effective Amendment No. 21 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on September 15, 1998.

               (j)  Meeting held August 24, 1998 approving  redesignation of the
                    SwissKey  Class  to  the  UBS  Investment   Funds  Class  is
                    incorporated herein by reference to Post-Effective Amendment
                    No. 27 to Registrant's  Registration  Statement on Form N-1A
                    (Nos.  33-47287 and 811-6637) as filed  electronically  with
                    the SEC on May 3, 1999.

               (k)  Meeting held August 24, 1998 approving  redesignation of the
                    Non-U.S.  Equity Fund to the Global (ex-U.S.) Equity Fund is
                    incorporated herein by reference to Post-Effective Amendment
                    No. 27 to Registrant's  Registration  Statement on Form N-1A
                    (Nos.  33-47287 and 811-6637) as filed  electronically  with
                    the SEC on May 3, 1999.

               (l)  Meeting held August 24, 1998  establishing  and  designating
                    the  U.S.  Large  Capitalization  Growth  Fund,  U.S.  Small
                    Capitalization  Fund, High Yield Bond Fund, Emerging Markets
                    Equity  Fund and  Emerging  Markets  Debt  Fund  and  adding
                    Brinson Fund - Class I Shares, UBS Investment Funds class of
                    shares and  Brinson  Fund - Class N Shares to such Series is
                    incorporated herein by reference to Post-Effective Amendment
                    No. 27 to Registrant's  Registration  Statement on Form N-1A
                    (Nos.  33-47287 and 811-6637) as filed  electronically  with
                    the SEC on May 3, 1999.

               (m)  Meeting held November 23, 1998  redesignating the High Yield
                    Bond   Fund  to  the  High   Yield   Fund  and  U.S.   Small
                    Capitalization Fund as the U.S. Small Capitalization  Growth
                    Fund is incorporated  herein by reference to  Post-Effective
                    Amendment No. 27 to Registrant's  Registration  Statement on
                    Form   N-1A   (Nos.   33-47287   and   811-6637)   as  filed
                    electronically with the SEC on May 3, 1999.

               (n)  Meeting held February 28, 2000  establishing and designating
                    the Global  Technology Fund, Global Biotech Fund, U.S. Small
                    Cap Equity Fund, U.S. Value Equity Fund and U.S. Real Estate
                    Equity Fund and adding  Brinson Fund -- Class I Shares,  UBS
                    Investment Funds class of shares and Brinson Fund -- Class N
                    Shares to such Series is incorporated herein by reference to
                    Post-Effective Amendment No. 30 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on May 2, 2000.

               (o)  Meeting held February 28, 2000  redesignating the U.S. Large
                    Capitalization Equity Fund, U.S. Large Capitalization Growth
                    and U.S. Small Capitalization  Growth Fund as the U.S. Large
                    Cap Equity Fund,  U.S.  Large Cap Growth Fund and U.S. Small
                    Cap Growth Fund,  respectively,  is  incorporated  herein by
                    reference to Post-Effective Amendment No. 30 to Registrant's
                    Registration  Statement  on Form N- 1A  (Nos.  33-47287  and
                    811-6637)  as  filed  electronically  with the SEC on May 2,
                    2000.

               (p)  Meeting  held  August  21,  2000  redesignating  the  Global
                    (Ex-U.S.)  Equity Fund as the  International  Equity Fund is
                    incorporated herein by reference to Post-Effective Amendment
                    No. 33 to Registrant's  Registration  Statement on Form N-1A
                    (Nos.  33-47287 and 811-6637) as filed  electronically  with
                    the SEC on December 7, 2000.

               (q)  Meeting held May 21, 2001  redesignating  the Global Fund as
                    the Global Balanced Fund is incorporated herein by reference
                    to   Post-Effective   Amendment   No.  34  to   Registrant's
                    Registration  Statement  on Form  N-1A  (Nos.  33-47287  and
                    811-6637) as filed  electronically  with the SEC on July 31,
                    2001.

               (r)  Meeting  held May 21, 2001  creating  Brinson  Fund-Class  A
                    Shares, Brinson Fund-Class B Shares and Brinson Fund-Class C
                    Shares of each Series is incorporated herein by reference to
                    Post-Effective Amendment No. 34 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on July 31, 2001.

               (s)  Meeting  held  May  21,  2001   redesignating   the  Brinson
                    Fund-Class  I Shares as the Brinson  Fund-Class  Y Shares of
                    each  Series  is   incorporated   herein  by   reference  to
                    Post-Effective Amendment No. 34 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on July 31, 2001.

               (t)  Meeting  held May 21,  2001  abolishing  the UBS  Investment
                    Funds Class of Shares of each Series is incorporated  herein
                    by  reference  to   Post-Effective   Amendment   No.  34  to
                    Registrant's  Registration  Statement  on  Form  N-1A  (Nos.
                    33-47287 and 811-6637) as filed  electronically with the SEC
                    on July 31, 2001.

               (u)  Unanimous written consent of Trustees executed June 20, 2002
                    changing the name of UBS Global  Balanced Fund to UBS Global
                    Allocation  Fund is  incorporated  herein  by  reference  to
                    Post-Effective Amendment No. 38 as filed electronically with
                    the SEC on July 19, 2002.

               (v)  Meeting  held June 3, 2002  regarding  the  liquidation  and
                    dissolution  of UBS  Global  Technology  Fund and UBS Global
                    Biotech  Fund  is   incorporated   herein  by  reference  to
                    Post-Effective Amendment No. 39 as filed electronically with
                    the SEC on September 30, 2002.

     2.   By-Laws.

          A.   By-Laws of The UBS Funds  (f/k/a The Brinson  Funds) dated August
               9, 1993, are incorporated  herein by reference to  Post-Effective
               Amendment No. 17 to Registrant's  Registration  Statement on Form
               N-1A (File Nos. 33-47287 and 811-6637),  as filed  electronically
               with the SEC on August 29, 1996.

          B.   Amendment  to the By-Laws  dated  April 25, 2002 is  incorporated
               herein by reference to  Post-Effective  Amendment No. 37 as filed
               electronically with the SEC on July 19, 2002.

     3.   Voting Trust Agreement.

          Not  applicable.

     4.   Agreement of Acquisition, Reorganization, Merger and Liquidation.

          Form of  Agreement  and Plan of  Reorganization  is filed  herewith as
          Exhibit A to the Prospectus/Proxy Statement.

     5.   Instruments Defining the Rights of Security Holders.

          A.   Form  of  Specimen   Share   Certificate  of  The  UBS  Funds  is
               incorporated herein by reference to Post-Effective  Amendment No.
               21 to  Registrant's  Registration  Statement  on Form N-1A  (Nos.
               33-47287 and  811-6637) as filed  electronically  with the SEC on
               September 15, 1998.

               The rights of  security  holders of the  Registrant  are  further
               defined in the following sections of the Registrant's By-Laws and
               Declaration  and are herein  incorporated  by  reference  to such
               documents as applicable:

                    (1)  By-Laws.  Article II - "Voting,"  Section 7 and Section
                         10.

                    (2)  Declaration. Article III - "Shares," Section 1, Section
                         2 and Section 6.

     6.   Investment Advisory Contracts.

          A.   Investment  Advisory  Agreement  dated July 1, 2002  between  UBS
               Global Asset  Management  (Americas) Inc. (the "Advisor") and the
               Registrant  on  behalf  of the  UBS  Global  Allocation  Fund  is
               incorporated herein by reference to Post-Effective  Amendment No.
               39 to  Registrant's  Registration  Statement  on Form N-1A  (Nos.
               33-47287 and  811-6637) as filed  electronically  with the SEC on
               September 30, 2002.

          B.   Investment  Advisory  Agreement  dated July 1, 2002  between  The
               Advisor and the  Registrant on behalf of the UBS Global Bond Fund
               is incorporated  herein by reference to Post-Effective  Amendment
               No. 39 to Registrant's  Registration Statement on Form N-1A (Nos.
               33-47287 and  811-6637) as filed  electronically  with the SEC on
               September 30, 2002.

          C.   Investment  Advisory  Agreement  dated April 25, 1995 between The
               Advisor  and the  Registrant  on behalf of the UBS  International
               Equity Fund series, and Secretary's  Certificate relating thereto
               is incorporated  herein by reference to Post-Effective  Amendment
               No. 21 to Registrant's  Registration Statement on Form N-1A (Nos.
               33-47287 and  811-6637) as filed  electronically  with the SEC on
               September 15, 1998.

               (1)  Certificate of the Secretary and  resolutions  redesignating
                    the Global (Ex-U.S.) Equity Fund as the International Equity
                    Fund is incorporated  herein by reference to  Post-Effective
                    Amendment No. 33 to Registrant's  Registration  Statement on
                    Form   N-1A   (Nos.   33-47287   and   811-6637)   as  filed
                    electronically with the SEC on December 7, 2000.

          D.   Investment  Advisory  Agreement  dated July 1, 2002  between  The
               Advisor  and the  Registrant  on behalf of the UBS Global  Equity
               Fund (f/k/a  Brinson  Global Equity Fund) series is  incorporated
               herein  by  reference  to  Post-Effective  Amendment  No.  39  to
               Registrant's  Registration  Statement on Form N-1A (Nos. 33-47287
               and 811-6637) as filed  electronically  with the SEC on September
               30, 2002.

          E.   Investment  Advisory  Agreement  dated July 1, 2002  between  The
               Advisor and the Registrant on behalf of the UBS U.S.  Equity Fund
               (f/k/a Brinson U.S. Equity Fund) series is incorporated herein by
               reference  to  Post-Effective  Amendment  No. 39 to  Registrant's
               Registration  Statement on Form N-1A (Nos. 33-47287 and 811-6637)
               as filed electronically with the SEC on September 30, 2002.

          F.   Investment  Advisory  Agreement  dated July 1, 2002  between  The
               Advisor  and the  Registrant  on behalf of the UBS U.S.  Balanced
               Fund (f/k/a Brinson U.S.  Balanced  Fund) series is  incorporated
               herein  by  reference  to  Post-Effective  Amendment  No.  39  to
               Registrant's  Registration  Statement on Form N-1A (Nos. 33-47287
               and 811-6637) as filed  electronically  with the SEC on September
               30, 2002.

          G.   Investment  Advisory  Agreement  dated July 1, 2002  between  The
               Advisor and the  Registrant  on behalf of the UBS U.S.  Bond Fund
               (f/k/a Brinson U.S. Bond Fund) series is  incorporated  herein by
               reference  to  Post-Effective  Amendment  No. 39 to  Registrant's
               Registration  Statement on Form N-1A (Nos. 33-47287 and 811-6637)
               as filed electronically with the SEC on September 30, 2002.

          H.   Investment  Advisory  Agreement  dated July 1, 2002  between  The
               Advisor and the  Registrant  on behalf of the UBS U.S.  Large Cap
               Growth  Fund  series  is  incorporated  herein  by  reference  to
               Post-Effective  Amendment  No.  39 to  Registrant's  Registration
               Statement  on Form N-1A (Nos.  33-47287  and  811-6637)  as filed
               electronically with the SEC on September 30, 2002.

          I.   Investment  Advisory  Agreement  dated July 1, 2002  between  The
               Advisor and the  Registrant  on behalf of the UBS U.S.  Small Cap
               Growth  Fund  series  is  incorporated  herein  by  reference  to
               Post-Effective  Amendment  No.  39 to  Registrant's  Registration
               Statement  on Form N-1A (Nos.  33-47287  and  811-6637)  as filed
               electronically with the SEC on September 30, 2002.

          J.   Investment  Advisory  Agreement  dated July 1, 2002  between  The
               Advisor and the  Registrant  on behalf of the UBS High Yield Fund
               series is  incorporated  herein by  reference  to  Post-Effective
               Amendment No. 39 to Registrant's  Registration  Statement on Form
               N-1A (Nos.  33-47287 and 811-6637) as filed  electronically  with
               the SEC on September 30, 2002.

          K.   Investment Advisory Agreement dated December 10, 1998 between The
               Advisor and the Registrant on behalf of the UBS Emerging  Markets
               Equity  Fund  series  is  incorporated  herein  by  reference  to
               Post-Effective  Amendment  No.  25 to  Registrant's  Registration
               Statement  on Form N-1A (Nos.  33-47287  and  811-6637)  as filed
               electronically with the SEC on March 1, 1999.

               (1)  Form  of  Certificate  of  the  Secretary  and   resolutions
                    restating the Investment  Advisory Agreement of the Emerging
                    Markets Equity Fund is  incorporated  herein by reference to
                    Post-Effective Amendment No. 34 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on July 31, 2001.

          L.   Investment Advisory Agreement dated December 10, 1998 between The
               Advisor and the Registrant on behalf of the UBS Emerging  Markets
               Debt  Fund  series  is   incorporated   herein  by  reference  to
               Post-Effective  Amendment  No.  25 to  Registrant's  Registration
               Statement  on Form N-1A (Nos.  33-47287  and  811-6637)  as filed
               electronically with the SEC on March l, 1999.

               (1)  Form  of  Certificate  of  the  Secretary  and   resolutions
                    restating the Investment  Advisory Agreement of the Emerging
                    Markets  Debt Fund is  incorporated  herein by  reference to
                    Post-Effective Amendment No. 34 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on July 31, 2001.

          M.   Investment  Advisory  Agreement  dated May 23,  2000  between The
               Advisor and the  Registrant  on behalf of the UBS U.S.  Small Cap
               Equity  Fund  series  is  incorporated  herein  by  reference  to
               Post-Effective  Amendment  No.  31 to  Registrant's  Registration
               Statement  on Form N-1A (Nos.  33-47287  and  811-6637)  as filed
               electronically with the SEC on August 29, 2000.

               (1)  Form  of  Certificate  of  the  Secretary  and   resolutions
                    restating  the  Investment  Advisory  Agreement  of the U.S.
                    Small Cap Equity Fund is incorporated herein by reference to
                    Post-Effective Amendment No. 34 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on July 31, 2001.

          N.   Investment  Advisory  Agreement  dated July l, 2002  between  The
               Advisor and the Registrant on behalf of the UBS U.S. Value Equity
               Fund series is incorporated herein by reference to Post-Effective
               Amendment No. 39 to Registrant's  Registration  Statement on Form
               N-1A (Nos.  33-47287 and 811-6637) as filed  electronically  with
               the SEC September 30, 2002.

          O.   Investment  Advisory Agreement dated December 7, 2000 between The
               Advisor and the  Registrant on behalf of the UBS U.S. Real Estate
               Equity  Fund  series  is  incorporated  herein  by  reference  to
               Post-Effective  Amendment  No.  34 to  Registrant's  Registration
               Statement  on Form N-1A (Nos.  33-47287  and  811-6637)  as filed
               electronically with the SEC on July 31, 2001.

               (1)  Form  of  Certificate  of  the  Secretary  and   resolutions
                    restating the Investment Advisory Agreement of the U.S. Real
                    Estate  Equity Fund is  incorporated  herein by reference to
                    Post-Effective Amendment No. 34 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on July 31, 2001.

          P.   Sub-Advisory Agreement dated December 7, 2000 between The Advisor
               and  UBS  Global  Asset  Management  (New  York),  Inc.  and  the
               Registrant on behalf of the U.S.  Large Cap Growth Fund series is
               incorporated herein by reference to Post-Effective  Amendment No.
               34 to  Registrant's  Registration  Statement  on Form N-1A  (Nos.
               33-47287 and  811-6637) as filed  electronically  with the SEC on
               July 31, 2001.

          Q.   Sub-Advisory Agreement dated December 7, 2000 between The Advisor
               and  UBS  Global  Asset  Management  (New  York),  Inc.  and  the
               Registrant on behalf of the U.S.  Small Cap Growth Fund series is
               incorporated herein by reference to Post-Effective  Amendment No.
               34 to  Registrant's  Registration  Statement  on Form N-1A  (Nos.
               33-47287 and  811-6637) as filed  electronically  with the SEC on
               July 31, 2001.

          R.   Sub-Advisory Agreement dated December 7, 2000 between The Advisor
               and  UBS  Global  Asset  Management  (New  York),  Inc.  and  the
               Registrant  on  behalf  of the U.S.  High  Yield  Fund  series is
               incorporated herein by reference to Post-Effective  Amendment No.
               34 to  Registrant's  Registration  Statement  on Form N-1A  (Nos.
               33-47287 and  811-6637) as filed  electronically  with the SEC on
               July 31, 2001.

          S.   Sub-Advisory Agreement dated December 7, 2000 between The Advisor
               and  UBS  Global  Asset  Management  (New  York),  Inc.  and  the
               Registrant  on behalf of the U.S.  Real Estate Equity Fund series
               is incorporated  herein by reference to Post-Effective  Amendment
               No. 34 to Registrant's  Registration Statement on Form N-1A (Nos.
               33-47287 and  811-6637) as filed  electronically  with the SEC on
               July 31, 2001.

     7.   Underwriting or Distribution Contracts.

          Principal Underwriting  Contract,  dated November 5, 2001, between UBS
          Global Asset Management (US) Inc. (f/k/a Brinson  Advisors,  Inc.) and
          the Registrant is incorporated  herein by reference to  Post-Effective
          Amendment  No.  37 as  filed  electronically  with the SEC on July 19,
          2002.

     8.   Bonus, Profit Sharing, Pension or Other Similar Contracts.

          Not Applicable.

     9.   Custodian Agreements.

          A.   Custodial  arrangements are provided under the Multiple  Services
               Agreement  dated May 9, 1997,  as amended  through  December  10,
               1998,  between  Morgan Stanley Trust Company and succeeded by The
               Chase Manhattan Bank, and the Registrant on behalf of each series
               of  the  Registrant  is  incorporated   herein  by  reference  to
               Post-Effective  Amendment  No.  25 to  Registrant's  Registration
               Statement  on Form N-1A (Nos.  33-47287  and  811-6637)  as filed
               electronically with the SEC on March 1, 1999.

               (1)  Amendment  dated May 9, 2000 relating to Fee  Obligation and
                    Continuation of the Registrant's Multiple Services Agreement
                    is  incorporated   herein  by  reference  to  Post-Effective
                    Amendment No. 34 to Registrant's  Registration  Statement on
                    Form   N-1A   (Nos.   33-47287   and   811-6637)   as  filed
                    electronically with the SEC on July 31, 2001.

               (2)  Amended  Schedule A, as amended  through  April 28, 2000, to
                    the  Registrant's  Multiple  Services  Agreement  Securities
                    Lending Authorization is incorporated herein by reference to
                    Post-Effective Amendment No. 31 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on August 29, 2000.

               (3)  Amended Attachment A, as amended through August 19, 2002, to
                    the  Registrant's  Multiple  Services  Agreement  Securities
                    Lending Authorization is incorporated herein by reference to
                    Post-Effective Amendment No. 39 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on September 30, 2002.

               (4)  Revised  Schedule B3, as approved through August 19, 2002 to
                    the Registrant's Multiple Services Agreement is incorporated
                    herein by reference to  Post-Effective  Amendment  No. 39 to
                    Registrant's  Registration  Statement  on  Form  N-1A  (Nos.
                    3347287 and 811-6637) as filed  electronically  with the SEC
                    on September 30, 2002.

               (5)  Amended  Schedule B 1 and  Schedule  F, as  amended  through
                    April  28,  2000,  to  the  Registrant's  Multiple  Services
                    Agreement   is   incorporated   herein   by   reference   to
                    Post-Effective Amendment No. 31 to Registrant's Registration
                    Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
                    electronically with the SEC on August 29, 2000.

               (6)  Amendment, dated May 21, 2001 relating to the Appointment of
                    Brinson  Advisors,  Inc.  to serve as  administrator  to the
                    Trust is incorporated  herein by reference to Post-Effective
                    Amendment No. 39 to Registrant's  Registration  Statement on
                    Form   N-1A   (Nos.   33-47287   and   811-6637)   as  filed
                    electronically with the SEC on September 30, 2002.

          B.   Co-custodial  arrangements  between  Investors  Bank & Trust  and
               Chase Global Funds  Services  Company dated  December 18, 1998 is
               incorporated herein by reference to Post-Effective  Amendment No.
               25 to  Registrant's  Registration  Statement  on Form N-1A  (Nos.
               33-47287 and  811-6637) as filed  electronically  with the SEC on
               March 1, 1999.

     10.  Rule 12b-1 Plans and Rule 18f-3 Plans.

          A.   Rule 12b-1 Plans.

               (1)  Shareholder  Services Plan dated October 29, 2001 as revised
                    April 8, 2002,  relating  to Class A shares  (f/k/a  Brinson
                    Fund Class A shares)  of each  series of the  Registrant  is
                    incorporated herein by reference to Post-Effective Amendment
                    No. 38 to Registrant's  Registration  Statement on Form N-1A
                    (Nos.  33-47287 and 811-6637) as filed  electronically  with
                    the SEC on July 19, 2002.

               (2)  12b-1 plan dated  October 29, 2001 as revised April 8, 2002,
                    relating to the Class B shares (f/k/a/  Brinson Fund Class B
                    shares) of each  series of the  Registrant  is  incorporated
                    herein by reference to  Post-Effective  Amendment  No. 38 to
                    Registrant's  Registration  Statement  on  Form  N-1A  (Nos.
                    33-47287 and 811-6637) as filed  electronically with the SEC
                    on July 19, 2002.

               (3)  12b-1 plan dated  October 29, 2001 as revised April 8, 2002,
                    relating to the Class C shares  (f/k/a  Brinson Fund Class C
                    shares) of each  series of the  Registrant  is  incorporated
                    herein by reference to  Post-Effective  Amendment  No. 38 to
                    Registrant's  Registration  Statement  on  Form  N-1A  (Nos.
                    33-47287 and 811-6637) as filed  electronically with the SEC
                    on July 19, 2002.

          B.   Rule 18f-3 Plans.

               (1)  Revised Multiple Class Plan adopted May 22, 1995, as amended
                    through June 11, 1999,  pursuant to Rule 18f--3 on behalf of
                    each  series of the  Registrant  is  incorporated  herein by
                    reference to Post-Effective Amendment No. 30 to Registrant's
                    Registration  Statement  on Form  N-1A  (Nos.  33-47287  and
                    811-6637)  as  filed  electronically  with the SEC on May 2,
                    2000.

                    (a)  Appendix A to the  Registrant's  Revised Multiple Class
                         Plan adopted May 22, 1995, as amended through April 28,
                         2000, adding the Global Technology Fund, Global Biotech
                         Fund,  U.S.  Small Cap Equity Fund,  U.S.  Value Equity
                         Fund and U.S.  Real Estate Equity Fund pursuant to Rule
                         18f-3  is   incorporated   herein   by   reference   to
                         Post-Effective   Amendment   No.  30  to   Registrant's
                         Registration  Statement on Form N-1A (Nos. 33-47287 and
                         811-6637) as filed  electronically  with the SEC on May
                         2, 2000.

               (2)  Amended and Restated Multiple Class Plan, adopted on May 22,
                    1995,  as amended and restated on May 21, 2001,  pursuant to
                    Rule  18f-3 on behalf of each  series of the  Registrant  is
                    incorporated herein by reference to Post-Effective Amendment
                    No. 34 to Registrant's  Registration  Statement on Form N-1A
                    (Nos.  33-47287 and 811-6637) as filed  electronically  with
                    the SEC on July 31, 2001.

     11.  An opinion and consent of counsel as to the legality of the securities
          being registered,  indicating whether they will, when sold, be legally
          issued, fully paid and nonassessable.

          Legal opinion of Stradley, Ronon, Stevens & Young, LLP, counsel to the
          Registrant,  dated  September  27,  2002,  as to the  legality  of the
          securities  being  registered is  incorporated  herein by reference to
          Post-Effective Amendment No. 39 to Registrant's Registration Statement
          on Form N-1A (Nos. 33-47287 and 811-6637) as filed electronically with
          the SEC on September 30, 2002.

     12.  An  opinion,  and  consent to their use,  of counsel or, in lieu of an
          opinion,  a copy of the  revenue  ruling  from  the  Internal  Revenue
          Service,  supporting the tax matters and  consequences to shareholders
          discussed in the prospectus.

          Form of tax opinion of Stradley,  Ronon, Stevens & Young, LLP, counsel
          to the  Registrant,  supporting  the tax matters and  consequences  to
          shareholders  discussed  in the  Prospectus/Proxy  Statement  is filed
          electronically as Exhibit No. EX-99.12.

     13.  Other Material Contracts.

          A.   Administration  Agreement,  dated May 21, 2001,  between  Brinson
               Advisors,  Inc.  and the  Registrant  is  incorporated  herein by
               reference   to   Post-Effective   Amendment   No.   37  as  filed
               electronically with the SEC on July 19, 2002.

          B.   Administration Agreement,  dated May 21, 2001, as revised June 3,
               2002,  between  UBS  Global  Asset  Management  (US) Inc.  (f/k/a
               Brinson Advisors Inc.) and the Registrant is incorporated  herein
               by  reference  to  Post-Effective   Amendment  No.  38  as  filed
               electronically with the SEC on July 19, 2002.

          C.   Transfer Agency and Related Services Agreement,  dated August 20,
               2001, between PFPC Inc. and the Registrant is incorporated herein
               by  reference  to  Post-Effective   Amendment  No.  38  as  filed
               electronically with the SEC on July 19, 2002.

     14.  Other Opinions and Consents.

          Consent  of Ernst & Young,  LLP,  independent  auditors  to the Global
          Equity Fund and the Strategy Fund is filed  electronically  as Exhibit
          No. EX-99.14.

     15.  Omitted Financial Statements.

          Not Applicable.

     16.  Power of Attorney.

          A.   Powers-of-Attorney   appointing   Amy  R.   Doberman,   David  M.
               Goldenberg,  Bruce G. Leto, Mark A. Sheehan and Jana L. Cresswell
               as  attorneys-in-fact  and  agents  is  filed  electronically  as
               Exhibit No. EX-99.16.

     17.  Additional Exhibits.

          Not Applicable.

Item 17. Undertakings

     (1)  The undersigned  registrant agrees that prior to any public reoffering
          of the securities  registered through the use of a prospectus which is
          a part of this  registration  statement  by any person or party who is
          deemed to be an  underwriter  within the meaning of Rule 145(c) of the
          Securities Act of 1933, as amended,  (the "1933 Act"),  the reoffering
          prospectus will contain the  information  called for by the applicable
          registration  form  for  reofferings  by  persons  who  may be  deemed
          underwriters,  in addition to the information  called for by the other
          items of the applicable form.

     (2)  The undersigned  registrant agrees that every prospectus that is filed
          under  paragraph  (1) above will be filed as a part of an amendment to
          the registration statement and will not be used until the amendment is
          effective,  and that, in determining any liability under the 1933 Act,
          each post-effective amendment shall be deemed to be a new registration
          statement for the securities offered therein,  and the offering of the
          securities  at that time shall be deemed to be the  initial  bona fide
          offering of them.

     (3)  The  undersigned  registrant  undertakes  to file,  by  post-effective
          amendment, a copy of the opinion of counsel as to certain tax matters,
          within a reasonable time after receipt of such opinion.






                                   SIGNATURES

As required by the  Securities  Act of 1933,  as amended (the "1933  Act"),  the
registration  statement has been signed on behalf of the  registrant in the City
of  Philadelphia,  and the  Commonwealth  of  Pennsylvania  on the  20th  day of
December, 2002.

                                          THE UBS FUNDS


                                          /s/ Brian M. Storms*
                                          --------------------
                                          By:  Brian M. Storms
                                          Title:  President

As required by the 1933 Act, this registration  statement has been signed by the
following persons in the capacities and on the dates indicated.

     Name:                       Title:                             Date:

/s/ Brian M. Storms*
Brian M. Storms           President and Trustee                December 20, 2002

/s/ Walter E. Auch*
Walter E. Auch            Trustee                              December 20, 2002

/s/ Edward M. Roob*
Edward M. Roob            Trustee                              December 20, 2002

/s/ Frank K. Reilly*
Frank K. Reilly           Chairman and Trustee                 December 20, 2002

/s/ Paul H. Schubert*     Treasurer, Principal Accounting
Paul H. Schubert          Officer                              December 20, 2002


* By:    /s/ Jana L. Cresswell
         ---------------------
         Jana L. Cresswell
         Attorney-in-Fact and Agent (Pursuant to a Power of Attorney)






                                  EXHIBIT INDEX


Exhibit No.                              Exhibit
- -----------                              -------

EX-99.12           Form of Tax Opinion of Stradley, Ronon, Stevens & Young, LLP

EX-99.14           Consent of Independent Auditor

EX-99.16           Powers-of-Attorney

EX-99.12

William S. Pilling





                              ______________, 2003



Board of Trustees
UBS Managed Investments Trust
51 West 52nd Street
New York, New York   10019-6114

Board of Trustees
The UBS Funds
One North Wacker Drive
Chicago, Illinois   60606

          Re:  Plan of  Reorganization  (the  "Plan") made as of the 12th day of
               November, 2002, by the UBS Funds, a statutory trust created under
               the laws of the State of Delaware (the "Trust"), on behalf of its
               series,  the UBS Global Equity Fund (the "Acquiring  Fund"),  and
               UBS Managed Investments Trust, a business trust created under the
               laws of The Commonwealth of Massachusetts  (the "Managed Trust"),
               on behalf of its series,  the UBS  Strategy  Fund (the  "Acquired
               Fund"  and  together  with  the  Acquiring   Fund,  the  "Funds")
               -----------------------------------------------------------------

Gentlemen:

     You have  requested  our  opinion  concerning  certain  federal  income tax
consequences of the reorganization of the Acquired Fund (the  "Reorganization"),
which will  consist  of:  (i) the  acquisition  by the  Trust,  on behalf of the
Acquiring Fund, of substantially all of the property, assets and goodwill of the
Acquired Fund, in exchange solely for shares of beneficial interest,  $0.001 par
value, of (a) Acquiring  Fund-Class A shares  ("Acquiring Fund Class A Shares"),
(b)  Acquiring  Fund-Class  B shares  ("Acquiring  Fund  Class B  Shares"),  (c)
Acquiring  Fund-Class  C  shares  ("Acquiring  Fund  Class C  Shares"),  and (d)
Acquiring Fund-Class Y shares ("Acquiring Fund Class Y Shares" and together with
Acquiring Fund Class A Shares,  Acquiring Fund Class B Shares and Acquiring Fund
Class C Shares,  the "Acquiring Fund Shares"),  and the assumption by the Trust,
on behalf of the Acquiring Fund, of all of the liabilities of the Acquired Fund;
(ii) the  distribution of (a) Acquiring Fund Class A Shares to the  shareholders
of Class A shares of the Acquired  Fund  ("Acquired  Fund Class A Shares"),  (b)
Acquiring  Fund  Class B Shares  to the  shareholders  of Class B shares  of the
Acquired  Fund  ("Acquired  Fund Class B Shares"),  (c)  Acquiring  Fund Class C
Shares to the  shareholders  of Class C shares of the Acquired  Fund  ("Acquired
Fund Class C Shares"), and (d) Acquiring Fund Class Y Shares to the shareholders
of Class Y shares of the  Acquired  Fund  ("Acquired  Fund  Class Y Shares"  and
together  with  Acquired  Fund Class A Shares,  Acquired Fund Class B Shares and
Acquired Fund Class C Shares,  the "Acquired Fund  Shares"),  according to their
respective interests in complete liquidation of the Acquired Fund; and (iii) the
dissolution  of the  Acquired  Fund as soon as  practicable  after  the  closing
("Closing  Date") of the  Reorganization,  all upon and subject to the terms and
conditions of the Plan.

     In rendering our opinion,  we have  reviewed and relied upon:  (a) the Plan
made as of the 12th day of  November,  2002,  by the  Trust,  on  behalf  of its
series,  the Acquiring Fund, and the Managed Trust, on behalf of its series, the
Acquired Fund; (b) the proxy materials  provided to shareholders of the Acquired
Fund in connection with the Special  Shareholders'  Meeting of the Acquired Fund
held  on  [March  19,  2003];   (c)  certain   representations   concerning  the
Reorganization  made to us by the Trust on behalf of the Acquiring  Fund and the
Managed Trust on behalf of the Acquired Fund in a letter dated  _________,  2003
(the  "Representation  Letter");  (d) all other  documents,  financial and other
reports and corporate  minutes we deemed relevant or  appropriate;  and (e) such
statutes, regulations,  rulings and decisions as we deemed material in rendering
this  opinion.  All terms used herein,  unless  otherwise  defined,  are used as
defined in the Plan.

     For purposes of this  opinion,  we have assumed that the Acquired  Fund, on
the  Closing  Date,  satisfies,  and  immediately  following  the  Closing,  the
Acquiring Fund will continue to satisfy, the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"),  for  qualification as a
regulated investment company.

     Based on the foregoing,  and provided the  Reorganization is carried out in
accordance   with  the  applicable  laws  of  the  State  of  Delaware  and  The
Commonwealth of  Massachusetts,  the terms of the Plan and the statements in the
Representation Letter with regard to matters of fact, it is our opinion that:

     1.  The  acquisition  by the  Acquiring  Fund of  substantially  all of the
assets, subject to the liabilities,  of the Acquired Fund as provided for in the
Plan in exchange for the Acquiring Fund Shares,  followed by the distribution by
the Acquired Fund to its  shareholders  of the Acquiring Fund Shares in complete
liquidation of the Acquired Fund,  will qualify as a  reorganization  within the
meaning  of  Section  368(a)(1)  of the  Code,  and the  Acquired  Fund  and the
Acquiring Fund each will be a "party to the  reorganization"  within the meaning
of Section 368(b) of the Code.

     2. No gain  or loss  will be  recognized  by the  Acquired  Fund  upon  the
transfer of  substantially  all of its assets to the Acquiring  Fund in exchange
solely for the  Acquiring  Fund Shares  pursuant  to Section  361(a) and Section
357(a) of the Code.

     3. No gain or loss  will be  recognized  by the  Acquiring  Fund  upon  the
receipt  by it of  substantially  all of the  assets  of the  Acquired  Fund  in
exchange solely for the Acquiring Fund Shares pursuant to Section 1032(a) of the
Code.

     4. No gain  or loss  will be  recognized  by the  Acquired  Fund  upon  the
distribution  of the  Acquiring  Fund  Shares to its  shareholders  in  complete
liquidation  of the Acquired Fund (in pursuance of the Plan) pursuant to Section
361(c)(1) of the Code.

     5. The basis of the assets of the Acquired  Fund  received by the Acquiring
Fund  will be the  same as the  basis  of  these  assets  to the  Acquired  Fund
immediately prior to the exchange pursuant to Section 362(b) of the Code.

     6. The holding  period of the assets of the Acquired  Fund  received by the
Acquiring Fund will include the period during which such assets were held by the
Acquired Fund pursuant to Section 1223(2) of the Code.

     7. No gain or loss will be recognized by the  shareholders  of the Acquired
Fund upon the  exchange of their  Acquired  Fund Shares for the  Acquiring  Fund
Shares (including fractional shares to which they may be entitled),  pursuant to
Section 354(a) of the Code.

     8. The basis of the Acquiring Fund Shares  received by the  shareholders of
the Acquired Fund  (including  fractional  shares to which they may be entitled)
will be the same as the basis of the  Acquired  Fund Shares  exchanged  therefor
pursuant to Section 358(a)(1) of the Code.

     9.  The  holding  period  of the  Acquiring  Fund  Shares  received  by the
shareholders of the Acquired Fund (including fractional shares to which they may
be  entitled)  will  include  the  holding  period of the  Acquired  Fund Shares
surrendered  in exchange  therefor,  provided that the Acquired Fund Shares were
held as a capital asset on the Closing Date  pursuant to Section  1223(1) of the
Code.

     10. The  Acquiring  Fund will succeed to and take into  account,  as of the
date of the  transfer  as  defined in  Section  1.381(b)-1(b)  of the income tax
regulations  issued  by  the  United  States  Department  of the  Treasury  (the
"Treasury  Regulations"),  the items of the Acquired  Fund  described in Section
381(c) of the Code,  subject to the  conditions  and  limitations  specified  in
Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations.

     Our opinion is based upon the Code,  the applicable  Treasury  Regulations,
the present positions of the Internal Revenue Service (the "Service") as are set
forth  in   published   revenue   rulings   and  revenue   procedures,   present
administrative positions of the Service, and existing judicial decisions, all of
which are subject to change either  prospectively  or  retroactively.  We do not
undertake to make any continuing analysis of the facts or relevant law following
the date of the Reorganization.

     Our  opinion  is  conditioned  upon the  performance  by the Funds of their
undertakings in the Plan and the  Representation  Letter. Our opinion is limited
to the transactions  incident to the  Reorganization  described  herein,  and no
opinion  is  rendered  with  respect  to (i) any other  transaction  or (ii) the
effect, if any, of the Reorganization (and/or the transactions incident thereto)
on  any  other  transaction  and/or  the  effect,  if  any,  of any  such  other
transaction on the Reorganization.


     This opinion is being rendered to the Trust,  on behalf of its series,  the
Acquiring  Fund,  and the Managed Trust,  on behalf of its series,  the Acquired
Fund, and may be relied upon only by such Funds and the shareholders of each. We
hereby  consent to the use of this  opinion  as an  exhibit to the  Registration
Statement  of the  Acquiring  Fund on Form  N-14,  and any  amendments  thereto,
covering  the  registration  of the  shares  of the  Acquiring  Fund  under  the
Securities Act of 1933, as amended, to be issued in the Reorganization.



                               Very truly yours,

                               STRADLEY, RONON, STEVENS & YOUNG, LLP


                               By:
                                    --------------------------------------------
                                     William S. Pilling, III, a partner

EX-99.14

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption  "Representations  and
Warranties by the Managed Trust" in the Combined Proxy  Statement and Prospectus
and to the incorporation by reference of our reports dated November 8, 2002 with
respect to UBS  Strategy  Fund and August  27,  2002 with  respect to UBS Global
Equity Fund, in this  Registration  Statement  (Form N-14 No.  811-06637) of UBS
Strategy Fund.



                                               ERNST & YOUNG LLP


New York, New York
December 19, 2002

EX-99.16

                                POWER OF ATTORNEY

     I, Frank K.  Reilly,  Trustee of The UBS Funds and UBS  Relationship  Funds
(each a  "Trust"),  hereby  constitute  and appoint  Amy R.  Doberman,  David M.
Goldenberg,  Bruce G. Leto, Mark A. Sheehan and Jana L.  Cresswell,  and each of
them singly, my true and lawful attorneys, with full power to sign for me, in my
name and in my capacity as Trustee of the Trusts,  any amendments to the current
registration  statement of the Trust on Form N-1A (as filed with the  Securities
and Exchange  Commission)  and any  registration  statement of the Trust on Form
N-14, or any  amendments  thereto,  to be filed with the Securities and Exchange
Commission,  and all instruments necessary or desirable in connection therewith,
and hereby ratify and confirm my signature as it may be signed by said attorneys
to these registration statements, amendments to such registration statements and
other instruments.

     Signature                Title                              Date
     ---------                -----                              ----

/s/ Frank K. Reilly          Trustee                       December 3, 2002
- --------------------
Frank K. Reilly





                                POWER OF ATTORNEY

     I,  Walter E.  Auch,  Trustee of The UBS Funds and UBS  Relationship  Funds
(each a  "Trust"),  hereby  constitute  and appoint  Amy R.  Doberman,  David M.
Goldenberg,  Bruce G. Leto, Mark A. Sheehan and Jana L.  Cresswell,  and each of
them singly, my true and lawful attorneys, with full power to sign for me, in my
name and in my capacity as Trustee of the Trusts,  any amendments to the current
registration  statement of the Trust on Form N-1A (as filed with the  Securities
and Exchange  Commission)  and any  registration  statement of the Trust on Form
N-14, or any  amendments  thereto,  to be filed with the Securities and Exchange
Commission,  and all instruments necessary or desirable in connection therewith,
and hereby ratify and confirm my signature as it may be signed by said attorneys
to these registration statements, amendments to such registration statements and
other instruments.

   Signature                     Title                              Date
   ---------                     -----                              ----

/s/ Walter E. Auch              Trustee                       December 3, 2002
- -------------------
Walter E. Auch






                                POWER OF ATTORNEY

     I,  Edward M.  Roob,  Trustee of The UBS Funds and UBS  Relationship  Funds
(each a  "Trust"),  hereby  constitute  and appoint  Amy R.  Doberman,  David M.
Goldenberg,  Bruce G. Leto, Mark A. Sheehan and Jana L.  Cresswell,  and each of
them singly, my true and lawful attorneys, with full power to sign for me, in my
name and in my capacity as Trustee of the Trusts,  any amendments to the current
registration  statement of the Trust on Form N-1A (as filed with the  Securities
and Exchange  Commission)  and any  registration  statement of the Trust on Form
N-14, or any  amendments  thereto,  to be filed with the Securities and Exchange
Commission,  and all instruments necessary or desirable in connection therewith,
and hereby ratify and confirm my signature as it may be signed by said attorneys
to these registration statements, amendments to such registration statements and
other instruments.

    Signature                   Title                              Date
    ---------                   -----                              ----

/s/ Edward M. Roob             Trustee                       December 3, 2002
- ------------------
Edward M. Roob





                                POWER OF ATTORNEY

     I,  Brian  M.  Storms,  President  and  Trustee  of The UBS  Funds  and UBS
Relationship  Funds  (each a  "Trust"),  hereby  constitute  and  appoint Amy R.
Doberman,  David M.  Goldenberg,  Bruce G.  Leto,  Mark A.  Sheehan  and Jana L.
Cresswell,  and each of them  singly,  my true and lawful  attorneys,  with full
power to sign for me, in my name and in my capacity as President  and Trustee of
the Trusts, any amendments to the current registration statement of the Trust on
Form  N-1A (as  filed  with the  Securities  and  Exchange  Commission)  and any
registration  statement of the Trust on Form N-14, or any amendments thereto, to
be filed  with the  Securities  and  Exchange  Commission,  and all  instruments
necessary or desirable in connection therewith, and hereby ratify and confirm my
signature  as  it  may  be  signed  by  said  attorneys  to  these  registration
statements, amendments to such registration statements and other instruments.

   Signature                         Title                         Date
   ---------                         -----                         ----

/s/ Brian M. Storms          President and Trustee           December 3, 2002
- -------------------
Brian M. Storms






                                POWER OF ATTORNEY

     I, Paul H. Schubert,  Treasurer and Principal Accounting Officer of The UBS
Funds and UBS Relationship Funds (each a "Trust"), hereby constitute and appoint
Amy R. Doberman, David M. Goldenberg, Bruce G. Leto, Mark A. Sheehan and Jana L.
Cresswell,  and each of them  singly,  my true and lawful  attorneys,  with full
power to sign for me, in my name and in my capacity as Treasurer  and  Principal
Accounting  Officer of the Trusts,  any  amendments to the current  registration
statement of the Trust on Form N-1A (as filed with the  Securities  and Exchange
Commission)  and any  registration  statement of the Trust on Form N-14,  or any
amendments thereto, to be filed with the Securities and Exchange Commission, and
all  instruments  necessary  or desirable in  connection  therewith,  and hereby
ratify and confirm my signature  as it may be signed by said  attorneys to these
registration  statements,  amendments to such registration  statements and other
instruments.

   Signature                         Title                           Date
   ---------                         -----                           ----

/s/ Paul H. Schubert    Treasurer and Principal Accounting      December 3, 2002
- --------------------               Officer
Paul H. Schubert