497 1 supplement.htm The UBS Funds 497 as filed January 29, 2008

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The UBS Funds

Prospectus Supplement

January 29, 2008

Dear Investor,

The purpose of this  supplement is to update the Prospectus of the series of The
UBS Funds dated October 28, 2007 as follows:

1.   The following supplements information contained on page 4 in the Prospectus
     section   entitled  "UBS  Dynamic   Alpha  Fund  -  Investment   objective,
     strategies, securities selection and risks":

The fourth paragraph under the sub-heading  "Principal investment strategies" is
deleted in its entirety and replaced by the following:

     The Fund may invest in other open-end  investment  companies advised by the
     Advisor to gain exposure to the global loan asset class, as well as various
     other asset classes permitted for investment by the Fund. The Fund does not
     pay fees in  connection  with its  investment in the  investment  companies
     advised  by  the  Advisor,  but  may  pay  expenses  associated  with  such
     investments.

2.   The  following  supplements   information  contained  on  page  12  in  the
     Prospectus  section  entitled  "UBS  Global  Allocation  Fund -  Investment
     objective, strategies, securities selection and risks":

The second paragraph under the sub-heading  "Principal investment strategies" is
deleted in its entirety and replaced by the following:

     Investments in fixed income securities may include, but are not limited to,
     debt securities of governments  throughout the world  (including the United
     States),   their  agencies  and   instrumentalities,   debt  securities  of
     corporations,   mortgage-backed  securities  and  asset-backed  securities.
     Investments  in equity  securities  may  include,  but are not  limited to,
     common stock and  preferred  stock.  The Fund may invest in other  open-end
     investment  companies  advised  by the  Advisor  to  gain  exposure  to the
     emerging  markets,  global  loan and high yield asset  classes,  as well as
     various other asset classes  permitted for investment by the Fund. The Fund
     does  not pay fees in  connection  with its  investment  in the  investment
     companies advised by the Advisor, but may pay expenses associated with such
     investments.

3.   The  following  supplements   information  contained  on  page  22  in  the
     Prospectus   section  entitled  "UBS  Global  Frontier  Fund  -  Investment
     objective, strategies, securities selection and risks":

The  second  to last  paragraph  under  the  sub-heading  "Principal  investment
strategies" is deleted in its entirety and replaced by the following:

     The Fund may invest all or a portion of its assets in  Underlying  Funds to
     gain exposure to various asset classes. For instance, the Fund may invest a
     portion  of its  assets in the UBS  Opportunistic  Loan  Relationship  Fund
     series  of UBS  Relationship  Funds to gain  exposure  to the  global  loan
     market.  The Fund does not pay fees in connection  with its  investments in
     the  Underlying   Funds,   but  may  pay  expenses   associated  with  such
     investments.

4.   The  following  supplements  information  contained  on pages  42-44 in the
     Prospectus  section  entitled  "UBS U.S.  Equity  Alpha  Fund -  Investment
     objective, strategies, securities selection and risks":

The  following  sentence  is added to the end of the first  paragraph  under the
sub-heading "Principal investment strategies":

     In  addition,  up to  20% of the  Fund's  net  assets  may be  invested  in
     securities of foreign companies in developed countries,  including long and
     short   positions  in  foreign  equity   securities  and  securities   with
     equity-like characteristics.

The  following  section  is  added  after  the  third  bullet  point  under  the
sub-heading "Principal risks":

     o    Foreign investing risk--The risk that prices 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. In addition, a decline in the value
          of foreign currencies  relative to the US dollar will reduce the value
          of  securities   denominated  in  those  currencies.   Also,   foreign
          securities  are  sometimes  less liquid and harder to buy, sell and to
          value than securities of US issuers.

5.   The  following  supplements   information  contained  on  page  48  in  the
     Prospectus  section  entitled "UBS U.S.  Large Cap Equity Fund - Investment
     objective, strategies, securities selection and risks":

The first paragraph under the sub-heading  "Principal investment  strategies" is
deleted in its entirety and replaced by the following:

     Under normal circumstances, the Fund invests at least 80% of its net assets
     (plus borrowings for investment  purposes,  if any) in equity securities of
     US large  capitalization  companies.  The Fund defines large capitalization
     companies as those with a market capitalization of at least $3 billion. The
     Fund  may  invest  up to 20% of its  net  assets  in the  securities  of US
     companies that have market  capitalizations within the range of the Russell
     1000  Index  but  below $3  billion  in market  capitalization  and/or  the
     securities  of foreign  companies in developed  countries.  Investments  in
     equity  securities  may  include,  but are not limited to,  dividend-paying
     securities,  common stock, preferred stock, shares of investment companies,
     convertible securities, warrants and rights.

In addition,  foreign  currency  agreements are added to the list of permissible
derivative  instruments  included in the second  paragraph under the sub-heading
"Principal investment strategies."

The  following  section  is  added  after  the  first  bullet  point  under  the
sub-heading "Principal risks":

     o    Foreign investing risk--The risk that prices 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. In addition, a decline in the value
          of foreign currencies  relative to the US dollar will reduce the value
          of  securities   denominated  in  those  currencies.   Also,   foreign
          securities  are sometimes  less liquid and harder to sell and to value
          than securities of US issuers.

6.   The  following  supplements   information  contained  on  page  77  in  the
     Prospectus  section  entitled "UBS  Absolute  Return Bond Fund - Investment
     objective, strategies, securities selection and risks":

The fourth paragraph under the sub-heading  "Principal investment strategies" is
deleted in its entirety and replaced by the following:

     The Fund may invest in other open-end  investment  companies advised by the
     Advisor to gain  exposure to the emerging  markets,  securitized  mortgage,
     global loan and high yield asset  classes,  as well as other asset  classes
     permitted  for  investment  by the  Fund.  The  Fund  does  not pay fees in
     connection with its investment in the investment  companies  advised by the
     Advisor, but may pay expenses associated with such investments.

7.   The  following  supplements   information  contained  on  page  86  in  the
     Prospectus  section entitled "UBS Global Bond Fund - Investment  objective,
     strategies, securities selection and risks":

The last paragraph  under the sub-heading  "Securities  selection" is deleted in
its entirety and replaced by the following:

     The Fund may invest in other open-end  investment  companies advised by the
     Advisor to gain exposure to the emerging markets debt, global loan and high
     yield  asset  classes,  as  well  as  other  asset  classes  permitted  for
     investment by the Fund.  The Fund does not pay fees in connection  with its
     investment in the investment  companies advised by the Advisor, but may pay
     expenses associated with such investments.

8.   The  following  supplements  information  contained  on pages  92-94 in the
     Prospectus  section  entitled "UBS High Yield Fund - Investment  objective,
     strategies, securities selection and risks":

The following  paragraph is added as the last  paragraph  under the  sub-heading
"Principal investment strategies":

     In addition,  the Fund may, but is not required to, invest up to 20% of its
     net assets in the UBS  Opportunistic  Loan  Relationship Fund series of UBS
     Relationship  Funds (the "Loan  Fund") to gain  exposure to the global loan
     market to the extent  permitted by an exemptive order received by the Fund.
     The Fund does not pay fees in  connection  with its  investment in the Loan
     Fund, but may pay expenses associated with such investments.  The Loan Fund
     invests  primarily  in loan  assignments,  loan  participations  and  other
     investments  that  provide  exposure  to  loans,  which may be US dollar or
     non-US dollar  denominated  and may have all types of interest rate payment
     and  reset  terms,  including  floating,  variable  and fixed  rate.  These
     investments  may  be  of  any  credit  quality,  but  are  generally  below
     investment grade. In addition,  the Fund's investment in shares of the Loan
     Fund provides the Fund with exposure to senior secured,  senior  unsecured,
     subordinated and junior loan assignments and participations,  as well as to
     other instruments that provide exposure to loans.

The following  paragraph is added as the last bullet point under the sub-heading
"Principal risks":

     Risks of investments in loans--The possible fluctuations in the Loan Fund's
     value  would  directly  affect the value of the Fund to the extent that the
     Fund is  invested  in the Loan Fund.  With  respect  to the Loan  Fund,  an
     increase  in demand for loans may  adversely  affect  the rate of  interest
     payable on loans  acquired by the Loan Fund,  thus reducing  returns of the
     Loan Fund.  Extreme  increases in  prevailing  interest  rates may cause an
     increase  in loan  defaults  which may cause a decline  in the Loan  Fund's
     value.  A decrease in  interest  rates  could  adversely  affect the income
     earned by the Loan Fund from its loans. Moreover, because floating rates on
     loans only reset  periodically,  changes in prevailing  interest  rates may
     cause  a  fluctuation  in the  Loan  Fund's  value  for the  floating  rate
     securities in which the Loan Fund invests. In addition, in the event that a
     borrower in a loan defaults,  the  collateral  securing a loan may be found
     invalid,  may be used to pay other outstanding  obligations of the borrower
     under  applicable  law or may be  difficult to  liquidate.  The Loan Fund's
     access to the  collateral may be limited or delayed by bankruptcy and other
     insolvency  laws.  Unsecured  loans are not supported by collateral,  which
     results in a greater risk of loss.  The Advisor has chosen to remain on the
     public  side  of all  loan  transactions,  meaning  it  refuses  access  to
     non-public information. The Advisor effectively manages loans based only on
     available  public  material to allow greater use of common credit  research
     across loans and the publicly  traded bonds and equities of the  borrowers.
     However,  this lack of  access to  non-public  information  means  that the
     Advisor  does not receive  information  that would  otherwise  be useful in
     reviewing  the credit  quality and  underlying  financial  condition of the
     borrower.  In certain  instances,  however,  the Advisor may seek access to
     non-public  information with respect to a particular loan currently held by
     the Loan Fund if the loan has  defaulted  or is in danger of  default or if
     the Fund is a material  holder of the loan during a  significant  change in
     the terms of the loan.  In these  situations  the Advisor may be restricted
     from trading the loan or other debt and equity  securities  of the borrower
     while it is in possession of such material, non-public information, even if
     such loan or other security is declining in value. With respect to the Loan
     Fund's investment in participations in loans, the Loan Fund has rights that
     are more  limited  than the rights of lenders or of persons  who  acquire a
     loan by assignment.  In addition,  the Loan Fund assumes the credit risk of
     the lender  selling  the  participation,  as well as the credit risk of the
     borrower.  In  the  event  of the  insolvency  of the  lender  selling  the
     participation,  the Loan Fund may be treated as a general  creditor  of the
     lender  and may not have a senior  claim to the  lender's  interest  in the
     loan. Certain investments in loans or other securities in the Loan Fund may
     be  considered  illiquid.  Loans are  generally  not  traded on a  national
     securities exchange,  but are traded on active secondary markets.  Economic
     and other  events  (whether  real or  perceived)  can reduce the demand for
     certain loans or loans generally,  which may reduce market prices and cause
     the Loan  Fund's  net  asset  value per share to fall.  The  frequency  and
     magnitude of such changes cannot be predicted. No active trading market may
     exist for some loans and certain  loans may be subject to  restrictions  on
     resale. In addition, a secondary market may be subject to irregular trading
     activity, wide bid/ask spreads and extended trade settlement periods, which
     may  impair the  ability  of the Loan Fund to  realize  full value and thus
     cause a decline in the Loan Fund's net asset value.

9.   The  following  supplements  information  contained  on  page  100  in  the
     Prospectus  section  entitled "UBS U.S.  Bond Fund - Investment  objective,
     strategies, securities selection and risks":

The last paragraph  under the sub-heading  "Securities  selection" is deleted in
its entirety and replaced by the following:

     The Fund may invest in other open-end  investment  companies advised by the
     Advisor to gain exposure to the emerging markets debt, global loan and high
     yield  asset  classes,  as  well  as  other  asset  classes  permitted  for
     investment by the Fund.  The Fund does not pay fees in connection  with its
     investment in the investment  companies advised by the Advisor, but may pay
     expenses associated with such investments.

10.  Effective  on  December  31,  2007,  Brian  Singer  was no longer  the lead
     portfolio  manager for the UBS Dynamic  Alpha Fund,  UBS Global  Allocation
     Fund and UBS Global  Frontier  Fund.  Edwin Denson,  Thomas Clarke and Neil
     Williams  replaced Mr. Singer as the lead  portfolio  managers in charge of
     the UBS Dynamic Alpha Fund's day-to-day operations; Edwin Denson and Thomas
     Clarke replaced Mr. Singer as the lead portfolio  managers in charge of the
     UBS  Global  Allocation  Fund's  day-to-day  operations;  and Edwin  Denson
     replaced  Mr.  Singer as the lead  portfolio  manager  in charge of the UBS
     Global Frontier Fund's day-to-day operations.  Therefore,  on pages 119-120
     in the Prospectus, the section entitled "UBS Dynamic Alpha Fund, UBS Global
     Allocation   Fund  and  UBS  Global   Frontier   Fund"  under  the  heading
     "Management" and the sub-heading  "Portfolio management" is replaced in its
     entirety by the following:

     UBS Dynamic Alpha Fund

     Edwin  Denson,  Thomas  Clarke  and Neil  Williams  are the lead  portfolio
     managers for the Fund. Messrs.  Denson,  Clarke and Williams have access to
     certain  members of the  fixed-income  and equities  investment  management
     teams,  each of whom is allocated a specified portion of the portfolio over
     which  he or she has  independent  responsibility  for  research,  security
     selection, and portfolio construction. The team members also have access to
     additional portfolio managers and analysts within the various asset classes
     and markets in which the Fund  invests.  Mr.  Denson and Mr.  Williams,  as
     senior portfolio managers for the Fund, have  responsibility for allocating
     the  portfolio  among  the  various  managers  and  analysts,  occasionally
     implementing  trades on behalf of  analysts on the team and  reviewing  the
     overall  composition  of the  portfolio to ensure its  compliance  with its
     stated  investment  objectives  and  strategies.   Mr.  Clarke,  as  senior
     portfolio manager for the Fund, has responsibility for setting the currency
     strategies  and making all currency  decisions  for the Fund,  occasionally
     implementing  trades on behalf of  analysts on the team and  reviewing  the
     overall  composition  of the  portfolio to ensure its  compliance  with its
     stated  investment  objectives and  strategies.  Information  about Messrs.
     Denson, Clarke and Williams is provided below.

     Edwin  Denson  is an  Executive  Director  and  has  been  a  senior  asset
     allocation analyst at UBS Global Asset Management since 2005. Mr. Denson is
     a member of the Asset Allocation Analysis and Strategy team. Previously, he
     served as  director  and asset  allocation  analyst  with UBS Global  Asset
     Management  since 2001. Mr. Denson has been involved with the management of
     the Fund's  portfolio  since its  inception and assumed his present role in
     2007.

     Thomas  Clarke is a Managing  Director  and Head of Currency  Analysis  and
     Strategy at UBS Global Asset Management.  Mr. Clarke has been an investment
     professional at UBS Global Asset Management since 2000. Mr. Clarke has been
     involved with the  management of the Fund's  portfolio  since its inception
     and assumed his present role in 2007.

     Neil Williams is a Managing  Director and has been Head of Asset Allocation
     at UBS Global Asset  Management  since 2003. Mr. Williams has been involved
     with the management of the Fund's portfolio since its inception and assumed
     his present role in 2007.

     UBS Global Allocation Fund

     Edwin  Denson and Thomas  Clarke are the lead  portfolio  managers  for the
     Fund.  Mr.  Denson and Mr.  Clarke  have  access to certain  members of the
     fixed-income  and equities  investment  management  teams,  each of whom is
     allocated a  specified  portion of the  portfolio  over which he or she has
     independent responsibility for research,  security selection, and portfolio
     construction.  The team  members also have access to  additional  portfolio
     managers and analysts within the various asset classes and markets in which
     the Fund invests. Mr. Denson, as senior portfolio manager for the Fund, has
     responsibility  for allocating the portfolio among the various managers and
     analysts,  occasionally  implementing  trades on behalf of  analysts on the
     team and reviewing the overall  composition  of the portfolio to ensure its
     compliance  with its  stated  investment  objectives  and  strategies.  Mr.
     Clarke,  as senior portfolio manager for the Fund, has  responsibility  for
     setting the currency  strategies and making all currency  decisions for the
     Fund,  occasionally  implementing  trades on behalf of analysts on the team
     and  reviewing  the  overall  composition  of the  portfolio  to ensure its
     compliance   with  its  stated   investment   objectives  and   strategies.
     Information about Mr. Denson and Mr. Clarke is provided below.

     Edwin  Denson  is an  Executive  Director  and  has  been  a  senior  asset
     allocation analyst at UBS Global Asset Management since 2005. Mr. Denson is
     a member of the Asset Allocation Analysis and Strategy team. Previously, he
     served as  director  and asset  allocation  analyst  with UBS Global  Asset
     Management  since 2001. Mr. Denson has been involved with the management of
     the Fund's portfolio since 2001 and assumed his present role in 2007.

     Thomas  Clarke is a Managing  Director  and Head of Currency  Analysis  and
     Strategy at UBS Global Asset Management.  Mr. Clarke has been an investment
     professional at UBS Global Asset Management since 2000. Mr. Clarke has been
     involved with the management of the Fund's portfolio since 2000 and assumed
     his present role in 2007.

     UBS Global Frontier Fund

     Edwin Denson is the lead  portfolio  manager for the Fund.  Mr.  Denson has
     access to  certain  members of the  fixed-income  and  equities  investment
     management  teams,  each of whom is  allocated a  specified  portion of the
     portfolio over which he or she has independent responsibility for research,
     security selection, and portfolio construction.  The team members also have
     access to  additional  portfolio  managers and analysts  within the various
     asset classes and markets in which the Fund invests.  Mr. Denson, as senior
     portfolio  manager for the Fund,  has  responsibility  for  allocating  the
     portfolio among the various  managers and analysts,  determining the amount
     of leverage to use in the portfolio,  occasionally  implementing  trades on
     behalf of analysts on the team and reviewing the overall composition of the
     portfolio to ensure its compliance  with its stated  investment  objectives
     and strategies. Information about Mr. Denson is provided below.

     Edwin  Denson  is an  Executive  Director  and  has  been  a  senior  asset
     allocation analyst at UBS Global Asset Management since 2005. Mr. Denson is
     a member of the Asset Allocation Analysis and Strategy team. Previously, he
     served as  director  and asset  allocation  analyst  with UBS Global  Asset
     Management  since 2001. Mr. Denson has been involved with the management of
     the Fund's  portfolio  since its  inception and assumed his present role in
     2007.

In addition,  Bruno  Bertocci,  the portfolio  manager for the UBS Global Equity
Fund, was replaced by Nicholas Melhuish effective on January 1, 2008. Therefore,
on page 120 in the  Prospectus,  the section  entitled  "UBS Global Equity Fund"
under the heading  "Management"  and the sub-heading  "Portfolio  management" is
replaced in its entirety by the following:

     UBS Global Equity Fund

     Nicholas  Melhuish is the portfolio manager for the UBS Global Equity Fund.
     He is responsible  for the day-to-day  management of the Fund's  portfolio.
     Mr.  Melhuish  has  access  to  global  analysts  who are  responsible  for
     researching,  projecting  cash flow and  providing a basis for  determining
     which securities are attractively  valued.  Mr. Melhuish works closely with
     the  analysts  to decide  how to  structure  the UBS  Global  Equity  Fund.
     Information about Mr. Melhuish is provided below.

     Nicholas  Melhuish  is a  Managing  Director  and has been  Head of  Global
     Equities  at UBS  Global  Asset  Management  since  2007.  Previously,  Mr.
     Melhuish was the lead portfolio  manager and team head for the  traditional
     global equity strategy at Nicholas  Applegate Capital  Management from 2003
     through 2007. Mr.  Melhuish has been a portfolio  manager of the Fund since
     2008.

PLEASE BE SURE TO RETAIN THIS IMPORTANT  INFORMATION  WITH YOUR PROSPECTUS DATED
OCTOBER 28, 2007.

Item # zs-324











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The UBS Funds

Statement of Additional Information Supplement

January 29, 2008

Dear Investor,

The  purpose  of this  supplement  is to  update  the  statement  of  additional
information  of the series of The UBS Funds dated  October  28, 2007  ("SAI") as
follows:

1.   The third paragraph under the heading  "Investments  relating to all Funds"
     and the  sub-heading  "Investment  company  securities  and  investments in
     affiliated  investment  companies" on page 17 of the SAI is replaced in its
     entirety by the following:

     In  lieu  of  investing  directly  in  certain  high  yield,   higher  risk
     securities,  the Funds  may  invest a  portion  of their  assets in the UBS
     Opportunistic High Yield Relationship Fund. The investment objective of the
     UBS Opportunistic High Yield Relationship Fund is to maximize total return,
     consisting of capital  appreciation and current income,  while  controlling
     risk.  Under  normal  circumstances,   the  UBS  Opportunistic  High  Yield
     Relationship  Fund invests at least 80% of its net assets (plus  borrowings
     for investment  purposes,  if any) in fixed income  securities that provide
     higher  yields and are lower  rated.  High yield,  lower rated fixed income
     securities are those rated below investment grade.

     In addition, to gain exposure to loan assignments,  loan participations and
     other  investments  in the global loan market,  certain  Funds may invest a
     portion of their assets in the UBS  Opportunistic  Loan  Relationship  Fund
     (the "Loan Fund"). The investment objective of the Loan Fund is to maximize
     total return, consisting of current income and capital appreciation,  while
     controlling  risk.  Under  normal  circumstances,  the Loan Fund invests at
     least 80% of its net assets (plus  borrowings for investment  purposes,  if
     any) in loans or other  financial  instruments  that  provide  exposure  to
     loans. See "Investment strategies--Loan participations and assignments" for
     addition information and risks of the Funds' investment in the Loan Fund.

2.   The following section is added after the sub-section  entitled  "Structured
     notes" under the heading  "Investments  relating to UBS Dynamic Alpha Fund,
     UBS Global  Allocation  Fund, UBS Global Frontier Fund, UBS Absolute Return
     Bond Fund,  UBS Global  Bond  Fund,  UBS High Yield Fund and UBS U.S.  Bond
     Fund" on page 34 of the SAI:

     Loan participations and assignments

     Each Fund  (other  than the UBS High Yield Fund) may invest up to 5% of its
     net  assets,  and the UBS High  Yield  Fund may invest up to 20% of its net
     assets,  in the Loan Fund to gain  exposure to the global loan market.  The
     Loan Fund primarily invests in floating, variable and fixed rate loans made
     to or issued by US and non-US companies and partnerships  typically through
     loan assignments,  but also through  participations in loans. The Loan Fund
     primarily  invests in senior  secured loans,  but may also purchase  senior
     unsecured,  subordinated, and junior loans. Loans in general are subject to
     the general risks of fixed income investing  including credit,  prepayment,
     extension  and,  to a lesser  extent,  interest  rate risks.  The  possible
     fluctuations  in the Loan Fund's value would directly affect the value of a
     Fund to the  extent  that  the  Fund is  invested  in the  Loan  Fund  and,
     therefore, the Funds are subject to the same risks as the Loan Fund.

     A senior loan is typically originated, negotiated and structured by a US or
     foreign  commercial  bank,  insurance  company,  finance  company  or other
     financial  institution  (the  "Agent") for a group of loan  investors.  The
     Agent  typically  administers  and enforces the loan on behalf of the other
     loan  investors  and typically  holds any  collateral on behalf of the loan
     investors.  Loan interests primarily take the form of assignments purchased
     in the primary or secondary  market.  Senior loans  typically hold the most
     senior  position  in  the  capital  structure  of a  business  entity,  and
     therefore  have priority over the claims of most or all other  creditors on
     the borrower's cash flow in the event of default.  Senior secured loans are
     typically  secured with specific  collateral and have a claim on the assets
     and/or  stock of the borrower  that is senior to that held by  subordinated
     debtholders and  stockholders of the borrower.  Senior  unsecured loans are
     not  supported by  collateral  and, in such cases,  the Loan Fund would not
     have a claim on any specific asset or stock of the borrower,  which results
     in a greater risk of loss. The proceeds of senior loans  primarily are used
     to finance leveraged  buyouts,  recapitalizations,  mergers,  acquisitions,
     stock repurchases,  dividends, and, to a lesser extent, to finance internal
     growth and for other corporate  purposes.  The amount of public information
     available  with  respect to senior  loans may be less  extensive  than that
     available for registered or exchange listed securities.

     Junior  loans or second  lien loans are subject to the same  general  risks
     inherent  to any  loan  investment,  but  due to  their  lower  place  in a
     borrower's  capital structure and possible  unsecured status,  junior loans
     involve a higher  degree of  overall  risk  than  senior  loans of the same
     borrower. A junior loan may have a claim on the same collateral pool as the
     senior  loan or it may be  secured by a  separate  set of  assets,  such as
     property, plants, or equipment.

     The Loan Fund purchases loans primarily through  assignments,  but may also
     purchase  participation  interests  in loans.  The  agent and the  original
     lenders   of  a  loan   typically   have  the   right  to  sell   interests
     ("participations")  in their share of the loan to other  participants or to
     assign all or a portion of their interests  ("assignments")  in the loan to
     other parties. When the Loan Fund purchases an assignment, it typically has
     a  direct  contractual  relationship  with  the  borrower  and may  enforce
     compliance  by the  borrower  with the  terms of the  loan  agreement.  The
     purchaser  of an  assignment  typically  succeeds  to all  the  rights  and
     obligations  under the loan  agreement of the  assigning  loan investor and
     becomes a loan investor  under the loan  agreement with the same rights and
     obligations as the assigning loan investor.  Assignments may,  however,  be
     arranged  through  private  negotiations  between  potential  assignees and
     potential  assignors,  and  the  rights  and  obligations  acquired  by the
     purchaser of an assignment may differ from, and be more limited than, those
     held by the assigning loan investor.

     When the Loan Fund acquires a  participation  in a loan, it typically has a
     contractual  relationship only with the lender, not with the borrower, and,
     therefore,  the Loan Fund  generally has no right to enforce  compliance by
     the borrower with the terms of the loan  agreement.  As a result,  the Loan
     Fund may have the right to receive payments of principal,  interest and any
     fees to which it is  entitled  only  from the  loan  investor  selling  the
     participation  and only upon receipt by such loan investor of such payments
     from the borrower. In connection with purchasing  participations,  the Loan
     Fund may not directly  benefit from the  collateral  supporting the loan in
     which it has  purchased  the  participation.  As a  result,  the Loan  Fund
     assumes the credit risk of both the borrower and the loan investor  selling
     the  participation.  Certain  participations  may be structured in a manner
     designed to avoid purchasers of participations  being subject to the credit
     risk of the lender  with  respect to the  participation.  Even under such a
     structure, in the event of the lender's insolvency,  the lender's servicing
     of  the   participation  may  be  delayed  and  the  assignability  of  the
     participation  may be impaired.  The Loan Fund will acquire  participations
     only if the lender  interpositioned  between the Loan Fund and the borrower
     is  determined  by the  Advisor  to be  creditworthy.  In the  event of the
     insolvency of the loan investor selling a participation,  the Loan Fund may
     be treated as a general  creditor of such loan  investor.  The selling loan
     investors and other persons interpositioned between such loan investors and
     the Loan Fund with respect to such participations will likely conduct their
     principal  business  activities  in  the  banking,  finance  and  financial
     services industries.

     The rate of interest  payable on floating rate corporate loans or corporate
     debt  securities is established as the sum of a base lending rate,  such as
     the  London  Inter-Bank  Offered  Rate  (LIBOR),  plus a  specified  margin
     (typically  between  2% to 4%).  The  Advisor  believes  that such  spreads
     significantly  reduce the impact of interest rate  movements as compared to
     other  debt  securities.   The  interest  rate  on  LIBOR-based  loans  and
     securities is reset  periodically,  typically at regular  intervals ranging
     between 30 and 90 days.  In the  alternative,  a portion of the Loan Fund's
     investments may consist of loans with interest rates that are fixed for the
     term of the loan.  Investment  with longer  interest  rate reset periods or
     fixed  interest  rates may increase  fluctuations  in the Loan Fund's share
     price as a result of changes in interest rates.

     Loans are generally not traded on a national securities  exchange,  but are
     traded on active secondary markets. Economic and other events (whether real
     or perceived)  can reduce the demand for certain loans or loans  generally,
     which may reduce  market  prices and cause the Loan  Fund's net asset value
     per share to fall.  The frequency  and magnitude of such changes  cannot be
     predicted.  No active  trading  market may exist for some loans and certain
     loans may be subject to  restrictions on resale.  In addition,  a secondary
     market may be subject to irregular trading  activity,  wide bid/ask spreads
     and extended trade settlement periods,  which may impair the ability of the
     Loan Fund to  realize  full value and thus cause a decline in its net asset
     value.

     The  Advisor  has  chosen  to  remain  on  the  public  side  of  all  loan
     transactions by refusing access to non-public  information about a borrower
     that may otherwise be available to the  portfolio  manager or his team as a
     consequence of typical loan terms requiring borrowers to provide non-public
     information  periodically  to lenders.  The Adviser refuses such non-public
     information as the receipt of such information  would require the portfolio
     manager  and his team to be  "walled  off" from other  portfolio  managers,
     traders and research staff, which would inhibit the Loan Fund's opportunity
     to leverage research and analysis from other portfolio management teams and
     may  increase the costs of the Loan Fund.  However,  by not  receiving  the
     non-public  information about a borrower,  the portfolio manager and credit
     analysts may not receive  certain  information to which the Loan Fund would
     otherwise  have been entitled that otherwise may have affected its decision
     to invest in the loan. In certain instances,  however, the Advisor may seek
     access  to  non-public  information  with  respect  to  a  particular  loan
     currently  held by the Loan Fund if the loan has  defaulted or is in danger
     of  default  or if the  Fund is a  material  holder  of the  loan  during a
     significant  change  in the  terms of the  loan.  In these  situations  the
     Advisor may be  restricted  from  trading the loan or other debt and equity
     securities  of the borrower  while it is in  possession  of such  material,
     non-public information, even if such loan or other security is declining in
     value.

3.   The first paragraph under the heading "Investments  relating to UBS Dynamic
     Alpha Fund,  UBS Global  Allocation  Fund,  UBS Global  Frontier  Fund, UBS
     Global Equity Fund, UBS  International  Equity Fund, UBS U.S.  Equity Alpha
     Fund,  UBS U.S.  Large Cap Equity Fund, UBS U.S. Large Cap Growth Fund, UBS
     U.S.  Large Cap Value Equity Fund, UBS U.S. Mid Cap Growth Equity Fund, UBS
     U.S.  Small Cap Growth  Fund and UBS High Yield  Fund" and the  sub-heading
     "Equity  securities"  on pages 18-19 of the SAI is replaced in its entirety
     by the following:

     The Funds may invest in a broad range of equity securities of US and non-US
     issuers,  including,  but not limited to,  common  stocks of  companies  or
     closed-end   investment   companies,   preferred  stocks,  debt  securities
     convertible  into or  exchangeable  for common  stock,  securities  such as
     warrants or rights that are convertible  into common stock and sponsored or
     unsponsored American,  European and Global depositary receipts ("Depositary
     Receipts").   The  issuers  of  unsponsored  Depositary  Receipts  are  not
     obligated to disclose material information in the United States. The Funds,
     except for the UBS U.S. Mid Cap Growth  Equity Fund and UBS U.S.  Small Cap
     Growth Fund, expect their US equity  investments to emphasize large and mid
     capitalization  companies.  The UBS U.S. Mid Cap Growth Equity Fund expects
     its US equity  investments to emphasize mid capitalization  companies.  The
     UBS U.S.  Small  Cap  Growth  Fund  expects  its US equity  investments  to
     emphasize small capitalization  companies.  The UBS Dynamic Alpha Fund, UBS
     Global  Allocation  Fund, UBS Global Frontier Fund, UBS Global Equity Fund,
     UBS International  Equity Fund, UBS U.S. Equity Alpha Fund and UBS U.S. Mid
     Cap Growth Equity Fund may also invest in small  capitalization  companies.
     The  equity  markets in the non-US  component  of the Funds will  typically
     include  available shares of larger  capitalization  companies but may also
     include  intermediate and small  capitalization  companies.  Capitalization
     levels are measured relative to specific markets, thus large,  intermediate
     and small  capitalization  ranges vary country by country.  The UBS Dynamic
     Alpha Fund, UBS Global  Allocation Fund, UBS Global Frontier Fund, UBS U.S.
     Equity  Alpha Fund and UBS U.S.  Mid Cap Growth  Equity  Fund may invest in
     equity  securities  of companies  considered  by the Advisor to be in their
     post-venture   capital  stage,  or  "post-venture   capital  companies."  A
     post-venture capital company is a company that has received venture capital
     financing either: (a) during the early stages of the company's existence or
     the early stages of the development of a new product or service,  or (b) as
     part of a restructuring or recapitalization of the company. The UBS Dynamic
     Alpha Fund,  UBS Global  Allocation  Fund,  UBS Global  Frontier  Fund, UBS
     Global  Equity  Fund,  UBS  International  Equity Fund and UBS U.S. Mid Cap
     Growth  Equity Fund may invest in equity  securities of issuers in emerging
     markets and in securities  with respect to which the return is derived from
     the equity securities of issuers in emerging markets.

4.   The UBS U.S. Equity Alpha Fund and UBS U.S. Large Cap Equity Fund are added
     to the  list of  Funds  in the  heading  "Investments  relating  to the UBS
     Dynamic Alpha Fund, UBS Global  Allocation  Fund, UBS Global Frontier Fund,
     UBS Global Equity Fund,  UBS  International  Equity Fund, UBS U.S Large Cap
     Growth Fund, UBS U.S. Mid Cap Growth Equity Fund, UBS U.S. Small Cap Growth
     Fund,  UBS Absolute  Return Bond Fund, UBS Global Bond Fund, UBS High Yield
     Fund and UBS U.S.  Bond Fund" on page 19 of the SAI to reflect  the ability
     of such Funds to invest in foreign  securities  of developed  countries and
     forward foreign currency contracts,  among other investments.  In addition,
     the chart on page B-1 of "Appendix  B--Risk  Summary" of the SAI is revised
     to indicate  that "Foreign  country & currency"  risk apply to the UBS U.S.
     Equity Alpha Fund and the UBS U.S. Large Cap Equity Fund.

5.   Effective  on  December  31,  2007,  Brian  Singer  was no longer  the lead
     portfolio  manager for the UBS Dynamic  Alpha Fund,  UBS Global  Allocation
     Fund and UBS Global  Frontier  Fund.  Edwin Denson,  Thomas Clarke and Neil
     Williams  replaced Mr. Singer as the lead  portfolio  managers in charge of
     the UBS Dynamic Alpha Fund's day-to-day operations; Edwin Denson and Thomas
     Clarke replaced Mr. Singer as the lead portfolio  managers in charge of the
     UBS  Global  Allocation  Fund's  day-to-day  operations;  and Edwin  Denson
     replaced  Mr.  Singer as the lead  portfolio  manager  in charge of the UBS
     Global Frontier Fund's day-to-day operations.  Therefore, on page 68 of the
     SAI,  the  information  presented  with  respect to Brian  Singer under the
     heading  "Investment  advisory,  principal  underwriting  and other service
     arrangements"  and the  sub-heading  "Portfolio  managers,"  including  the
     corresponding  footnotes  presented on page 70, is replaced in its entirety
     by the following:

                                                   Registered investment      Other pooled investment
                                                       companies                      vehicles                  Other accounts
                                           -----------------------------    --------------------------   ---------------------------
                                                        Assets                            Assets                        Assets
                                                        managed (in                       managed (in                   managed (in
Portfolio Manager (Funds managed)          Number       millions)            Number       millions)          Number     millions)
------------------------------------------ -------------------------------   --------------------------- ---------------------------
Edwin Denson(1)
(UBS Dynamic Alpha Fund, UBS Global
Allocation Fund and UBS Global Frontier
Fund)                                        11          $13,680              21(2)        $26,984            25          $5,206

Thomas Clarke(1)
(UBS Dynamic Alpha Fund and UBS Global
Allocation)                                   7          $12,682              21(2)        $27,065            11          $3,185

Neil Williams(1)
(UBS Dynamic Alpha Fund)                      3           $3,621                4          $5,175              7          $1,212

(1)  Edwin  Denson,  Thomas  Clarke  and  Neil  Williams  began  managing  their
     respective Funds effective on December 31, 2007.  Information  provided for
     Messrs. Denson, Clarke and Williams is as of September 30, 2007.

(2)  One account with assets of  approximately  $187 million has an advisory fee
     based upon the performance of the account.

     In  addition,  Bruno  Bertocci,  the  portfolio  manager for the UBS Global
Equity  Fund,  was replaced by Nicholas  Melhuish  effective on January 1, 2008.
Therefore,  on page 69 of the SAI,  the  information  presented  with respect to
Bruno Bertocci under the heading "Investment  advisory,  principal  underwriting
and other service  arrangements"  and the  sub-heading  "Portfolio  managers" is
replaced in its entirety by the following:"

                                         Registered investment         Other pooled investment
                                               companies                       vehicles                     Other accounts
-----------------------------------  -----------------------------   -----------------------------   -----------------------------
Portfolio Manager (Funds managed)      Number     Assets managed      Number     Assets managed        Number     Assets managed
-----------------------------------  -----------------------------   -----------------------------   -----------------------------
Nicholas Melhuish(b)
(UBS Global Equity Fund                  2          $399.9             13             $307               9            $4,260

(b)  Nicholas  Melhuish  began  managing the Fund  effective on January 1, 2008.
     Information provided for Mr. Melhuish is as of September 30, 2007.

     Also,  on page 72 of the SAI,  the  information  presented  with respect to
Brian  Singer  and  Bruno  Bertocci  under  the  Heading  "Investment  advisory,
principal  underwriting  and other  service  arrangements"  and the  sub-heading
"Portfolio managers" is deleted in its entirety and the following information is
added into the table on page 72:

Portfolio Manager/Fund*              Range of shares owned**
-------------------------------------------------------------
Edwin Denson
UBS Dynamic Alpha Fund                None
UBS Global Allocation Fund            $50,001-$100,000
UBS Global Frontier Fund              None

Thomas Clarke
UBS Dynamic Alpha Fund                None
UBS Global Allocation                 None

Neil Williams
UBS Dynamic Alpha Fund                None

Nicholas Melhuish
UBS Global Equity Fund                None


PLEASE BE SURE TO RETAIN  THIS  IMPORTANT  INFORMATION  WITH YOUR  STATEMENT  OF
ADDITIONAL INFORMATION DATED OCTOBER 28, 2007.

Item # ZS-325