The UBS Funds: 485(a) Filing (Rescission Offer) dated March 1, 2006

485APOS 1 ubs485a030106.htm The UBS Funds: 485(a) Filing (Rescission Offer) dated March 1, 2006

As filed with the U.S. Securities and Exchange Commission on March 1, 2006
File No. 033-47287
File No. 811-06637

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. 49 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 50

(Check appropriate box or boxes.)

THE UBS FUNDS
(Exact Name of Registrant as Specified in Charter)

One North Wacker, Chicago, Illinois 60606
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code 312-525-7100

Mark F. Kemper
UBS Global Asset Management (US) Inc.
51 West 52nd Street
New York, NY 10019-6114
(Name and Address of Agent for Service)

Please send copies of all communications to:

Bruce G. Leto, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564-8027

It is proposed that this filing will become effective (check appropriate box):

___ immediately upon filing pursuant to paragraph (b)
___ on [Date]pursuant to paragraph (b)
_X_ 60 days after filing pursuant to paragraph (a)(1)
___ on [Date] pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on [Date] pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

This Post-Effective Amendment relates only to the Class A shares, Class B shares
and Class C shares of each of the UBS U.S. Bond Fund, UBS High Yield Fund, UBS
U.S. Large Cap Equity Fund, UBS U.S. Large Cap Value Equity Fund, UBS U.S. Large
Cap Growth Fund, UBS U.S. Small Cap Growth Fund, UBS Global Allocation Fund, UBS
Global Equity Fund, UBS Global Bond Fund and UBS International Equity Fund.

EXPLANATORY NOTE

This Post-Effective amendment Nos. 49/50 filed pursuant to paragraph (a) of Rule
485 under the Securities Act of 1933, as amended (the "1933 Act"), is filed
solely to add to the Registration Statement of The UBS Funds (the "Registrant")
materials to be used in connection with a rescission offer to be made to certain
shareholders of the Class A, Class B and Class C shares of the UBS U.S. Bond
Fund, UBS High Yield Fund, UBS U.S. Large Cap Equity Fund, UBS U.S. Large Cap
Value Equity Fund, UBS U.S. Large Cap Growth Fund, UBS U.S. Small Cap Growth
Fund, UBS Global Allocation Fund, UBS Global Equity Fund, UBS Global Bond Fund
and UBS International Equity Fund (collectively, the "Funds").

The prospectus of the Funds dated October 28, 2005, filed pursuant to paragraph
(c) of Rule 497 under the 1933 Act with the U.S. Securities and Exchange
Commission (the "SEC") via the EDGAR system on November 2, 2005 (Accession
Number 0001047469-05-025940) as part of the Registrant's Registration Statement
on Form N-1A (Nos. 33-47287 and 811-6637) is incorporated herein by reference.

The supplement, dated January 10, 2006, to the prospectus of the Funds dated
October 28, 2005, filed pursuant to paragraph (e) of Rule 497 under the 1933 Act
with the SEC via the EDGAR system on January 10, 2006 (Accession Number
0001047469-06-000323) as part of the Registrant's Registration Statement on Form
N-1A (Nos. 33-47287 and 811-6637) is incorporated herein by reference.

The statement of additional information of the Funds dated October 28, 2005,
filed pursuant to paragraph (c) of Rule 497 under the 1933 Act with the SEC via
the EDGAR system on November 2, 2005 (Accession Number 0001047469-05-025940) as
part of the Registrant's Registration Statement on Form N-1A (Nos. 33-47287 and
811-6637) is incorporated herein by reference.

THE UBS FUNDS

March 3, 2006

Dear Shareholder:

Due to an administrative error, certain performance information included in
the "Average Annual Total Returns" tables in the Prospectus dated October 28,
2005 for the following Funds was incorrect: UBS U.S. Bond Fund, UBS High Yield
Fund, UBS U.S. Large Cap Equity Fund, UBS U.S. Large Cap Value Equity Fund, UBS
U.S. Large Cap Growth Fund, UBS U.S. Small Cap Growth Fund, UBS Global
Allocation Fund, UBS Global Equity Fund, UBS Global Bond Fund and UBS
International Equity Fund (the "Funds"). Specifically, the "Return Before Taxes"
performance for the "1 Year," "5 Year" and "Life of Class" periods, as
applicable, for the Class A and Class B shares and the "1 Year" period for the
Class C shares of each of the above named Funds was incorrect. This information
has since been corrected in the Supplement to the Prospectus, dated January 10,
2006.

Because of this administrative error, we are offering you the opportunity
to rescind your purchases of Class A, Class B and/or Class C shares of the above
named Funds that were made between October 28, 2005 and January 31, 2006, the
date the Supplement to the Prospectus was available for distribution to
purchasers.

You may elect to have us repurchase these shares from you on the terms
described in the enclosed materials. Please read these materials. You should
carefully consider whether it is in your best interest to participate in the
offer, which is open until April 6, 2006.

If you wish to accept the offer to sell your shares to us after reading the
materials, please complete the enclosed Acceptance of Rescission Offer Form and
return it, along with any other required documents, by mail to the following
address:

PFPC Inc.
UBS Global Asset Management
P.O. Box 9786
Providence, RI 02940

Your reply must be received by mail no later than 5:00 p.m., Eastern
Standard Time, on April 6, 2006.

If you wish to retain your shares, you should not respond to this offer.

If you have any questions, please call your UBS Financial Advisor or UBS
Funds Client Services, as listed below. Since UBS cannot provide tax advice, you
should also discuss the potential tax consequences of this rescission offer with
your tax advisor.

Questions with respect to the amounts payable under the rescission offer
and requests for assistance with the Acceptance of Rescission Offer Form may be
directed to UBS Funds Client Services by calling 1-800-647-1568 between 8:00
a.m. and 6:00 p.m., Eastern Standard Time, Mondays through Thursdays and between
8:00 a.m. and 5:00 p.m., Eastern Standard Time, on Fridays.

Sincerely,
Mark F. Kemper
Secretary

RESCISSION OFFER

UBS U.S. Bond Fund, UBS High Yield Fund, UBS U.S. Large Cap Equity Fund,
UBS U.S. Large Cap Value Equity Fund, UBS U.S. Large Cap Growth Fund, UBS U.S.
Small Cap Growth Fund, UBS Global Allocation Fund, UBS Global Equity Fund, UBS
Global Bond Fund and UBS International Equity Fund (the "Eligible Funds"), are
offering to rescind all sales of Class A, Class B and Class C shares issued by
the Eligible Funds, including shares issued upon the reinvestment of dividends
paid on such shares, during the period from October 28, 2005 to January 31, 2006
(the "Eligible Shares") for the consideration paid for such shares, plus
interest as described below from the date of purchase, less any dividends
declared and paid or payable with respect to such shares (the "Rescission
Offer").

The Rescission Offer is made only to those who purchased Eligible Shares
between October 28, 2005 and January 31, 2006. We refer to such purchases as
"Eligible Transactions" and to those who purchased shares in Eligible
Transactions as "Offerees."

The Rescission Offer expires at 5:00 p.m., Eastern Standard Time, on April
6, 2006 unless extended by the relevant Fund (such date and time, as they may be
extended, the "Expiration Date").

Offerees are not required to accept the Rescission Offer. Offerees who do
not respond to the Rescission Offer by the Expiration Date will be deemed by the
Eligible Funds to have declined the Rescission Offer.

In deciding whether to accept or reject the Rescission Offer, you should
carefully read this document, the Prospectus dated October 28, 2005 and the
January 10, 2006 Supplement to the Prospectus, available free of charge upon
request from The UBS Funds by calling 1-800-647-1568. The UBS Funds have filed
with the Securities and Exchange Commission (the "SEC") an amendment to the
Registration Statement on Form N-1A (together with all amendments, schedules and
exhibits, the "Registration Statement") under the Securities Act of 1933 and the
Investment Company Act of 1940 relating to the Rescission Offer. The
Registration Statement may be inspected, without charge, over the Internet at
the SEC's website at http://www.sec.gov or at the public reference facilities of
the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room.

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

Neither the SEC, nor any state securities commission has approved or
disapproved of the Rescission Offer or determined whether this document is
truthful or complete. Any representation to the contrary is a criminal offense.

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

THE UBS FUNDS

March 3, 2006

Description of the Rescission Offer

Background and Reasons For the Rescission Offer

Due to an administrative error, certain performance information included in
the "Average Annual Total Returns" tables in the Prospectus dated October 28,
2005 for the Eligible Funds was incorrect. Specifically, the "Return Before
Taxes" performance for the "1 Year," "5 Year" and "Life of Class" periods, as
applicable, for the Class A and Class B shares and the "1 Year" period for the
Class C shares of the Eligible Funds was incorrect. This information has since
been corrected in the Supplement to the Prospectus, dated January 10, 2006.
However, because of this error, the purchasers who bought the Eligible Shares
during the period between October 28, 2005 and January 31, 2006 may be able to
assert claims against The UBS Funds under federal or state securities laws.
While The UBS Funds would assert any appropriate defenses to any such claims, in
an effort to reduce the risk of claims being made in the future, or, if made, to
reduce the amount of potential liability, The UBS Funds is offering to rescind
the purchases of the Eligible Shares.

For purposes of federal securities laws, non-acceptance of the Rescission
Offer may not terminate an Offeree's right to bring a civil action against The
UBS Funds before expiration of the applicable statute of limitations. The
statute of limitations under the Securities Act of 1933 for enforcement of such
rights by a shareholder is one year from the discovery of a possible disclosure
violation. The UBS Funds intends to assert, among other defenses, in any
litigation initiated by an Offeree who does not accept the Rescission Offer,
that such Offeree is estopped or otherwise precluded from asserting such claims.

Amount and Source of Funds

The actual cost to The UBS Funds of the Rescission Offer cannot be
determined at this time because the number of Eligible Shares which will be
repurchased will depend on the number of Eligible Shares tendered for rescission
by the Offerees.

UBS Global Asset Management (US) Inc., The UBS Funds' administrator, will
pay the expenses associated with the Rescission Offer (i.e., legal and
accounting expenses and printing and mailing expenses) and will indemnify The
UBS Funds for any and all losses resulting from the Rescission Offer, including
the interest charges described below. None of the costs will be borne by the
Offerees or The UBS Funds.

Terms of the Rescission Offer

Offerees who currently own Eligible Shares. For those Offerees who elect to
accept the Rescission Offer and who currently own Eligible Shares, The UBS Funds
will repurchase the Eligible Shares for the price paid by such Offeree for such
Eligible Shares, plus interest per annum from the date of purchase through the
date of repurchase of those shares by The UBS Funds, calculated using the
greater of (i) the interest rate for Federal judgments, determined in accordance
with the rate and method of calculation set forth in 28 U.S.C.ss.1961(a) and
(b), or (ii) the applicable interest rate designated by the state law of the
state of the Offeree's residence, less any dividends and cash distributions paid
by the Eligible Funds with respect to such Eligible Shares (the "Rescission
Price")

Offerees who have redeemed Eligible Shares. In addition, The UBS Funds will
pay to each Offeree who has previously redeemed one or more Eligible Shares and
who elects to accept the Rescission Offer, an amount equal to the Rescission
Price (defined above) for such Eligible Shares, less the proceeds from the
redemption of such Eligible Shares.

Offerees who hold their Eligible Shares with a broker-dealer, including UBS
Financial Services, and validly accept the Rescission Offer will receive payment
of the Rescission Price by an automatic credit to such account promptly after
the Expiration Date. Offerees who hold their Eligible Shares directly with the
relevant Fund and validly accept the Rescission Offer will receive, promptly
after the Expiration Date, payment of the Rescission Price by check or wire
transfer in accordance with the instructions provided by such Offeree on the
Acceptance of Rescission Offer Form. The UBS Funds may reject an improperly
completed Acceptance of Rescission Offer Form, or require that it be properly
completed.

The interest to be paid to each Offeree is to be calculated for the period
from the date of purchase of the Eligible Shares to the date of repurchase of
those Eligible Shares by The UBS Funds. If an Offeree has previously redeemed
one or more Eligible Shares, the interest to be paid to such Offeree is to be
calculated for the period from the date of purchase of the Eligible Shares
through the date that The UBS Funds issues payment for such Eligible Shares
under the Rescission Offer. Federal law does not mandate that interest be paid
in a rescission offer at any given rate. The interest rate for this Rescission
Offer will be the greater of (i) the interest rate for Federal judgments,
determined in accordance with the rate and method of calculation set forth in 28
U.S.C. ss.1961(a) and (b), or (ii) the interest rate designated by the state law
of the Offeree's residence. References to any "interest" payment included as
part of the Rescission Offer payment are not intended to characterize that
amount for U.S. federal income tax purposes. The U.S. federal income tax
treatment of amounts paid in the Rescission Offer is discussed in "Supplemental
U.S. Federal Income Tax Considerations" below.

Special Note for Shareholders Who Acquired Eligible Shares by Exchange

If you acquired your Eligible Shares by exchange of other shares
(non-Eligible Shares) of any UBS Fund, then for purposes of the Rescission
Offer, the "consideration paid" for your Eligible Shares shall be the value of
the non-Eligible Shares exchanged for such Eligible Shares, rather than the
consideration (including any front-end sales load) paid with respect to the
original shares.

If, however, you acquired your most recently owned Eligible Shares by
exchange of other Eligible Shares of one or more Eligible Funds, then for
purposes of the Rescission Offer, the "consideration paid" for any particular
Eligible Shares of an Eligible Fund you owned during the period from October 28,
2005 to January 31, 2006 shall be the highest of:

a) the value exchanged to acquire such most recently owned Eligible
Shares; or

b) the consideration you paid (or value exchanged) for the Eligible
Shares that were exchanged for such most recently owned Eligible
Shares; or

c) if you have made multiple exchanges, the consideration you paid (or
value exchanged) to acquire Eligible Shares in any earlier
transactions during the period from October 28 to January 31, 2006,
(whether upon initial purchase of Eligible Shares or in connection
with one or more subsequent exchanges of such Eligible Shares for
other Eligible Shares),

and the acceptance of the Rescission Offer shall be deemed to rescind all such
transactions (i.e. any initial purchase and any subsequent exchange).

How to Accept or Decline the Rescission Offer

Acceptance of the Rescission Offer is optional for each Offeree who
purchased Eligible Shares covered by the Rescission Offer. Offerees are not
required to accept the Rescission Offer. Offerees who do not respond to the
Rescission Offer by the Expiration Date will be deemed by The UBS Funds to have
declined the Rescission Offer.

Offerees electing to accept the Rescission Offer must detach and complete the
enclosed Acceptance of Rescission Offer Form and return it by mail to PFPC Inc.,
UBS Global Asset Management, P.O. Box 9786, Providence, Rhode Island 02940. The
Acceptance of Rescission Offer Form must be received by mail no later than the
Expiration Date. The UBS Funds will not accept or honor any forms received after
the Expiration Date.

Offerees may withdraw their acceptance of the Rescission Offer by written
notice satisfactory to the UBS Funds at the address shown on the Acceptance of
Rescission Offer Form at any time prior to the Expiration Date.

Offerees may redeem their Eligible Shares at any time. If an Offeree has
submitted a Rescission Offer Acceptance Form for any Eligible Shares and then
redeems such Eligible Shares prior to the Expiration Date, the Offeree's
acceptance of the Rescission Offer will be deemed to have been automatically
withdrawn.

Any Offeree who does not notify The UBS Funds in writing of his or her
acceptance of the Rescission Offer on or prior to the Expiration Date will be
deemed to have rejected the Rescission Offer. Such rejection may not be
determinative of an Offeree's actual legal rights.

Expiration Date; Amendments and Extensions

The Rescission Offer will start on March 3, 2006 and will expire on the
Expiration Date (which is 5:00 p.m., Eastern Standard Time, April 6, 2006). The
UBS Funds expressly reserve the right to extend the Rescission Offer as to any
and all Eligible Shares. To the extent it is legally permitted to do so, The UBS
Funds also expressly reserve the absolute right, in their sole discretion, to
amend any of the terms of the Rescission Offer, although there are no present
plans or arrangements to do so. The UBS Funds do not intend to extend the
Rescission Offer except upon the occurrence of events beyond their reasonable
control, including, without limitation, acts of God, acts of governmental
authorities, acts of the public enemy or due to war, riot, flood, civil
commotion, insurrection, labor difficulty, severe or adverse weather conditions,
lack of or shortage of electrical power, or malfunctions of equipment or
software programs.

The UBS Funds will promptly announce any extension or amendment of the
Rescission Offer by such means of announcement as it deems appropriate. It will,
in all cases, be sufficient means of announcement to notify the affected
Offerees at the address indicated in The UBS Funds' records at the time of the
announcement. Any failure to receive notice of any extension or amendment of the
Rescission Offer will in no way affect the validity of such extension or
amendment.

Questions about the Rescission Offer

Offerees who have questions, including questions about amounts payable
under the Rescission Offer, or require additional information about the
Rescission Offer may contact their UBS Financial Advisor or UBS Funds Client
Services at 1-800-647-1568 between 8:00 a.m. and 6:00 p.m., Eastern Standard
Time, Mondays through Thursdays and between 8:00 a.m. and 5:00 p.m., Eastern
Standard Time, on Fridays.

Supplemental U.S. Federal Income Tax Considerations

The following discussion summarizes the material U.S. federal income tax
consequences of the Rescission Offer. This discussion is based upon the
provisions of the Internal Revenue Code of 1986, as amended, which we refer to
as the Code, the regulations promulgated under the Code, and judicial and
administrative rulings in effect as of the date hereof, all of which are subject
to change or varying interpretation, possibly with retroactive effect. Any such
changes could affect the accuracy of the statements and conclusions set forth
herein.

Although the matter is not free from doubt, a holder of Eligible Shares who
accepts the Rescission Offer should recognize gain (or loss) to the extent that
the amount distributed to the holder in exchange for the holder's Eligible
Shares exceeds (or is less than) the holder's tax basis (the amount paid by such
holder, including any sales charges) for such Eligible Shares. Because the
amount distributed to the holder in exchange for the holder's Eligible Shares
will be comprised of the holder's tax basis plus interest, such gain will in
most cases be attributable to the interest portion of the amount only. Such gain
or loss will be short-term capital gain or loss. The amounts previously
distributed and reported to a holder as dividends should be included in the
holder's income for the year in which received. If the Rescission Offer is
accepted by a former holder of Eligible Shares who has previously had such
shares redeemed by the Fund, the amount received by the holder should constitute
short-term capital gain in the year received.

The foregoing discussion does not address all aspects of U.S. federal
income taxation that may be relevant to a shareholder in light of the
shareholder's particular circumstances, nor does it discuss the special
considerations applicable to those holders of shares subject to special rules,
such as shareholders whose functional currency is not the United States dollar,
shareholders subject to the alternative minimum tax, shareholders who are
financial institutions or broker-dealers, mutual funds, partnerships or other
pass-through entities for U.S. federal income tax purposes, tax-exempt
organizations, insurance companies, dealers in securities or foreign currencies,
traders in securities who elect mark to market method of accounting, controlled
foreign corporations, passive foreign investment companies, expatriates, or
shareholders who hold their shares as part of a straddle, constructive sale or
conversion transaction. This discussion assumes that shareholders hold their
shares as capital assets within the meaning of Section 1221 of the Code
(generally property held for investment). No Fund will seek an opinion of
counsel or a ruling from the Internal Revenue Service with respect to the U.S.
federal income tax consequences of the Rescission Offer discussed herein and
accordingly there can be no assurance that the Internal Revenue Service will
agree with the positions described herein. This discussion also does not address
the application and effect of any foreign state or local tax laws.

Shareholders should consult their own tax advisors to determine the
particular tax consequences to them (including the application and effect of any
state, local or foreign income and other tax laws) of the receipt of cash in
connection with the Rescission Offer, in light of their individual
circumstances.

The UBS Funds
Acceptance of Rescission Offer Form

You may elect to accept or reject the Rescission Offer.

If you wish to reject the Rescission Offer, do not complete or return this form.
You do not have to do anything to reject the Rescission Offer.

If you wish to accept the Rescission Offer, please complete, sign and return the
Acceptance of Rescission Offer Form, in accordance with the instructions below.

Instructions

1. Delivery of Acceptance of Rescission Offer Forms; Withdrawal. To accept the
Rescission Offer, you must properly complete and duly execute and mail the
Acceptance of Rescission Offer Form, and any other required documents, to PFPC
Inc. at the address set forth on the Form.

The UBS Funds reserves the absolute right to reject any and all surrenders of
shares and Acceptance of Rescission Offer Forms (i) that are not in proper form
or otherwise not valid or (ii) the acceptance of which would be, in the opinion
of The UBS Funds' counsel, unlawful. The UBS Funds' interpretation of the terms
and conditions of the Rescission Offer, this Acceptance of Rescission Offer Form
and the Instructions hereto will be final and binding. The UBS Funds reserves
the absolute right to waive any defect or irregularity in the surrender of
shares or Acceptance of Rescission Offer Forms.

You may withdraw your acceptance of the Rescission Offer by sending written
notice satisfactory to The UBS Funds to the address shown on the Acceptance of
Rescission Offer Form at any time prior to the Expiration Date. If you submit a
Rescission Offer Acceptance Form for any Eligible Shares and then redeem such
Eligible Shares prior to the Expiration Date, your acceptance of the Rescission
Offer will be deemed to have been automatically withdrawn.

2. Expiration Date. To be effective, an Acceptance of Rescission Offer Form,
as well any required supporting documents, must be received by PFPC Inc. no
later than 5:00 p.m., Eastern Standard Time on April 6, 2006.

3. Signatures. You must complete and sign this Acceptance of Rescission Offer
Form in order to accept the Rescission Offer. If the Acceptance of Rescission
Offer Form is signed by a trustee, executor, administrator, guardian, officer of
a corporation, attorney-in-fact or any other representative or fiduciary, the
person signing must give such person's full title in such capacity and
appropriate evidence of authority to act in such capacity must be forwarded
herewith. If Eligible Shares surrendered hereby are owned of record by two or
more joint owners, all such owners must sign this Acceptance of Rescission Offer
Form.

4. Delivery. The method of delivery of the Acceptance of Rescission Offer Form
and any other required documents is at the election and risk of the Offeree and
the delivery will be deemed to be made only when actually received by The UBS
Funds. It is recommended that it be mailed with return receipt requested and
properly insured.

5. Questions. All questions with respect to the Acceptance of Rescission Offer
Form and the Rescission Offer (including questions relating to the timeliness or
effectiveness of any election) will be determined by The UBS Funds, which
determination shall be final and binding. Any questions or requests for
assistance may be directed to UBS Funds Client Services by calling
1-800-647-1568 or to your UBS Financial Advisor.

The UBS Funds
Acceptance of Rescission Offer Form

PFPC Inc.
UBS Global Asset Management
P.O. Box 9786
Providence, RI 02940

The undersigned acknowledges receipt of The UBS Funds Description of Rescission
Offer dated March 3, 2006 and The UBS Funds Prospectus dated October 28, 2005
and the Supplement to the Prospectus, dated January 10, 2006, pursuant to which
The UBS Funds have offered, upon the terms and conditions set forth in the
Description of Rescission Offer, to rescind the sale of Eligible Shares sold
between October 28, 2005 and January 31, 2006 (the "Rescission Offer").

I hereby accept, on the terms set forth in the Description of Rescission Offer,
the Rescission Offer for the shares described on the back of this Form, which I
represent are Eligible Shares. I direct that all of the payment to be made for
the shares surrendered herewith for purchase be made to me at the address
appearing below on this Acceptance of Rescission Offer Form. I understand that
once The UBS Funds have repurchased the Eligible Shares tendered herewith for
repurchase pursuant to the Rescission Offer, I will no longer hold such shares.

This Form should be mailed to PFPC Inc. at the address above as soon as
possible, so that it is received no later than the expiration date of the
Rescission Offer, April 6, 2006 (the "Expiration Date") unless extended by The
UBS Funds.

Acceptance of Rescission Offer; Request for Rescission

1. The undersigned hereby elects to accept the offer to rescind in full the
sale of Eligible Shares to the undersigned and to receive:

(i) for all shares currently owned, an amount equal to (A) the price paid
per share, plus (B) interest calculated from the date of purchase
through the date of repurchase of those Eligible Shares by The UBS
Funds, using the greater of (1) the interest rate for Federal
judgments, determined in accordance with the rate and method of
calculation set forth in 28 U.S.C.ss. 1961(a) and (b), or (2) the
applicable interest rate designated by the state law of the state of
the Offeree's residence, less (C) the value of any dividends or cash
distributions declared and paid or payable with respect to such
shares; and

(ii) for all shares redeemed prior to the date of the Description of
Rescission Offer, an amount equal to (A) the price paid per share,
plus (B) interest calculated from the date of purchase through the
date that The UBS Funds issues payment for such Eligible Shares under
the Rescission Offer, using the greater of (1) the interest rate for
Federal judgments, determined in accordance with the rate and method
of calculation set forth in 28 U.S.C.ss.1961(a) and (b), or (2) the
applicable interest rate designated by the state law of the state of
the Offeree's residence, less (C) the value of any dividends or cash
distributions declared and paid or payable with respect to such
shares, and less (D) the proceeds from the redemption of such Eligible
Shares.

2. The undersigned (check applicable box):

(a) [ ] HAS; or

(b) [ ] HAS NOT

redeemed all or a portion of the Eligible Shares described above.

Provide the following information for all shares, including shares previously
redeemed, that you wish to rescind.

------------------- ------------------- ------------------ ---------------------------
Fund Name Class of Eligible Date of Purchase Number of Eligible Shares
Shares purchased
------------------- ------------------- ------------------ ---------------------------

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

Provide the following information only if you have redeemed all or a portion of
your shares.

------------------- ------------------- ------------------ ---------------------- -----------------
Fund Name Class of Eligible Date of Number of Eligible Amount of
Shares Redemption Shares Redeemed Consideration
Received
------------------- ------------------- ------------------ ---------------------- -----------------

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

(Additional sheets may be added if necessary)

3. Payment instructions. The undersigned acknowledges that if he or she holds
the Eligible Shares in an account with a broker-dealer, including UBS Financial
Services, The UBS Funds will automatically credit the applicable payment to such
account.

Provide the following information only if you hold Eligible Shares directly with
the relevant Fund, not with a broker-dealer:

The undersigned hereby instructs The UBS Funds to make payable the
Rescission Price as follows (choose one):

[ ] By check payable to:

Payee Name: ______________________________
Payee Address: ______________________________
______________________________

[ ] Wire payment instructions:

Bank: ______________________________
ABA Routing No.: ______________________________
For Credit DDA No.: ______________________________
For Further Credit: ______________________________
Attn: ______________________________

4. Subject to and effective upon receipt by the undersigned of payment for the
Eligible Shares, the undersigned sells, assigns and transfers to The UBS Funds
all right, title and interest in and to all rescinded Eligible Shares as
identified above. The undersigned hereby represents that the undersigned is
conveying all interests in such Eligible Shares free and clear of all liens and
encumbrances of any kind, and that no such interest has been previously or
concurrently transferred in any manner to any other person or entity.

Dated: ______________________ ______________________________
Signature

______________________________
Print Name

______________________________
Title (if applicable)

______________________________
Social Security or Taxpayer
Identification Number (required)

______________________________
Signature of Joint Owner
(if applicable)

______________________________
Print Name of Joint Owner

______________________________
Title (if applicable)

______________________________
Social Security or Taxpayer
Identification Number of Joint
Owner (required)

THE UBS FUNDS

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Articles of Incorporation.

(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
(the "SEC") on September 15, 1998.

(i) 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 SEC
on September 30, 2002.

(2) Amended and Restated Agreement and Declaration of Trust (the
"Declaration") effective as of September 28, 2004, as amended, is
incorporated herein by reference to Post-Effective Amendment No.
42 to Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC on
October 13, 2004.

(b) By-Laws.

(1) 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 (Nos. 33-47287 and 811-6637) as filed electronically with
the SEC on August 29, 1996.

(i) Amendment to the By-Laws dated April 25, 2002 is
incorporated herein 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 with
the SEC on July 19, 2002.

(1) 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.

(2) 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:

(i) By-Laws.

Article II - "Meeting of Shareholders."

(ii) Declaration.

Article III - "Shares" and Article IV - "Shareholders'
Voting Powers and Meetings."

(d) Investment Advisory Contracts.

(1) 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.

(i) Amendment dated July 1, 2004 to Investment Advisory
Agreement dated July 1, 2002 between the Advisor and the
Registrant on behalf of the UBS Global Allocation Fund is
incorporated herein by reference to Post-Effective Amendment
No. 43 to Registrant's Registration Statement on Form N-1A
(Nos. 33-47287 and 811-6637) as filed electronically with
the SEC on October 28, 2004.

(2) 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.

(i) Amendment dated July 1, 2004 to 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. 43 to Registrant's Registration Statement on Form N-1A
(Nos. 33-47287 and 811-6637) as filed electronically with
the SEC on October 28, 2004.

(3) Investment Advisory Agreement dated April 25, 1995 between the
Advisor and the Registrant on behalf of the UBS International
Equity Fund (f/k/a Global (Ex-U.S.) Equity Fund and Brinson
Non-U.S. Equity 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.

(i) 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.

(ii) Amendment dated July 1, 2004 to Investment Advisory
Agreement dated April 25, 1995 between the Advisor and the
Registrant on behalf of the UBS International Equity Fund is
incorporated herein by reference to Post-Effective Amendment
No. 43 to Registrant's Registration Statement on Form N-1A
(Nos. 33-47287 and 811-6637) as filed electronically with
the SEC on October 28, 2004.

(4) Amended Investment Advisory Agreement dated July 1, 2002, as
amended July 1, 2003 and January 1, 2004, between the Advisor and
the Registrant on behalf of the UBS Global Equity Fund is
incorporated herein by reference to Post-Effective Amendment No.
43 to Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC on
October 28, 2004.

(5) Investment Advisory Agreement dated July 1, 2002 between the
Advisor and the Registrant on behalf of the UBS U.S. Large Cap
Equity Fund (f/k/a UBS U.S. Equity 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.

(i) Amendment dated February 17, 2004 to Investment Advisory
Agreement dated July 1, 2002 between the Advisor and the
Registrant on behalf of the UBS U.S. Large Cap Equity Fund
(f/k/a UBS U.S. Equity Fund) is incorporated herein by
reference to Post-Effective Amendment No. 43 to Registrant's
Registration Statement on Form N-1A (Nos. 33-47287 and
811-6637) as filed electronically with the SEC on October
28, 2004.

(ii) Amendment dated July 1, 2004 to Investment Advisory
Agreement dated July 1, 2002 between the Advisor and the
Registrant on behalf of the UBS U.S. Large Cap Equity Fund
(f/k/a UBS U.S. Equity Fund) is incorporated herein by
reference to Post-Effective Amendment No. 43 to Registrant's
Registration Statement on Form N-1A (Nos. 33-47287 and
811-6637) as filed electronically with the SEC on October
28, 2004.

(6) Investment Advisory Agreement dated July 1, 2002 between the
Advisor and the Registrant on behalf of the UBS U.S. 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.

(i) Amendment dated July 1, 2004 to Investment Advisory
Agreement dated July 1, 2002 between the Advisor and the
Registrant on behalf of the UBS U.S. Bond Fund is
incorporated herein by reference to Post-Effective Amendment
No. 43 to Registrant's Registration Statement on Form N-1A
(Nos. 33-47287 and 811-6637) as filed electronically with
the SEC on October 28, 2004.

(7) Investment Advisory Agreement dated July 1, 2002 between the
Advisor and the Registrant on behalf of the UBS U.S. Large Cap
Growth 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.

(i) Amendment dated July 1, 2004 to Investment Advisory
Agreement dated July 1, 2002 between the Advisor and the
Registrant on behalf of the UBS U.S. Large Cap Growth Fund
is incorporated herein by reference to Post-Effective
Amendment No. 43 to Registrant's Registration Statement on
Form N-1A (Nos. 33-47287 and 811-6637) as filed
electronically with the SEC on October 28, 2004.

(8) Investment Advisory Agreement dated July 1, 2002 between the
Advisor and the Registrant on behalf of the UBS U.S. Small Cap
Growth 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.

(i) Amendment dated July 1, 2004 to Investment Advisory
Agreement dated July 1, 2002 between the Advisor and the
Registrant on behalf of the UBS U.S. Small Cap Growth Fund
is incorporated herein by reference to Post-Effective
Amendment No. 43 to Registrant's Registration Statement on
Form N-1A (Nos. 33-47287 and 811-6637) as filed
electronically with the SEC on October 28, 2004.

(9) Investment Advisory Agreement dated July 1, 2002 between the
Advisor and the Registrant on behalf of the UBS High Yield 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.

(i) Amendment dated July 1, 2004 to Investment Advisory
Agreement dated July 1, 2002 between the Advisor and the
Registrant on behalf of the UBS High Yield Fund is
incorporated herein by reference to Post-Effective Amendment
No. 43 to Registrant's Registration Statement on Form N-1A
(Nos. 33-47287 and 811-6637) as filed electronically with
the SEC on October 28, 2004.

(10) Investment Advisory Agreement dated December 10, 1998 between the
Advisor and the Registrant on behalf of the UBS Emerging Markets
Equity Fund 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.

(i) Form of Certificate of the Secretary and resolutions
restating the Investment Advisory Agreement of the UBS
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.

(11) Investment Advisory Agreement dated December 10, 1998 between the
Advisor and the Registrant on behalf of the UBS Emerging Markets
Debt Fund 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.

(i) Form of Certificate of the Secretary and resolutions
restating the Investment Advisory Agreement of the UBS
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.

(12) Investment Advisory Agreement dated May 23, 2000 between the
Advisor and the Registrant on behalf of the UBS U.S. Small Cap
Equity Fund 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.

(i) Form of Certificate of the Secretary and resolutions
restating the Investment Advisory Agreement of the UBS 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.

(13) Investment Advisory Agreement dated July l, 2002 between the
Advisor and the Registrant on behalf of the UBS U.S. Large Cap
Value Equity Fund (f/k/a UBS U.S. Value Equity 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
September 30, 2002.

(i) Amendment dated February 17, 2004 to Investment Advisory
Agreement dated July 1, 2002 between the Advisor and the
Registrant on behalf of the UBS U.S. Large Cap Value Equity
Fund (f/k/a UBS U.S. Value Equity Fund) is incorporated
herein by reference to Post-Effective Amendment No. 43 to
Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC
on October 28, 2004.

(ii) Amendment dated July 1, 2004 to Investment Advisory
Agreement dated July 1, 2002 between the Advisor and the
Registrant on behalf of the UBS U.S. Large Cap Value Equity
Fund (f/k/a UBS U.S. Value Equity Fund) is incorporated
herein by reference to Post-Effective Amendment No. 43 to
Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC
on October 28, 2004.

(14) Investment Advisory Agreement dated December 7, 2000 between the
Advisor and the Registrant on behalf of the UBS 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.

(i) Form of Certificate of the Secretary and resolutions
restating the Investment Advisory Agreement of the UBS 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.

(15) Form of Investment Advisory Agreement between the Advisor and the
Registrant on behalf of the UBS Dynamic Alpha Fund is
incorporated herein by reference to Post-Effective Amendment No.
42 to Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC on
October 13, 2004.

(16) Form of Investment Advisory Agreement between the Advisor and the
Registrant on behalf of the UBS Absolute Return Bond Fund is
incorporated herein by reference to Post-Effective Amendment No.
44 to Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC on
December 21, 2004.

(17) Form of Investment Advisory Agreement between the Advisor and the
Registrant on behalf of the UBS U.S. Mid-Cap Growth Equity Fund
is incorporated herein by reference to Post-Effective Amendment
No. 48 to Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC on
December 20, 2005.

(e) Underwriting Contracts.

(1) 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 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.

(f) Bonus or Profit Sharing Contracts.

Not Applicable.

(g) Custodian Agreements.

(1) Custodial arrangements are provided under the Multiple Services
Agreement dated May 9, 1997, as amended, between Morgan Stanley
Trust Company and succeeded by JPMorgan Chase Bank (f/k/a 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.

(i) 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. 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.

(ii) Amended Attachment A, as amended through August 19, 2003, to
the Registrant's Multiple Services Agreement is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC
on October 28, 2003.

(iii) Revised Schedule B3, as approved through August 19, 2003 to
the Registrant's Multiple Services Agreement is incorporated
herein by reference to Post-Effective Amendment No. 40 to
Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC
on October 28, 2003.

(iv) Amended Schedule B1 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.

(v) 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.

(vi) Form of Amended Attachment A to the Registrant's Multiple
Services Agreement is incorporated herein by reference to
Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
electronically with the SEC on October 28, 2004.

(vii) Form of Revised Schedule B3 to the Registrant's Multiple
Services Agreement is incorporated herein by reference to
Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
electronically with the SEC on October 28, 2004.

(viii) Form of Amended Schedule B1 and Schedule F to the
Registrant's Multiple Services Agreement is incorporated
herein by reference to Post-Effective Amendment No. 43 to
Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC
on October 28, 2004.

(ix) Form of Revised Schedule A to the Registrant's Multiple
Services Agreement is incorporated herein by reference to
Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
electronically with the SEC on October 28, 2004.

(x) Form of Amended Schedule B1 and Schedule F to the
Registrant's Multiple Services Agreement is incorporated
herein by reference to Post-Effective Amendment No. 47 to
Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC
on October 28, 2005.

(xi) Form of Revised Schedule A to the Registrant's Multiple
Services Agreement is incorporated herein by reference to
Post-Effective Amendment No. 47 to Registrant's Registration
Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
electronically with the SEC on October 28, 2005.

(h) Other Material Contracts.

(1) Administration Contract, 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. 37 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.

(i) Amendment to Schedule A, dated as of April 27, 2005, of the
Administration Contract is incorporated herein by reference
to Post-Effective Amendment No. 47 to Registrant's
Registration Statement on Form N-1A (Nos. 33-47287 and
811-6637) as filed electronically with the SEC on October
28, 2005.

(2) 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. 37 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.

(i) Amendment to Exhibit B to the Transfer Agency and Related
Services Agreement, approved August 19, 2003, between PFPC
Inc. and the Registrant is incorporated herein by reference
to Post-Effective Amendment No. 40 to Registrant's
Registration Statement on Form N-1A (Nos. 33-47287 and
811-6637) as filed electronically with the SEC on October
28, 2003.

(ii) Amendment to Exhibit A, dated as of April 27, 2005, of the
Transfer Agency and Related Services Agreement is
incorporated herein by reference to Post-Effective Amendment
No. 47 to Registrant's Registration Statement on Form N-1A
(Nos. 33-47287 and 811-6637) as filed electronically with
the SEC on October 28, 2005.

(i) Legal Opinion.

(1) Legal Opinion of Stradley, Ronon, Stevens & Young, LLP is
incorporated herein by reference to Post-Effective Amendment No.
47 to Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC on
October 28, 2005.

(j) Other Opinions.

(1) Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm is filed herewith as Exhibit No. EX-99.j.1.

(2) Powers of Attorney appointing Mark F. Kemper, Keith A. Weller,
Joseph J. Allessie, Mary Capasso, Michael Calhoun, Stephen
Fleischer, Eric Sanders, Tammie Lee, Bruce G. Leto, Mark A.
Sheehan and Jana L. Cresswell attorneys-in-fact and agents to
Frank K. Reilly, Walter E. Auch, Edward M. Roob, Adela Cepeda, J.
Mikesell Thomas, Joseph T. Malone and W. Douglas Beck is
incorporated herein by reference to Post-Effective Amendment No.
48 to Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC on
December 20, 2005.

(k) Omitted Financial Statements.

Not Applicable.

(l) Initial Capital Agreements.

(1) Letter of Understanding Relating to Initial Capital, dated July
1, 1992, 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.

(m) Rule 12b-1 Plan.

(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. 37 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) Rule 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. 37 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) Rule 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. 37 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.

(4) Form of Shareholder Services Plan relating to Class A shares of
each series of the Registrant is incorporated herein by reference
to Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
electronically with the SEC on October 28, 2004.

(5) Form of Rule 12b-1 Plan relating to the Class B shares of each
series of the Registrant is incorporated herein by reference to
Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
electronically with the SEC on October 28, 2004.

(6) Form of Rule 12b-1 Plan relating to the Class C shares of each
series of the Registrant is incorporated herein by reference to
Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
electronically with the SEC on October 28, 2004.

(i) Form of Addendum to Rule 12b-1 Plan relating to the Class C
shares of each series of the Registrant is incorporated
herein by reference to Post-Effective Amendment No. 44 to
Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC
on December 21, 2004.

(7) Form of Shareholder Services Plan relating to Class A shares on
behalf of the UBS Absolute Return Bond Fund is incorporated
herein by reference to Post-Effective Amendment No. 44 to
Registrant's Registration Statement on Form N-1A (Nos. 33-47287
and 811-6637) as filed electronically with the SEC on December
21, 2004.

(n) Rule 18f-3 Plan.

(1) Amended and Restated Multiple Class Plan pursuant to Rule 18f-3,
effective as of December 14, 2004, on behalf of each series of
the Registrant is incorporated herein by reference to
Post-Effective Amendment No. 44 to Registrant's Registration
Statement on Form N-1A (Nos. 33-47287 and 811-6637) as filed
electronically with the SEC on December 21, 2004.

(p) Codes of Ethics.

(1) Joint Code of Ethics of Registrant, the investment adviser, the
sub-adviser and the principal underwriter of the Registrant, is
incorporated herein by reference to Post-Effective Amendment No.
47 to Registrant's Registration Statement on Form N-1A (Nos.
33-47287 and 811-6637) as filed electronically with the SEC on
October 28, 2005.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

None.

ITEM 25. INDEMNIFICATION

Under the terms of the Delaware Statutory Trust Act ("DSTA") and the
Registrant's Amended and Restated Agreement and Declaration of Trust, as
amended, ("Declaration of Trust"), no officer or trustee of the Registrant shall
have any liability to the Registrant, its shareholders, or any other party for
damages, except to the extent such limitation of liability is precluded by
Delaware law, the Declaration of Trust or the By-Laws of the Registrant.

Subject to the standards and restrictions set forth in the Declaration of Trust,
DSTA, Section 3817, permits a statutory trust to indemnify and hold harmless any
trustee, beneficial owner or other person from and against any and all claims
and demands whatsoever. DSTA, Section 3803 protects trustees, officers, managers
and other employees, when acting in such capacity, from liability to any person
other than the Registrant or beneficial owner for any act, omission or
obligation of the Registrant or any trustee thereof, except as otherwise
provided in the Declaration of Trust.

Indemnification of the Trustees and officers of the Registrant is provided for
in Article VII, Sections 2 through 4 of the Registrant's Declaration of Trust
effective as of September 28, 2004, as amended, 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 wilful 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 advisors, custodian, transfer agent, accounting
services provider, administrator and distributor against certain stated
liabilities is provided for in the following documents:

(a) Each Series' investment advisory agreement between the Registrant, on
behalf of the series, and UBS Global Asset Management (Americas) Inc.,
all of which are incorporated herein by reference, as follows:

(1) Section 6 of the Investment Advisory Agreement on behalf of the
UBS International Equity Fund, dated April 25, 1995, as amended;

(2) Section 7 of the Investment Advisory Agreement on behalf of the
UBS U.S. Bond Fund, dated July 1, 2002;

(3) Section 7 of the Investment Advisory Agreement on behalf of the
UBS High Yield Fund, dated July 1, 2002;

(4) Section 7 of the Investment Advisory Agreement on behalf of the
UBS U.S. Equity Fund, dated July 1, 2002;

(5) Section 7 of the Investment Advisory Agreement on behalf of the
UBS U.S. Value Equity Fund, dated July 1, 2002;

(6) Section 7 of the Investment Advisory Agreement on behalf of the
UBS U.S. Large Cap Growth Fund, dated July 1, 2002;

(7) Section 7 of the Investment Advisory Agreement on behalf of the
UBS U.S. Small Cap Equity Fund, dated May 23, 2000, as amended;

(8) Section 7 of the Investment Advisory Agreement on behalf of the
UBS U.S. Small Cap Growth Fund, dated July 1, 2002;

(9) Section 7 of the Investment Advisory Agreement on behalf of the
UBS U.S. Real Estate Equity Fund, dated December 7, 2000, as
amended;

(10) Section 7 of the Investment Advisory Agreement on behalf of the
UBS Global Allocation Fund, dated July 1, 2002;

(11) Section 7 of the Investment Advisory Agreement on behalf of the
UBS Global Bond Fund, dated July 1, 2002;

(12) Section 7 of the Investment Advisory Agreement on behalf of the
UBS Global Equity Fund, dated July 1, 2002, as amended and
restated July 1, 2003;

(13) Section 6 of the Investment Advisory Agreement on behalf of the
UBS Emerging Markets Debt Fund, dated December 10, 1998, as
amended; and

(14) Section 6 of the Investment Advisory Agreement on behalf of the
UBS Emerging Markets Equity Fund, dated December 10, 1998, as
amended.

(15) Section 7 of the Form of Investment Advisory Agreement on behalf
of the UBS Dynamic Alpha Fund.

(16) Section 7 of the Form of Investment Advisory Agreement on behalf
of the UBS Absolute Return Bond Fund.

(17) Section 7 of the Form of Investment Advisory Agreement on behalf
of the UBS U.S. Mid-Cap Growth Equity Fund.

(b) 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, between Morgan
Stanley Trust Company, as succeeded by JPMorgan Chase Bank (formerly
known as The Chase Manhattan Bank) and the Registrant, on behalf of
its series, which is incorporated herein by reference.

(c) Section 9(a) of the Principal Underwriting Contract between UBS Global
Asset Management (US) Inc. (formerly known as Brinson Advisors, Inc.)
and the Registrant on behalf of each series dated November 5, 2001,
which is incorporated herein by reference.

(d) Section 12 of the Transfer Agency and Related Services Agreement
between PFPC Inc. and the Registrant on behalf of each series dated
August 20, 2001, which is incorporated herein by reference.

(e) Sections 8 and 9 of the Administration Contract between UBS Global
Asset Management (US) Inc. (formerly known as Brinson Advisors, Inc.)
and the Registrant on behalf of each series dated May 21, 2001, as
revised on June 3, 2002, which is incorporated herein by reference.

In a letter agreement dated February 23, 2006 among UBS Global Asset Management
(US) Inc., The UBS Funds and the Board of Trustees of The UBS Funds, UBS Global
Asset Management (US) Inc. provided the following indemnification to The UBS
Funds and the Board of Trustees of The UBS Funds in connection with the
inaccurate "Returns Before Taxes" performance numbers for the "1 Year," "5 Year"
and "Life of Class" periods, as applicable, for the Class A and Class B shares
and the "1 Year" period for Class C shares in the prospectus associated with the
annual update to the registration statement of The UBS Funds (the "Funds"),
dated October 28, 2005, for the following series of the Funds: UBS U.S. Bond
Fund, UBS High Yield Fund, UBS U.S. Large Cap Equity Fund, UBS U.S. Large Cap
Value Equity Fund, UBS U.S. Large Cap Growth Fund, UBS U.S. Small Cap Growth
Fund, UBS Global Allocation Fund, UBS Global Equity Fund, UBS Global Bond Fund
and UBS International Equity Fund:

[UBS Global Asset Management (US) Inc.] hereby indemnifies the Funds and
each Trustee of the Funds, from and against any and all damages, claims,
liabilities and losses (including attorneys fees) in connection with the
error described above, including any losses as a result of a claim by any
shareholders of any series of the Funds for rescission of their shares
under federal or state securities laws. The Administrator shall not be
entitled to seek any payment for or make any claim against any series of
the Funds or its Trustees for all or any portion of such losses at any
time.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT MANAGER

UBS Global Asset Management (Americas) Inc. provides investment advisory
services consisting of portfolio management for a variety of individuals and
institutions. For information as to any other business, vocation or employment
of a substantial nature in which the Registrant's investment advisor and each
officer of the Registrant's investment advisor is or has been engaged for his or
her own account or in the capacity of director, officer, employee, partner or
trustee, within the last two fiscal years, see UBS Global Asset Management
(Americas) Inc.'s Form ADV (File #801-34910) filed under the Investment Advisers
Act of 1940, as amended, which is incorporated herein by reference.

ITEM 27. PRINCIPAL UNDERWRITER

(a) UBS Global Asset Management (US) Inc. serves as principal underwriter
and/or investment advisor, sub-advisor or manager for the following other
investment companies:

UBS Index Trust
UBS Investment Trust
UBS Master Series, Inc.
UBS Money Series
UBS Series Trust
Global High Income Dollar Fund Inc.
Insured Municipal Income Fund Inc.
Investment Grade Municipal Income Fund Inc.
Managed High Yield Plus Fund Inc.
UBS Pace Select Advisors Trust
Strategic Global Income Fund, Inc.
SMA Relationship Trust
UBS Cashfund Inc.
UBS Managed Municipal Trust
UBS Municipal Money Market Series
UBS RMA Money Fund Inc.
UBS RMA Tax-Free Fund Inc.

(b) UBS Global Asset Management (US) Inc. is the Registrant's principal
underwriter. The directors and officers of UBS Global Asset Management (US)
Inc., their principal business addresses and their positions and offices
with UBS Global Asset Management (US) Inc. are identified in its Form ADV
filed with the SEC (registration number 801-13219) and such information is
incorporated herein by reference. The information set forth below is
furnished for those directors and officers of UBS Global Asset Management
(US) Inc. who also serve as directors or officers of the Registrant.

Name and Business Positions and Offices Positions and Offices
Address* with Underwriter with the Registrant

W. Douglas Beck* Executive Director and Head of President
Mutual Fund Product Management
of UBS Global AM

Joseph J. Allessie* Director and Deputy General Vice President and
Counsel of UBS Global AM Assistant Secretary

Thomas Disbrow* Director and Co-Head of the Vice President and
Mutual Fund Finance Department Assistant Treasurer
of UBS Global AM

Mark F. Kemper** Managing Director, General Vice President and
Counsel and Secretary of UBS Secretary
Global AM

Roseann Bubloski* Associate Director and Senior Vice President and
Manager of the Mutual Fund Assistant Treasurer
Finance Department of UBS
Global AM

Joseph T. Malone* Director and Co-Head of the Vice President and
Mutual Fund Finance Department Treasurer
of UBS Global AM

Joseph McGill* Managing Director and Chief Vice President and
Compliance Officer of UBS Chief Compliance
Global AM Officer

Eric Sanders* Director and Associate General Vice President and
Counsel of UBS Global AM Assistant Secretary

Tammie Lee* Director and Associate General Vice President and
Counsel of UBS Global AM Assistant Secretary

Keith A. Weller* Executive Director and Vice President and
Associate General Counsel of Assistant Secretary
UBS Global AM

* This person's business address is 51 West 52nd Street, New York, New York
10019-6114.

** This person's business address is One North Wacker Drive, Chicago, Illinois
60606.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section
31(a) [15 U.S.C. 80a-3-(a)] and rules under that section, are maintained by
JPMorgan Chase Bank ("JPMorgan Chase"), 270 Park Avenue, New York, New York
10017 with the exception of those maintained by the Registrant's investment
advisor, UBS Global Asset Management (Americas) Inc., One North Wacker Drive,
Chicago, IL, 60606 and sub-advisor, UBS Global Asset Management (New York) Inc.,
51 West 52nd Street New York, New York 10019-6114.

JPMorgan Chase provides general sub-administrative, accounting, portfolio
valuation, and custodian services to the Registrant, including the coordination
and monitoring of any third-party service providers and maintains all such
records relating to these services.

ITEM 29. MANAGEMENT SERVICES

There are no management related service contracts not discussed in Part A or
Part B.

ITEM 30. UNDERTAKINGS

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act") and the Investment Company Act of 1940, as amended, the
Registrant has duly caused Post-Effective Amendment No. 49/50 to this
registration statement to be signed on its behalf by the undersigned, duly
authorized, in the City of New York, and the State of New York on the 1st day of
March 2006.

THE UBS FUNDS

By: /s/W. Douglas Beck
W. Douglas Beck*
President

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated:

Signature Title Date

/s/Frank K. Reilly Chairman and March 1, 2006
Frank K. Reilly* Trustee

/s/Walter E. Auch Trustee March 1, 2006
Walter E. Auch*

/s/Edward M. Roob Trustee March 1, 2006
Edward M. Roob*

/s/Adela Cepeda Trustee March 1, 2006
Adela Cepeda*

/s/J. Mikesell Thomas Trustee March 1, 2006
J. Mikesell Thomas*

/s/Joseph T. Malone Treasurer and Principal March 1, 2006
Joseph T. Malone Accounting Officer

* By: /s/ Joseph J. Allessie
Joseph J. Allessie, Attorney-in-Fact
(Pursuant to Power of Attorney incorporated herein by reference to
Post-Effective Amendment No. 48 to Registrant's Registration Statement
on Form N-1A (Nos. 33-47287 and 811-6637) as filed electronically with
the SEC on December 20, 2005.)

EXHIBITS INDEX

EXHIBITS EXHIBIT NO.

Consent of Ernst & Young LLP, Independent EX-99.j.1
Registered Public Accounting Firm