EX-99.77D POLICIES

 For period ending June 30, 2007	       						Exhibit 77D
								Exhibit 77Q1
File number 811-06637



Clarification to asset segregation policy

Cover for strategies using derivative instruments. Transactions using Derivative Instruments, other than purchased options, expose the fund to an obligation to another party. The fund will not enter into any such transactions unless it owns either (1) an offsetting (“covered”) position in securities, currencies or other options or futures contracts or (2) cash or liquid securities with a value sufficient at all times to cover its potential obligations to the extent not covered as provided in (1) above. The fund will comply with SEC guidelines regarding cover for such transactions and will, if the guidelines so require, set aside cash or liquid securities in a segregated account with its custodian in the prescribed amount.

With respect to futures contracts, the fund will cover its obligations under the futures transactions in which it participates by either (i) holding offsetting positions that appropriately equal the daily market value of the fund’s position in the futures contract (less the initial margin and any variation margins deposited with a futures commission merchant); or (ii) accruing such amounts on a daily basis and maintaining segregated assets to cover the futures contract. With respect to a futures contract that is not contractually required to “cash-settle,” the fund must cover its open position by maintaining segregated assets equal to the contract’s full, notional value. However, the fund may net non-cash settled futures contracts if the futures have the same expiration date and underlying instruments. With respect to a futures contract that is contractually required to “cash-settle,” the fund is permitted to maintain segregated assets in an amount equal to the fund’s daily
 marked-to-market (net) obligation (i.e., the fund’s daily net liability if any) rather than the notional value. By setting aside assets equal to only its net obligation under cash-settled future contracts, the fund will have the ability to employ leverage to a greater extent than if the fund were required to segregate assets equal to the full notional value of such contracts.

Assets used as cover or held in a segregated account cannot be sold while the position in the corresponding Derivative Instrument is open, unless they are replaced with similar assets. As a result, committing a large portion of the fund’s assets to cover positions or to segregated accounts could impede portfolio management or the fund’s ability to meet redemption requests or other current obligations.























For period ending June 30, 2007	       						Exhibit 77D
								Exhibit 77Q1
File number 811-06637

Clarification & Approval of the High Yield and emerging market debt investment limits for the UBS Absolute Return Bond Fund (“the Fund”).


At the December 2006 Board Meeting, the Board approved a revision of the prospectus language in order to clarify the investment guidelines for the Fund. The change clarifies that the Fund is able to invest up to 20% of its net assets in developed market high yield securities; up to 20% of its net assets in developed market high yield securities; up to 20% of its net assets in developed market high yield securities; and up to 20% of its net assets in emerging market debt regardless of independent of credit rating.

















































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1

EX-99.77O RULE 10F-3

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	The UBS Funds – UBS Global Allocation Fund________                                         ___

Name of Adviser or Sub-Adviser:

1.	Issuer: UBS Global Asset Management (America) Inc.

2.	Date of Purchase: 10/09/2006  		       3.  Date offering commenced:  10/09/2006

4.	Underwriter(s) from whom purchased: Merril Lynch, London

5.	"Affiliated Underwriter" managing or participating in syndicate UBS

6.	Aggregate principal amount or number of shares purchased:    128,417 shares

7.	Aggregate principal amount or total number of shares of offering:   142,857,000 shares

8.	Purchase price (net of fees and expenses):  GBP 5.60

9.	Initial public offering price per unit or share:  GBP 5.60

10.	Commission, spread or profit:   	%	$ GBP 0.1375

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Sam Chung			Date:	06/12/2006
Print Name: Sam Chung

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	 _ The UBS Funds – UBS Global Equity Fund________                                         ___

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1.	Issuer:  Experian Group Ordinary Shares

2.	Date of Purchase:   10/09/2006		       3.  Date offering commenced:  10/09/2006

4.	Underwriter(s) from whom purchased:  Merril Lynch, London

5.	"Affiliated Underwriter" managing or participating in syndicate UBS

6.	Aggregate principal amount or number of shares purchased:    57,861 shares

7.	Aggregate principal amount or total number of shares of offering:    142,857,000 shares

8.	Purchase price (net of fees and expenses):  GBP 5.60

9.	Initial public offering price:  GBP 5.60

10.	Commission, spread or profit:        %		GBP 0.1375


11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Sam Chung	Date:	06/12/2006
Print Name:  Sam Chung


















































For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FUND:  _ The UBS Funds – UBS International Equity Fund________
Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.
1.  Issuer:  Experian Group Ordinary Shares
2.  Date of Purchase:  10/09/2006                	3.  Date offering commenced: 10/09/2006
4.  Underwriter(s) from whom purchased:  Merrill Lynch, London
5.  “Affiliated Underwriter" managing or participating in syndicate:
UBS
6.  Aggregate principal amount or number of shares purchased:  30,502 shares
7.  Aggregate principal amount or total number of shares of offering:  142, 857, 000
8.  Purchase price (net of fees and expenses):  GBP 5.60
9.  Initial public offering price:  GBP 5.60
10.  Commission, spread or profit:  __________%              GBP 0.1375
11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved: /s/ Sam Chung		Date: 6/12/06
Print Name: Sam Chung

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FUND:  the UBS Funds - UBS U.S. Equity Alpha Fund
Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.
1.  Issuer:  Ford Motor Co. 4.25% 12/15/2036
2.  Date of Purchase:  12/6//006		3.  Date offering commenced: 12/6/2006
4.  Underwriter(s) from whom purchased:  Salomon Smith Barney
5.  “Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  6,590,000 shares
7.  Aggregate principal amount or total number of shares of offering:  4,500,000.000
8.  Purchase price (net of fees and expenses):  $100
9.  Initial public offering price:  $100
10.  Commission, spread or profit:  _____1.20_______%              $____________
11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved: /s/ James Malles		Date:1/11/07
Print Name: James Malles















































For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	 The UBS Funds – UBS High Yield Fund_ _____________________________________________

Name of Adviser or Sub-Adviser: UBS Global Asset management (Americas) Inc.

1.	Issuer: Mosaic Co. 7 5/8% 12/01/16

2.	Date of Purchase: 11/16/2006  		       3.  Date offering commenced:  11/16/2006

4.	Underwriter(s) from whom purchased: JP Morgan Chase Securities

5.	"Affiliated Underwriter" managing or participating in syndicate UBS

6.	Aggregate principal amount or number of shares purchased:    130,000 shares

7.	Aggregate principal amount or total number of shares of offering:   $475,000, 000

8.	Purchase price (net of fees and expenses):  $100

9.	Initial public offering price per unit or share:  $100

10.	Commission, spread or profit:   .375	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Matt Iannucci			Date:	01/18/2007
Print Name: Matt Iannucci

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	 The UBS Funds – UBS High Yield Fund________                                                 _____

Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.

1.	Issuer:  Mosaic Co. 7 3/8% 12/01/2006

2.	Date of Purchase:  11/16/2006 		       3.  Date offering commenced:  11/16/2006

4.	Underwriter(s) from whom purchased: JP Morgan Chase Securities

5.	"Affiliated Underwriter" managing or participating in syndicate UBS

6.	Aggregate principal amount or number of shares purchased:    130,000 shares

7.	Aggregate principal amount or total number of shares of offering:  $475,000,000

8.	Purchase price (net of fees and expenses):  $100

9.	Initial public offering price per unit or share:  $100

10.	Commission, spread or profit:   .375	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Matt Iannucci			Date:	01/18/2007
Print Name: Matt Iannucci

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	The UBS Funds – UBS High Yield Fund__________     ____________________________

Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.

1.	Issuer:  Momentive Performance Materials Inc. 9 3/4% 12/01/14

2.	Date of Purchase:  11/29/2006 		       3.  Date offering commenced:  11/29/2006

4.	Underwriter(s) from whom purchased: JP Morgan Chase Securities

5.	"Affiliated Underwriter" managing or participating in syndicate UBS

6.	Aggregate principal amount or number of shares purchased:    275,000 shares

7.	Aggregate principal amount or total number of shares of offering:   $765,000, 000

8.	Purchase price (net of fees and expenses):  $100

9.	Initial public offering price per unit or share:  $100

10.	Commission, spread or profit:   .375	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Shu-Yang Tan			Date:	12/15/2006
Print Name: Shu-Yang Tan

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	 The UBS Funds – UBS U.S. Small Cap Growth Fund____________             __________

Name of Adviser or Sub-Adviser:  UBS Global Asset management (Americas) Inc.

1.	Issuer:  National Cinemedia, Inc.

2.	Date of Purchase:   2/07/2007		       3.  Date offering commenced:  02/07/2007

4.	Underwriter(s) from whom purchased: Credit Suisse

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    100,400 shares

7.	Aggregate principal amount or total number of shares of offering:   38,000,000 shares

8.	Purchase price (net of fees and expenses):  $21.00

9.	Initial public offering price per unit or share:  $21.00

10.	Commission, spread or profit:   3.0	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Samuel Kim			Date:	03/16/2007
Print Name: Samuel Kim

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	 The UBS Funds – UBS U.S. Small Cap Growth Fund____________             __________

Name of Adviser or Sub-Adviser:  UBS Global Asset management (Americas) Inc.

1.	Issuer:  Accuray Incorporated

2.	Date of Purchase:  02/07/2007 		       3.  Date offering commenced:  02/07/2007

4.	Underwriter(s) from whom purchased: JP Morgan

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    84,400 shares

7.	Aggregate principal amount or total number of shares of offering:   16,000,000 shares

8.	Purchase price (net of fees and expenses):  $18.00

9.	Initial public offering price per unit or share:  $18.00

10.	Commission, spread or profit:   4.2	%	$ 0.756 per share

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Edward Graham			Date:	03/16/2007
Print Name: Edward Graham

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	 The UBS Funds – UBS U.S. Small Cap Growth Fund____________             __________

Name of Adviser or Sub-Adviser:  UBS Global Asset management (Americas) Inc.

1.	Issuer:  Sourcefire Inc.

2.	Date of Purchase: 3/08/2007 		       3.  Date offering commenced:  3/08/2007

4.	Underwriter(s) from whom purchased: Morgan Stanley & Co.

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    6100 shares

7.	Aggregate principal amount or total number of shares of offering:   5,770,000 shares

8.	Purchase price (net of fees and expenses):  $15.00

9.	Initial public offering price per unit or share:  $15.00

10.	Commission, spread or profit:   4.2	%	$ 0.63 per share

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ David Wabnik			Date:	03/22/2007
Print Name: David Wabnik

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	The UBS Funds – UBS High Yield Fund__________     ____________________________

Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.

1.	Issuer:  Tube City IMS 9 ¾ % 2/1/2015

2.	Date of Purchase:  1/18/2007 		       3.  Date offering commenced:  1/18/2007

4.	Underwriter(s) from whom purchased: CS First Boston Corp

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    $15,000.00

7.	Aggregate principal amount or total number of shares of offering:   $225,000,000

8.	Purchase price (net of fees and expenses):  $100

9.	Initial public offering price per unit or share:  $100

10.	Commission, spread or profit:   2.625	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Shu-Yang Tan			Date:	03/9/2007
Print Name: Shu-Yang Tan

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	The UBS Funds – UBS High Yield Fund__________     ____________________________

Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.

1.	Issuer:  Hawker Beechcraft Acquisition Company LLC 8 ½ % 4/1/2015

2.	Date of Purchase:  3/16/2007 		       3.  Date offering commenced:  3/16/2007

4.	Underwriter(s) from whom purchased: Goldman Sachs & Co.

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment bank

6.	Aggregate principal amount or number of shares purchased:    250,500 shares

7.	Aggregate principal amount or total number of shares of offering:   400,000,000 shares

8.	Purchase price (net of fees and expenses):  $100

9.	Initial public offering price per unit or share:  $100

10.	Commission, spread or profit:   1	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Shu-Yang Tan			Date:	05/17/2007
Print Name: Shu-Yang Tan



















































For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	 The UBS Funds – UBS Global Allocation Fund

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1.	Issuer:  The Blackstone Group

2.	Date of Purchase:   06/21/2007	       3.  Date offering commenced:  06/21/2007

4.	Underwriter(s) from whom purchased:  Citigroup

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    132,074 shares

7.	Aggregate principal amount or total number of shares of offering:    133,333,334 shares

8.	Purchase price per unit or share (net of fees and expenses):  $31.00

9.	Initial public offering price per unit or share:  $31.00

10.	Commission, spread or profit:    %		$ 0.756

11.	Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X

b. The securities were purchased prior to the end of the first day on which any sales are made (of, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).
X

c. The securities were purchased at a price not more than the price paid by each purchaser in the offering.
X

d. The underwriting was a firm commitment underwriting.
X

e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.
X

f. The issuer of the securities and any predecessor has been in continuous operation for not less than three years.
X

g. The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.
X

h. No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sale.
X


Note:  Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular, “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:  /s/ Jim Malles	Date:	7/2/07
Print Name: Jim Malles




























































For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	 The UBS Funds – UBS U.S. Large Cap Equity Fund

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1.	Issuer:  The Blackstone Group

2.	Date of Purchase:   06/21/2007	       3.  Date offering commenced:  06/21/2007

4.	Underwriter(s) from whom purchased:  Citigroup

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    66,250 shares

7.	Aggregate principal amount or total number of shares of offering:    133,333,334 shares

8.	Purchase price per unit or share (net of fees and expenses):  $31.00

9.	Initial public offering price per unit or share:  $31.00

10.	Commission, spread or profit:    %		$ 0.756

11.	Have the following conditions been satisfied?
YES
NO
a. The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X

b. The securities were purchased prior to the end of the first day on which any sales are made (of, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).
X

c. The securities were purchased at a price not more than the price paid by each purchaser in the offering.
X

d. The underwriting was a firm commitment underwriting.
X

e. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.
X

f. The issuer of the securities and any predecessor has been in continuous operation for not less than three years.
X

g. The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.
X

h. No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sale.
X


Note:  Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular, “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:  /s/ Jim Malles	Date:	7/2/07
Print Name: Jim Malles




























































For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	 The UBS Funds – UBS U.S. Equity Alpha Fund

Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.

1.	Issuer:  The Blackstone Group

2.	Date of Purchase:   06/21/2007	       3.  Date offering commenced:  06/21/2007

4.	Underwriter(s) from whom purchased:  Citigroup

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    21,162 shares

7.	Aggregate principal amount or total number of shares of offering:    133,333,334 shares

8.	Purchase price per unit or share (net of fees and expenses):  $31.00

9.	Initial public offering price per unit or share:  $31.00

10.	Commission, spread or profit:    %		$ 0.756

11.	Have the following conditions been satisfied?
YES
NO
i. The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X

j. The securities were purchased prior to the end of the first day on which any sales are made (of, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).
X

k. The securities were purchased at a price not more than the price paid by each purchaser in the offering.
X

l. The underwriting was a firm commitment underwriting.
X

m. The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.
X

n. The issuer of the securities and any predecessor has been in continuous operation for not less than three years.
X

o. The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.
X

p. No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sale.
X


Note:  Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular, “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:  /s/ Jim Malles	Date:	7/2/07
Print Name: Jim Malles




























































For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	The UBS Funds – UBS High Yield Fund__________     ____________________________

Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.

1.	Issuer:  Community Health Syatems, Inc. 8 7/8 % due 7/15/2015

2.	Date of Purchase:  6/27/2007 		       3.  Date offering commenced:  6/27/2007

4.	Underwriter(s) from whom purchased: CS First Boston Corp

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    $1,588,704.00

7.	Aggregate principal amount or total number of shares of offering:   $3,000,000,403.00

8.	Purchase price (net of fees and expenses):  $99.294

9.	Initial public offering price per unit or share:  $99.294

10.	Commission, spread or profit:   1.75	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Thomas Haag			Date:	07/9/2007
Print Name: Thomas Haag

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	The UBS Funds – UBS Absolute Return Bond Fund     ____________________________

Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.

1.	Issuer:  Edison Mission Energy 7.20% due 5/15/2019

2.	Date of Purchase:  5/1/2007		       3.  Date offering commenced:  5/1/2007

4.	Underwriter(s) from whom purchased: Citigroup

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    $200,000.00

7.	Aggregate principal amount or total number of shares of offering:   $800,000,000.00

8.	Purchase price (net of fees and expenses):  $100.00

9.	Initial public offering price per unit or share:  $100.00

10.	Commission, spread or profit:   0.75	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Thomas N. Haag			Date:	5/29/2007
Print Name: Thomas N. Haag

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	The UBS Funds – UBS Absolute Return Bond Fund     ____________________________

Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.

1.	Issuer:  Edison Mission Energy 7% due 5/15/2017

2.	Date of Purchase:  5/1/2007		       3.  Date offering commenced:  5/1/2007

4.	Underwriter(s) from whom purchased: Citigroup

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    $290,000.00

7.	Aggregate principal amount or total number of shares of offering:   $1,200,000,000.00

8.	Purchase price (net of fees and expenses):  $100.00

9.	Initial public offering price per unit or share:  $100.00

10.	Commission, spread or profit:   0.75	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Thomas N. Haag			Date:	6/4/2007
Print Name: Thomas N. Haag

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	The UBS Funds – UBS High Yield Fund__________     ____________________________

Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.

1.	Issuer:  Petroplus Finance Limited 7% due  5/1/2017

2.	Date of Purchase:  4/25/2007		       3.  Date offering commenced:  4/25/2007

4.	Underwriter(s) from whom purchased: Morgan Stanley & Co. Inc.

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    $175,000.00

7.	Aggregate principal amount or total number of shares of offering:   $600,000,000.00

8.	Purchase price (net of fees and expenses):  $100.00

9.	Initial public offering price per unit or share:  $100.00

10.	Commission, spread or profit:   0.60	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Thomas N. Haag			Date:	5/30/2007
Print Name: Thomas N. Haag

For period ending June 30, 2007					Exhibit 77O

File number 811-6637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	The UBS Funds – UBS High Yield Fund__________     ____________________________

Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.

1.	Issuer:  Petroplus Finance Limited 6 ¾ % due  5/1/2014

2.	Date of Purchase:  4/25/2007		       3.  Date offering commenced:  4/25/2007

4.	Underwriter(s) from whom purchased: Morgan Stanley & Co. Inc.

5.	"Affiliated Underwriter" managing or participating in syndicate UBS Investment Bank

6.	Aggregate principal amount or number of shares purchased:    $175,000.00

7.	Aggregate principal amount or total number of shares of offering:   $600,000,000.00

8.	Purchase price (net of fees and expenses):  $100.00

9.	Initial public offering price per unit or share:  $100.00

10.	Commission, spread or profit:   0.60	%	$

11.  Have the following conditions been satisfied?
YES
NO
a.	The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
b.	The securities are sold to persons reasonably believed to be “qualified institutional buyers” (“QIBs”).
c.	The securities are reasonably believed to be eligible for resale to other QIBs.
d.	The securities were purchased prior to the end of the first day on which any sales are made (or, if a rights offering, the securities were purchased on or before the fourth day preceding the day on which the offering terminated).


X_______


X_______

X_______





X_______



_______


_______

_______





_______

e.	The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering.
f.	The underwriting was a firm commitment underwriting.
YES

X_______

X_______
NO

_______
g.	The commission, spread or profit was reasonable and fair in relation to that being received by others for underwriting similar securities during the same period.


X_______


_______
h.	The issuer of the securities and any predecessor has been in continuous operation for not less than three years.


X_______


_______
i.	The amount of such securities purchased by the Fund and all other accounts over which the Adviser (or Sub-Adviser, if applicable) exercises investment discretion did not exceed 25% of the principal amount of the offering.




X_______




_______
j.	No Affiliated Underwriter benefited directly or indirectly from the purchase.

X_______


_______
Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above.  In particular,  “Affiliated Underwriter” is defined as affiliates of the Adviser or Sub-Adviser participating in a selling syndicate, as applicable.

Approved:   /s/ Thomas N. Haag			Date:	5/30/2007
Print Name: Thomas N. Haag









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??

??

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1

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
The UBS Funds

In planning and performing our audit of the financial statements of The UBS Funds (comprising respectively UBS Dynamic Alpha Fund, UBS Global Allocation 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, UBS Absolute Return Bond Fund, UBS Global Bond Fund, UBS High Yield Fund and UBS U.S. Bond Fund) (collectively the “Funds”) as of and for the year ended June 30, 2007, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered its internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opi
nion on the effectiveness of the internal control over financial reporting.  Accordingly, we express no such opinion.

The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Such internal control includes policies and procedures that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the ability to initiate, authorize, record, process or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the annual or interim financial statements that is more than inconsequential will not be prevented or detected. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Our consideration of the Funds’ internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be significant deficiencies or material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the internal control over financial reporting and its operation, including controls for safeguarding securities, that we consider to be a material weakness as defined above as of June 30, 2007.

This report is intended solely for the information and use of management and the Board of Trustees of the Funds and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.






New York, New York
August 24, 2007
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