EX-99.77D POLICIES

For period ending   June 30, 2008								Exhibit 77D

File number 811-06637





UBS U.S. Large Cap Equity Fund:  At the December 2007 Board meeting, the Board of Trustees approved changing the Funds investment policy to permit the Fund to hold up to 20% of its total assets in equities of non-US issuers (developed countries only).

UBS U.S. Equity Alpha Fund: At the December 2007 Board meeting, the Board of Trustees approved changing the Funds investment policy to permit the Fund to hold up to 20% of its total assets in equities of non-US issuers (developed countries only).

UBS Dynamic Alpha Fund:   At the March 2008 Board meeting, the Board of Trustees approved permitting UBS Dynamic Alpha Fund to invest in non-us high yield securities.

EX-99.77O RULE 10F-3

For period ending June 30, 2008					Exhibit 77O

File number 811-06637

FORM 10f-3
Registered Domestic Securities and Government Securities

Fund:	UBS U.S. Small Cap Growth Fund______                                         ___

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

1.	Issuer: MSCI Inc.  A

2.	Date of Purchase: 11/14/2007		       3.  Date offering commenced:  11/14/2007

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:    13,900 shares

7.	Aggregate principal amount or total number of shares of offering:   14,000,000 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	%	$.756 per share ($10,508.40

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:	11/19/2007
Print Name: David Wabnik

For period ending June 30, 2008					Exhibit 77O

File number 811-06637

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:  Visa Inc  Class A Shares

2.	Date of Purchase:   03/18/2008		       3.  Date offering commenced:  03/18/2008

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

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

6.	Aggregate principal amount or number of shares purchased:    1,750,000 shares (Firmwide)

7.	Aggregate principal amount or total number of shares of offering:    406,000,000 shares

8.	Purchase price (net of fees and expenses):  $44.00

9.	Initial public offering price:  $44.00

10.	Commission, spread or profit:        %		0.554


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/ Jim Malles	Date:	03/25/2008
Print Name:  Jim Malles





































For period ending June 30, 2008					Exhibit 77O

File number 811-06637

FUND:  _ The UBS Funds  UBS U.S. Large Cap Growth Fund________
Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.
1.  Issuer:  Visa Inc  Class A Shares
2.  Date of Purchase:  03/18/2008               	3.  Date offering commenced: 03/18/2008
4.  Underwriter(s) from whom purchased:  JP Morgan Chase Fleming
5.  Affiliated Underwriter managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  1,750,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  406,000,000 shares
8.  Purchase price (net of fees and expenses):  $44.00
9.  Initial public offering price:  $44.00
10.  Commission, spread or profit:  __________%              0.554
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/ Jim Malles		Date: 3/28/08
Print Name: Jim Malles















For period ending June 30, 2008					Exhibit 77O

File number 811-06637

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:  Colfax Corporation
2.  Date of Purchase:  05/07/2008               	3.  Date offering commenced: 05/07/2008
4.  Underwriter(s) from whom purchased:  Merrill Lynch
5.  Affiliated Underwriter managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  100,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  18,750,000 shares
8.  Purchase price (net of fees and expenses):  $18.00
9.  Initial public offering price:  $18.00
10.  Commission, spread or profit:  __________%              0.554
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: 5/14/08
Print Name: David Wabnik

EX-99.77Q1 OTHR EXHB

For period ending June 30, 2008					Exhibit 77Q (1) (a)

File number 811-06637
The Board of Trustees (Board) of the Trust duly adopted the following resolutions at a Board meeting held on March 6, 2008.
 RESOLVED,	that pursuant to Article IX of the By-Laws and Article IV, Section 3 of the TUF Declaration, the following amendments to the By-Laws of The UBS Funds, as described at this Meeting, be, and they hereby are approved:
1.  The first sentence of Article II, Section 4 of the By-Laws is hereby replaced in its entirety by the following:
Not less than ten, nor more than 120 days before the date of every Annual or Special Shareholders Meeting, the Secretary shall cause to be given to each shareholder entitled to vote at such meeting at his (her) address (as it appears on the records of the Trust at the time notice is given) notice stating the time and place of the meeting, and in the case of a Special Meeting of Shareholders, shall be limited to the purposes stated in the notice.
2.  Article II, Section 5 of the By-Laws is hereby replaced in its entirety by the following:
Subject to the provisions of the Declaration of Trust, the Board of Trustees may fix in advance a date not more than one hundred twenty, nor less than ten days, prior to the date of any annual or special meeting of the shareholders as a record date for the determination of the shareholders entitled to receive notice of, and to vote at any meeting and adjournment thereof; and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to receive notice of and to vote at such meeting and any adjournment thereof as the case may be, notwithstanding any transfer of any stock on the books of the Trust after any such record date fixed as aforesaid.
3.  The last sentence of Article II, Section 4 is hereby replaced in its entirety by the following:
When any shareholders meeting is adjourned to another time or place, written notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless after the adjournment, a new record date is fixed for the adjourned meeting, or unless the adjournment is for more than sixty (60) days after the date of the original meeting, in which case, the Board of Trustees shall set a new record date as provided in Article V, Section 5 of the Trusts Declaration of Trust and Article II, Section 5 of the By-Laws and give written notice to each Shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Article V, Section 2 of the Trusts Declaration of Trust and Article II, Section 4 of the By-Laws.  At any adjourned meeting, any business may be transacted that might have been transacted at the original meeting.

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 of UBS Dynamic Alpha Fund, UBS Global Allocation Fund, UBS Global Frontier Fund, UBS Global Equity Fund, UBS International Equity Fund, UBS U.S. Equity Alpha Fund, UBS U.S. Large Cap Equity Fund, UBS U.S. Large Cap Growth Fund, UBS U.S. Large Cap Value Equity Fund, UBS U.S. Mid Cap Growth Equity Fund, UBS U.S. Small Cap Growth Fund, 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, 2008, in accordance with the standards of the Public Fund Accounting Oversight Board (United States), we considered the Funds internal control over financial reporting, including controls over 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 expre
ssing an opinion on the effectiveness of the Funds 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. A Funds 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. A Funds internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Funds; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and exp
enditures of the Funds are being made only in accordance with authorizations of management and directors of the Funds; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a Funds 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 deficiency in internal control over financial reporting 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 material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Funds annual or interim financial statements will not be prevented or detected on a timely basis.

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 material weaknesses under standards established by the Public Fund Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds 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, 2008.

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 28, 2008
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