EX-99.77O RULE 10F-3 3 exhibit77o.htm

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_______

_______

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

X_______

_______

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_______

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_______
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_______

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

X_______

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_______
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_______

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

X_______

Approved: /s/ David Wabnik Date: 5/14/08
Print Name: David Wabnik