EX-99.77C VOTES

For period ending December 31, 2008					Exhibit 77C

File number 811-6637

	At the special meeting of shareholders held on December 5, 2008 the Fund's shareholders elected the Board of Trustees of the Trust.  Pursuant to Instruction 2 of Sub-Item 77C of Form N-SAR, it is not necessary to provide in this exhibit details concerning shareholder action on this proposal since there were no solicitations in opposition to the registrant's nominees and all of the nominees were elected.

EX-99.77O RULE 10F-3

For period ending December 31, 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:  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:  100,0 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  18,750,000 shares
8.  Purchase price per unit or share(net of fees and expenses):  $18.00
9.  Initial public offering price per unit or share:  $18.00
10.  Commission, spread or profit:  ________4.05____%              $_0.729____
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).
b.	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).
 c.	The securities purchased at a price not more then the price paid by each other purchaser in the offering.
d.	The underwriting was a firm commitment underwriting. terminated).


X_______


X_______





X_______


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

X_______

X_______
NO

_______
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 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

FORM 10f-3
Registered Domestic Securities and Government Securities

FUND:  The UBS Funds - UBS Dynamic Alpha Fund
Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.
1.  Issuer:  EnergySolutions Inc.
2.  Date of Purchase:  07/24/2008		3.  Date offering commenced: 07/24/2008
4.  Underwriter(s) from whom purchased:  CS First Boston
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  725,000 shares
7.  Aggregate principal amount or total number of shares of offering:  35,000,000 shares
8.  Purchase price per unit or share(net of fees and expenses):  $19.00
9.  Initial public offering price per unit or share:  $19.00
10.  Commission, spread or profit:  ____________%              $0.456_____________
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).
b.	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).
c.	The securities purchased at a price not more then the price paid by each other purchaser in the offering.
d.	The underwriting was a firm commitment underwriting. terminated).


X_______


X_______





X_______


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

X_______

X_______
NO

_______

_______
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 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:8/7/08
Print Name:	Jim Malles


FORM 10f-3
Registered Domestic Securities and Government Securities

FUND:  The UBS Funds - UBS Mid Cap Growth Equity Fund
Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.
1.  Issuer:  EnergySolutions Inc.
2.  Date of Purchase:  07/24/2008		3.  Date offering commenced: 07/24/2008
4.  Underwriter(s) from whom purchased:  CS First Boston
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  725,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  35,000,000 shares
8.  Purchase price per unit or share(net of fees and expenses):  $19.00
9.  Initial public offering price per unit or share:  $19.00
10.  Commission, spread or profit:  ____________%              $__.456__________
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).
b.	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).
c.	The securities purchased at a price not more then the price paid by each other purchaser in the offering.
d.	The underwriting was a firm commitment underwriting. terminated).


X_______


X_______





X_______


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

X_______

X_______
NO

_______

_______

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 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: 8/7/08
Print Name:  	Jim Malles





FORM 10f-3
Rule 144A 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:  EnergySolutions Inc.
2.  Date of Purchase:  7/24/2007		3.  Date offering commenced: 7/24/2008
4.  Underwriter(s) from whom purchased:  CS First Boston Group.
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  725,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  35,000,000 shares
8.  Purchase price (net of fees and expenses):  $19.00
9.  Initial public offering price:  $19.00
10.  Commission, spread or profit:  ______2.4______%              $____0.456________
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:8/6/08
Print Name:	David Wabnik



Rule 144A Securities
FUND:  The UBS Funds - UBS Global Allocation Fund
Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.
1.  Issuer:  Metlife Inc.
2.  Date of Purchase:  10/08/2008		3.  Date offering commenced: 10/08/2008
4.  Underwriter(s) from whom purchased:  CS First Boston
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  2,500,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  75,000,000 shares
8.  Purchase price (net of fees and expenses):  $26.50
9.  Initial public offering price:  $26.50
10.  Commission, spread or profit:  ____________%              $____0.413_______
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:10/28/08
Print Name:	James Malles

Rule 144A 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:  Metlife Inc.
2.  Date of Purchase:  10/08/2008		3.  Date offering commenced: 10/08/2008
4.  Underwriter(s) from whom purchased:  CS First Boston
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  2,500,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  75,000,000 shares
8.  Purchase price (net of fees and expenses):  $26.50
9.  Initial public offering price:  $26.50
10.  Commission, spread or profit:  __________%              $____0.413________
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:10/28/08
Print Name:	James Malles_______


Rule 144A Securities
FUND:  The UBS Funds - UBS U.S. Large Cap Value Equity Fund
Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.
1.  Issuer:  Metlife Inc.
2.  Date of Purchase:  10/08/2008                                      Date offering commenced: 7/24/2008
4.  Underwriter(s) from whom purchased:  CS First Boston Group.
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  2,500,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  75,000,000 shares
8.  Purchase price (net of fees and expenses):  $26.50
9.  Initial public offering price:  $26.50
10.  Commission, spread or profit:  ___________%              $____0.413________
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:10/25/08
Print Name:	James Malles


Rule 144A 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:  Metlife Inc.
2.  Date of Purchase:  10/08/2008		3.  Date offering commenced: 10/08/2008
4.  Underwriter(s) from whom purchased:  CS First Boston
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased: 2,500,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  35,000,000 shares
8.  Purchase price (net of fees and expenses):  $26.50
9.  Initial public offering price:  $26.50
10.  Commission, spread or profit:  ____________%              $____0.413________
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:10/28/08
Print Name:	James Malles


Rule 144A Securities
FUND:  The UBS Funds - UBS Global Allocation Fund
Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.
1.  Issuer:  Metlife Inc.
2.  Date of Purchase:  10/08/2008		3.  Date offering commenced: 10/08/2008
4.  Underwriter(s) from whom purchased:  CS First Boston
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  2,500,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  75,000,000 shares
8.  Purchase price (net of fees and expenses):  $26.50
9.  Initial public offering price:  $26.50
10.  Commission, spread or profit:  ___________%              $____0.413________
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:10/28/08
Print Name:	James Malles


Rule 144A 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:  Metlife Inc.
2.  Date of Purchase:  10/08/2008		3.  Date offering commenced: 10/08/2008
4.  Underwriter(s) from whom purchased:  CS First Boston
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  2,500,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  75,000,000 shares
8.  Purchase price (net of fees and expenses):  $26.50
9.  Initial public offering price:  $26.50
10.  Commission, spread or profit:  ______2.4______%              $____0.456________
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:10/28/08
Print Name:	James Malles

Rule 144A Securities
FUND:  The UBS Funds - UBS U.S. Large Cap Value Equity  Fund
Name of Adviser or Sub-Adviser:  UBS Global Asset Management (Americas) Inc.
1.  Issuer:  Metlife Inc.
2.  Date of Purchase:  10/08/2008		3.  Date offering commenced: 10/08/2008
4.  Underwriter(s) from whom purchased:  CS First Boston
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  2,500,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  75,000,000 shares
8.  Purchase price (net of fees and expenses):  $26.50
9.  Initial public offering price:  $26.50
10.  Commission, spread or profit:  ___________%              $____0.413________
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:10/28/08
Print Name:	James Malles




Rule 144A 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:  Metlife Inc.
2.  Date of Purchase:  10/08/2008		3.  Date offering commenced: 10/08/2008
4.  Underwriter(s) from whom purchased:  CS First Boston
5.  "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.  Aggregate principal amount or number of shares purchased:  2,500,000 shares (Firmwide)
7.  Aggregate principal amount or total number of shares of offering:  75,000,000 shares
8.  Purchase price (net of fees and expenses):  $26.50
9.  Initial public offering price:  $26.50
10.  Commission, spread or profit:  __________%              $____0.413_____
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:10/28/08
Print Name:	James Malles

EX-99.77Q1 OTHR EXHB

For period ending December 31, 2008					Exhibit 77Q1 (a)

File number 811-6637

The Board of Trustees ("Board") of the Trust approved the following amendment  at a Board meeting held on March 6, 2008.
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF THE UBS FUNDS
       Pursuant to Article III, Section 5 and Article VIII, Section 4 of the Amended and Restated Agreement and Declaration of Trust dated September 28, 2004 (the "Declaration") of The UBS Funds (the "Trust"), the undersigned Trustees of the Trust hereby amend the Declaration as set forth below:
1.	Article V, Section 2
       The third sentence of Article V, Section 2 of the Declaration is hereby replaced in its entirety by the following:
"Notice of any meeting of Shareholders shall be given or caused to be given by the Trustees not more than one hundred twenty (120), nor less than ten (10) days before such meeting, stating the time and place of the meeting.  Notice of any meeting of Shareholders shall be given either personally or by U.S. mail, courier, cablegram, telegram, facsimile or electronic mail or other form of communication permitted by then current law, charges prepaid addressed to the Shareholder at the address(es) of such Shareholder appearing on the books of the Trust or its transfer or other duly authorized agent or provided in writing by the Shareholders(s) to the Trust for the purpose of notice.  Notice shall be deemed to have been duly given when delivered personally, deposited in the U.S. mail or with a courier, or sent by cablegram, telegram, facsimile or electronic mail."
2.	Article V, Section 5
       The first sentence of Article V, Section 5 of the Declaration is hereby replaced in its entirety by the following:
"For the purpose of determining the Shareholders who are entitled to vote or act at any meeting or any adjournment thereof, the Trustees may fix a time, which shall not be more than one hundred twenty (120) nor less than ten (10) days before the date of any meeting of Shareholders, as the record date for determining the Shareholders having the right to notice of and to vote at such meeting and any adjournment thereof, and in such case only Shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date."
       3. 	The Trustees have determined that the foregoing amendments to Article V, Sections 2 and 5 of the Declaration may be made by the Board of Trustees of the Trust without Shareholder approval in accordance with Article III, Section 5 of the Declaration because such amendment is consistent with the fair and equitable treatment of all Shareholders and Shareholder approval of such amendment is not required by the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time, or other applicable law.
       4. 	This amendment has been duly adopted by the Trustees.
       5. 	All other provisions of the Declaration shall remain in full force and effect.


       IN WITNESS WHEREOF, the Trustees named below do hereby enter into this amendment to the Declaration as of the 6th day of March, 2008.
/s/ Walter E. Auch
Walter E. Auch
Trustee of The UBS Funds
6001 N. 62nd Place
Paradise Valley, AZ 85253
/s/ Frank K. Reilly
Frank K. Reilly
Trustee of The UBS Funds
Mendoza College of Business
University of Notre Dame
Notre Dame, IN 46556-5649
/s/ Edward M. Roob
Edward M. Roob
Trustee of The UBS Funds
841 Woodbine Lane
Northbrook, IL 60002
/s/ Adela Cepeda
Adela Cepeda
Trustee of The UBS Funds
161 No. Clark Street
Suite 4975
Chicago, IL 60601
/s/ J. Mikesell Thomas
J. Mikesell Thomas
Trustee of The UBS Funds
Federal Home Loan Bank of Chicago
111 East Wacker Drive
Chicago, IL 60601
THE PLACE OF BUSINESS OF THE TRUST IS:

One North Wacker Drive
Chicago, IL 60606

EX-99.77D POLICIES

For period ending December 31, 2008					Exhibit 77D

File number 811-6637							77Q1


UBS International Equity Fund:
At the September 5, 2008 Board Meeting, the Board approved the following changes to the Fund's investment policy:
* To allow the Fund to dedicate 40% of the Fund's assets to UBS Global AM's Global ex-U.S. All Cap Growth strategy ("the Growth strategy"), subject to rebalancing when the Growth strategy's asset level reaches 45% to the upside or 35% to the downside.
* To raise from 15% to 25% the amount of the Fund's assets that may be invested in emerging market equities.


For period ending December 31, 2008					Exhibit 77D

File number 811-6637							77Q1

UBS Global Equity Fund:

At the September 5, 2008 Board Meeting, the Board approved permitting the Fund to invest up to 25% of its assets in emerging market equities.


For period ending December 31, 2008					Exhibit 77D

File number 811-6637							77Q1

UBS Global Allocation Fund:
At the December 4, 2008 Board Meeting, the Board approved the following investment policy changes in the UBS Global Allocation Fund:
* Incorporate the use of the Global ex-US growth equity capability to complement the core ex-US equity capability.
* Allow for the opportunistic use of investments such as REITs and listed alternative investments.

For period ending December 31, 2008					Exhibit 77D

File number 811-6637						            77Q1



UBS Global Frontier Fund:
At the December 4, 2008 Board Meeting, the Board approved the following investment policies changes in the UBS Global Frontier Fund:
* Incorporate the use of the Global ex-US growth equity capability to complement the core ex-US  equity capability.
* Allow for the opportunistic use of investments such as REITs and listed alternative investments.

For period ending December 31, 2008					Exhibit 77D

File number 811-6637						            77Q1

UBS U.S. Large Cap Growth Fund
UBS U.S. Equity Alpha Fund
UBS Global Frontier Fund

At the December 4, 2008 Board Meeting, the Board approved changing the status of the Funds from non-diversified to diversified under the Investment Company Act of 1940.