EX-99.77O RULE 10F-3 3 a77o.htm

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: Wells Fargo & Co.
2. Date of Purchase: 5/08/2009 3. Date offering commenced: 5/08/2009
4. Underwriter(s) from whom purchased: JP Morgan Chase
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: 1,300,000 shares
7. Aggregate principal amount or total number of shares of offering: 392,150,000 shares
8. Purchase price per unit or share(net of fees and expenses): $22.00
9. Initial public offering price per unit or share: $22.00
10. Commission, spread or profit: ____________% $_0.2772___________
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_______

_______

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/ Robert A. Durante Date:6/9/09
Print Name: Robert A. Durante

FORM 10f-3
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: Sumitomo Mitsui Financial GR
2. Date of Purchase: 06/23/2009 3. Date offering commenced: 06/23/2009
4. Underwriter(s) from whom purchased: Daiwa Securities
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: 16,500 shs (Firmwide)
7. Aggregate principal amount or total number of shares of offering: 204,400,000 shares
8. Purchase price (net of fees and expenses): JPY 3,928
9. Initial public offering price: JPY 3,928
10. Commission, spread or profit: ______% $____________
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/ Nicholas Melhuish Date:27/7/09
Print Name: Nicholas Melhuish

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: Wells Fargo & Co.
2. Date of Purchase: 5/08/2009 3. Date offering commenced: 5/08/2009
4. Underwriter(s) from whom purchased: JPMorgan Chase
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased:1,300,000 shares (Firmwide)_
7. Aggregate principal amount or total number of shares of offering: 392,150,000 shares
8. Purchase price per unit or share(net of fees and expenses): $22.00
9. Initial public offering price per unit or share: $22.00
10. Commission, spread or profit: ____________% $__0.2772___________
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_______
NO

_______

X_______

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

X_______

_______

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: Sumitomo Mitsui Financial GR
2. Date of Purchase: 6/23/2009 3. Date offering commenced: 6/23/2009
4. Underwriter(s) from whom purchased: Daiwa Securities
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: 16,500 shares (Firmwide)
7. Aggregate principal amount or total number of shares of offering: 204,400,000 shares
8. Purchase price per unit or share(net of fees and expenses): JPY 3,928
9. Initial public offering price per unit or share: JPY 3,928
10. Commission, spread or profit: ____________% $___________
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_______

FORM 10f-3
Rule 144A Securities
FUND: The UBS Funds - UBS Global Equity Fund
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: Sumitomo Mitsui Financial GR
2. Date of Purchase: 06/23/2009 3. Date offering commenced: 06/23/2009
4. Underwriter(s) from whom purchased: Daiwa Securities
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: 16,500 shs (Firmwide)
7. Aggregate principal amount or total number of shares of offering: 204,400,000 shares
8. Purchase price (net of fees and expenses): JPY 3,928
9. Initial public offering price: JPY 3,928
10. Commission, spread or profit: ______% $____________
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_______

FORM 10f-3
Rule 144A Securities
FUND: The UBS Funds - UBS International Equity Fund
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: Sumitomo Mitsui Financial GR
2. Date of Purchase: 06/23/2009 3. Date offering commenced: 06/23/2009
4. Underwriter(s) from whom purchased: Daiwa Securities
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: 16,500 shs (Firmwide)
7. Aggregate principal amount or total number of shares of offering: 204,400,000 shares
8. Purchase price (net of fees and expenses): JPY 3,928
9. Initial public offering price: JPY 3,928
10. Commission, spread or profit: ______% $____________
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_______

FORM 10f-3
Registered Domestic Securities and Government Securities

FUND: The UBS Funds - UBS US Equity Alpha Fund
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: Wells Fargo & Co.
2. Date of Purchase: 5/08/2009 3. Date offering commenced: 5/08/2009
4. Underwriter(s) from whom purchased: JP Morgan Chase
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: 1,300,000 shares
7. Aggregate principal amount or total number of shares of offering: 392,150,000 shares
8. Purchase price per unit or share(net of fees and expenses): $22.00
9. Initial public offering price per unit or share: $22.00
10. Commission, spread or profit: ____________% $_0.2772___________
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_______
NO

X_______

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

X_______

_______

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: Wells Fargo & Co.
2. Date of Purchase: 5/08/2009 3. Date offering commenced: 5/08/2008
4. Underwriter(s) from whom purchased: JP Morgan Chase
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: 1,300,000 shares
7. Aggregate principal amount or total number of shares of offering: 392,150,000 shares
8. Purchase price per unit or share(net of fees and expenses): $22.00
9. Initial public offering price per unit or share: $22.00
10. Commission, spread or profit: ____________% $_0.2772___________
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_______
NO

X_______

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

X_______

_______

FORM 10f-3
Registered Domestic Securities and Government 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: Wells Fargo & Co.
2. Date of Purchase: 5/08/2009 3. Date offering commenced: 5/08/2008
4. Underwriter(s) from whom purchased: JP Morgan Chase
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: 1,300,000 shares
7. Aggregate principal amount or total number of shares of offering: 392,150,000 shares
8. Purchase price per unit or share(net of fees and expenses): $22.00
9. Initial public offering price per unit or share: $22.00
10. Commission, spread or profit: ____________% $_0.2772___________
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_______
NO

X_______

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

X_______

_______

FORM 10f-3
Rule 144A Securities
FUND: The UBS Funds - UBS High Yield Equity
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: Qwest Corporation 8.375% due 5/1/2016
2. Date of Purchase: 4/07/2009 3. Date offering commenced: 4/07/2009
4. Underwriter(s) from whom purchased: JPMorgan Securities
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: $ 1,849,960 (Firmwide)
7. Aggregate principal amount or total number of shares of offering: $749,696,290
8. Purchase price (net of fees and expenses): $92.498
9. Initial public offering price: $92.498
10. Commission, spread or profit: __2_% $__________
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_______

FORM 10f-3
Rule 144A Securities
FUND: The UBS Funds - UBS High Yield Fund
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: Host Hotels & Resorts LP 9% due 5/15/2017
2. Date of Purchase: 5/05/2009 3. Date offering commenced: 5/05/2009
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: $3,863,960 (Firmwide)
7. Aggregate principal amount or total number of shares of offering: $386,396,000
8. Purchase price (net of fees and expenses): $96.599
9. Initial public offering price: $96.599
10. Commission, spread or profit: __2_% $__________
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_______

FORM 10f-3
Rule 144A Securities
FUND: The UBS Funds - UBS High Yield Fund
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: Cricket Communications, Inc. 7 3/4 % due 05/15/2016
2. Date of Purchase: 5/28/2009 3. Date offering commenced: 5/28/2009
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: $ 3,845,360(Firmwide)
7. Aggregate principal amount or total number of shares of offering: $ 1,057,474,000
8. Purchase price (net of fees and expenses): $96.134
9. Initial public offering price: $96.134
10. Commission, spread or profit: __2_% $__________
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_______

FORM 10f-3
Registered Domestic Securities and Government Securities

FUND: The UBS Funds - UBS U.S. Bond Fund
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: Citigroup Funding Inc. 1 1/2 % due 7/12/2011
2. Date of Purchase: 6/25/2009 3. Date offering commenced: 6/25/2009
4. Underwriter(s) from whom purchased: Citigroup Global Markets Hldgs
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: $9,993,000 (Firmwide)
7. Aggregate principal amount or total number of shares of offering: $1,748,775,000
8. Purchase price per unit or share(net of fees and expenses): $99.93
9. Initial public offering price per unit or share: $99.93
10. Commission, spread or profit: ___N/A_________% $___________
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_______
NO

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/ Justin C. Tabellione Date:8/21/09
Print Name: Justin C. Tabellione

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: Artio Global Investors Inc.
2. Date of Purchase: 9/23/2009 3. Date offering commenced: 9/23/2009
4. Underwriter(s) from whom purchased: Goldman Sachs
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: 125,000 shares
7. Aggregate principal amount or total number of shares of offering: 25,000,000 shares
8. Purchase price per unit or share(net of fees and expenses): $26.00
9. Initial public offering price per unit or share: $26.00
10. Commission, spread or profit: ________% $_0.8424________
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_______
NO

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 J. Lettenberger Date:9/29/09
Print Name: David J. Lettenberger

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: Talecris Biotherapeutics Holdings Corporation
2. Date of Purchase: 9/30/2009 3. Date offering commenced: 9/30/2009
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: 1,500,000 shares
7. Aggregate principal amount or total number of shares of offering: 50,000,000 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: _____3.6474_____% $_0.693/share________
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_______
NO

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/ Saverro Console Jr. Date:10/5/09
Print Name: Saverro Console Jr.

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: Talecris Biotherapeutics Holdings Corporation
2. Date of Purchase: 9/30/2009 3. Date offering commenced: 9/30/2009
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: 1,500,000 shares
7. Aggregate principal amount or total number of shares of offering: 50,000,000 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: _____3.6474_____% $_0.693/share________
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_______
NO

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/ Saverro Console Jr. Date:10/5/2009
Print Name: Saverro Console Jr.

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: Artio Global Investors
2. Date of Purchase: 9/23/2009 3. Date offering commenced: 9/23/2009
4. Underwriter(s) from whom purchased: Goldman Sachs
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: 125,000 shares
7. Aggregate principal amount or total number of shares of offering: 25,000,000 shares
8. Purchase price per unit or share(net of fees and expenses): $26.00
9. Initial public offering price per unit or share: $26.00
10. Commission, spread or profit: __________% $_0.8424________
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_______
NO

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 J. Lettenberger Date:9/29/09
Print Name: David J. Lettenberger

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: Talecris Biotherapeutics
2. Date of Purchase: 9/30/2009 3. Date offering commenced: 9/30/2009
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: 1,500,000 shares
7. Aggregate principal amount or total number of shares of offering: 50,000,000 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: __________% $_0.693________
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_______
NO

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 J. Lettenberger Date:10/20/09
Print Name: David J. Lettenberger

FORM 10f-3
Registered Domestic Securities and Government Securities

FUND: The UBS Funds - UBS US Small Cap Growth Fund
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: Emdeon Inc. Class A
2. Date of Purchase: 8/11/2009 3. Date offering commenced: 8/11/2009
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: 125,000 shares
7. Aggregate principal amount or total number of shares of offering: 23,700,000 shares
8. Purchase price per unit or share(net of fees and expenses): $15.50
9. Initial public offering price per unit or share: $15.50
10. Commission, spread or profit: __________% $_0.6045________
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_______
NO

X_______

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

X_______

_______

FORM 10f-3
Rule 144A Securities
FUND: The UBS Funds - UBS High Yield Fund
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: Pinnacle Entertainment 8 5/8 % due 08/01/2017
2. Date of Purchase: 07/27/2009 3. Date offering commenced: 07/27/2009
4. Underwriter(s) from whom purchased: JPMorgan Chase Securities
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: $985,970 (Firmwide)
7. Aggregate principal amount or total number of shares of offering: $443,686,500
8. Purchase price (net of fees and expenses): $98.597
9. Initial public offering price: $98.597
10. Commission, spread or profit: ___2___% $____________
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_______

_______
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/ Matthew A. Iannucci Date:10/20/09
Print Name: Matthew A. Iannucci

FORM 10f-3
Rule 144A Securities
FUND: The UBS Funds - UBS High Yield Fund
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: QVC Inc. 7 1/2 % due 10/01/2019
2. Date of Purchase: 09/22/2009 3. Date offering commenced: 09/22/2009
4. Underwriter(s) from whom purchased: Wachovia Securities, Inc.
5. "Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6. Aggregate principal amount or number of shares purchased: $2,948,340 (Firmwide)
7. Aggregate principal amount or total number of shares of offering: $982,780,000
8. Purchase price (net of fees and expenses): $98.278
9. Initial public offering price: $98.278
10. Commission, spread or profit: ___2___% $____________
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_______

_______
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:10/20/09
Print Name: Shu Yang Tan

FORM 10f-3
Rule 144A Securities
FUND: The UBS Funds - UBS High Yield Fund
Name of Adviser or Sub-Adviser: UBS Global Asset Management (Americas) Inc.
1. Issuer: Transdigm Inc. 7 3/4 % due 7/15/2014
2. Date of Purchase: 09/30/2009 3. Date offering commenced: 09/30/2009
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: $971,250 (Firmwide)
7. Aggregate principal amount or total number of shares of offering: $412,781,250
8. Purchase price (net of fees and expenses): $97.125
9. Initial public offering price: $97.125
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_______
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_______

_______
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/ Matthew A. Iannucci Date:10/05/09
Print Name: Matthew A. Iannucci