EX-99.77C VOTES

For period ending December 31, 2012
77C
File number 811-06637


At a special meeting of shareholders of UBS High Yield Fund and UBS Global Equity Fund held on October 25, 2012, both series of The UBS Funds, a majority of shareholders voted on the proposals indentified in the proxy statement, which was the approval of an Agreement and Plan of Reorganization providing for the: (i) acquisition by Nationwide Mutual Funds ( the "NMF Trust"), a Delaware statutory trust, on behalf of its series of all of the property, assets and goodwill of its corresponding Target Fund, in exchange solely for shares of beneficial interested, no par value, of the Acquiring Fund; (ii) the assumption by the NMF Trust, on behalf of each Acquiring Fund, of all the liabilities of its corresponding Target Fund; (iii) the distribution of the shares of each Acquiring Fund to the shareholders of its corresponding Target Fund according to their respective interests in complete liquidation of each Target Fund; and (iv) the dissolution of each Target Fund as practical after the closing.

Target Funds

Acquiring Funds
UBS Global Equity Fund

Nationwide Global Equity Fund

Class A


Class A

Class C


Class C

Class Y


Institutional Class





UBS High Yield Fund

Nationwide High Yield Bond Fund

Class A


Class A

Class C


Class C

Class Y


Institutional Class

UBS Global Equity Fund
Proposal 1: To vote on an Agreement and Plan of Reorganization.

For
3,258,133.565
Against
163,238.146

UBS High Yield Fund
Proposal 1: To vote on an Agreement and Plan of Reorganization.

For
6,158,077.839
Against
245,076.156



The UBS Funds

1

EX-99.77D POLICIES

For period ending December 31, 2012
Exhibit 77D
File number 811-06637
Exhibit 77Q1

At the October 16, 2012 Telephonic Board meeting, the Board approved repositioning the UBS U.S. Equity Alpha Fund by changing its name and adjusting certain investment policies.  The Board approved changing the Fund's name to the UBS U.S. Defensive Equity Fund.  The Board approved changing the Fund's 80% investment policy to read as follows: under normal circumstances, at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity securities of US companies to investing, under normal circumstances, at least 80% of its net assets (plus borrowings for investment purposes, if any) in equity and/or equity-related instruments of US companies.  Additionally, the Board approved changing the Fund's targeted return goal to "seek to achieve equity-like returns or better with less than equity-like risk or volatility over a full market cycle".  Lastly, the Board approved permitting the Fund to engage in an options-based strategy in an effort to hedge out a portion of equity market risk in extreme down markets.  This change is effective as of January 28, 2013.



For period ending December 31, 2012
Exhibit 77D
File number 811-06637
Exhibit 77Q1

At the September 6th and 7th, 2012 meeting of the Board of Trustees, the Board approved the expansion of the Funds' disclosure regarding their investments in interest only (IO) and principal only (PO) securities. The additional disclosure will appear in the statement of additional information for all fixed income and asset allocation funds and was included in the annual registration statement update to be filed on October 29, 2012.


The UBS Funds

1

EX-99.77O RULE 10F-3

For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Eligible Foreign Securities
FUND:
UBS Dynamic Alpha Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
Nippon Telegraph and Telephone Corp. 1.4% due 07/18/2017
2.
Date of Purchased:
07/11/2012
3.
Date of offering commenced:
07/11/2012
4.
Underwriter(s) from whom purchased:
Morgan Stanley
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
$19,973,000.00
7.
Aggregate principal amount or total number of shares of offering:
$748,987,500.00
8.
Purchase price (net of fees and expenses):
$99.865
9.
Initial public offering price:
$99.865
10.
Commission, spread or profit:
$0.35%
11.
Have the following conditions been satisfied?
YES
NO

a.
The offering is subject to regulation by a foreign financial regulatory authority.
X







b.
The securities are offered at a fixed price to all purchasers in the offering (except for any rights that are required by law to be granted to existing security holders).
X







c.
Financial statements of the issuer, prepared and audited in accordance with the standards of the appropriate foreign financial regulatory authority, for the two years prior to the offering, are made available to prospective purchasers.
X







d.
The issuer is a foreign government, a foreign national or an entity organized under the laws of a foreign country.
X







e.
If the answer to (d) is no, the issuer is a reporting company in the U.S. and has made all required filings during the past 12 months.
X







f.
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







g.
The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering (except for any rights to purchased required by law to be granted to existing security holders).
X







h.
The underwriting was a firm commitment underwriting.
X







i.
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







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







k.
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







l.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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/ Tim Winstone

Date:
07/11/2012
Print Name:
Tim Winstone






For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Registered Domestic Securities and Government Securities
FUND:
UBS High Yield Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
MarkWest Energy Partners, L.P. 5.5% due 02/15/2023
2.
Date of Purchased:
08/06/2012
3.
Date of offering commenced:
08/06/2012
4.
Underwriter(s) from whom purchased:
Wells Fargo Securities LLC
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
$4,950,750 firmwide
7.
Aggregate principal amount or total number of shares of offering:
$495,075,000.00
8.
Purchase price (net of fees and expenses):
$99.015
9.
Initial public offering price:
$99.015
10.
Commission, spread or profit:
$1.5%
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X







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







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







d.
The underwriting was a firm commitment underwriting.
X







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







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







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







h.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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:
08/13/2012
Print Name:
Matthew A. Iannucci






For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Registered Domestic Securities and Government Securities
FUND:
UBS High Yield Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
CHS/Community Health Systems 5.125% due 08/15/2018
2.
Date of Purchased:
08/08/2012
3.
Date of offering commenced:
08/08/2012
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:
$5,000,000 firmwide
7.
Aggregate principal amount or total number of shares of offering:
$1,600,000,000.00
8.
Purchase price (net of fees and expenses):
$100.00
9.
Initial public offering price:
$100.00
10.
Commission, spread or profit:
1.375%
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X







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







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







d.
The underwriting was a firm commitment underwriting.
X







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







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







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







h.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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:
08/13/2012
Print Name:
Matthew A. Iannucci











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Registered Domestic Securities and Government Securities
FUND:
UBS High Yield Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
CHS/Community Health Systems 7.125% due 07/15/2020
2.
Date of Purchased:
07/09/2012
3.
Date of offering commenced:
07/09/2012
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:
$5,340,000 firmwide
7.
Aggregate principal amount or total number of shares of offering:
$1,200,000,000.00
8.
Purchase price (net of fees and expenses):
$100.00
9.
Initial public offering price:
$100.00
10.
Commission, spread or profit:
1.46%
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X







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







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







d.
The underwriting was a firm commitment underwriting.
X







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







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







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







h.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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:
08/07/2012
Print Name:
Matthew A. Iannucci











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Registered Domestic Securities and Government Securities
FUND:
UBS Dynamic Alpha Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
BB&T Corporation 1.6% due 08/15/2017
2.
Date of Purchased:
08/07/2012
3.
Date of offering commenced:
08/07/2012
4.
Underwriter(s) from whom purchased:
Deutsche Bank Securities
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
$13,974,520 (Firmwide)
7.
Aggregate principal amount or total number of shares of offering:
$748,635,000.00
8.
Purchase price (net of fees and expenses):
$99.818
9.
Initial public offering price:
$99.818
10.
Commission, spread or profit:
0.20%
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X







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







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







d.
The underwriting was a firm commitment underwriting.
X







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







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







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







h.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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/Tim Winstone

Date:
08/09/2012
Print Name:
Tim Winstone











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Registered Domestic Securities and Government Securities
FUND:
UBS Global Bond Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
BB&T Corporation 1.6% due 08/15/2017
2.
Date of Purchased:
08/07/2012
3.
Date of offering commenced:
08/07/2012
4.
Underwriter(s) from whom purchased:
Deutsche Bank Securities
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
$13,974,520 (Firmwide)
7.
Aggregate principal amount or total number of shares of offering:
$748,635,000.00
8.
Purchase price (net of fees and expenses):
$99.818
9.
Initial public offering price:
$99.818
10.
Commission, spread or profit:
0.20%
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X







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







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







d.
The underwriting was a firm commitment underwriting.
X







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







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







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







h.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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/Tim Winstone

Date:
08/09/2012
Print Name:
Tim Winstone











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Registered Domestic Securities and Government Securities
FUND:
UBS Global Frontier Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
Splunk Inc.
2.
Date of Purchased:
07/19/2012
3.
Date of offering commenced:
07/19/2012
4.
Underwriter(s) from whom purchased:
Morgan Stanley & Co., Pacific Crest
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
560,000 shares (firmwide)
7.
Aggregate principal amount or total number of shares of offering:
11,744,064 shares
8.
Purchase price (net of fees and expenses):
$28.25
9.
Initial public offering price:
$28.25
10.
Commission, spread or profit:
$0.59325
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X







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







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







d.
The underwriting was a firm commitment underwriting.
X







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







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







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







h.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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/Saverio Console

Date:
08/02/2012
Print Name:
Saverio Console











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Registered Domestic Securities and Government Securities
FUND:
UBS Global Allocation Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
Splunk Inc.
2.
Date of Purchased:
07/19/2012
3.
Date of offering commenced:
07/19/2012
4.
Underwriter(s) from whom purchased:
Morgan Stanley & Co., Pacific Crest
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
560,000 shares (firmwide)
7.
Aggregate principal amount or total number of shares of offering:
11,744,064 shares
8.
Purchase price (net of fees and expenses):
$28.25
9.
Initial public offering price:
$28.25
10.
Commission, spread or profit:
$0.59325
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X







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







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







d.
The underwriting was a firm commitment underwriting.
X







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







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







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







h.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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/Saverio Console

Date:
08/02/2012
Print Name:
Saverio Console











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Rule 144A Securities
FUND:
UBS High Yield Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
SandRidge Energy, Inc. 7.5% due 02/15/2023
2.
Date of Purchased:
08/06/2012
3.
Date of offering commenced:
08/06/2012
4.
Underwriter(s) from whom purchased:
Barclays Capital
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
$5,970,000 firmwide
7.
Aggregate principal amount or total number of shares of offering:
$820,875,000.00
8.
Purchase price (net of fees and expenses):
$99.50
9.
Initial public offering price:
$99.50
10.
Commission, spread or profit:
1.375%
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
X







b.
The securities are sold to persons reasonably believed to be "qualified institutional buyers" ("QIBs").
X







c.
The securities are reasonable believed to be eligible for resale to other QIBs.
X







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.
X







f.
The underwriting was a firm commitment underwriting.
X







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 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:
08/13/2012
Print Name:
Matthew A. Iannucci










For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Rule 144A Securities
FUND:
UBS High Yield Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
Ryerson Inc./Joseph T R 9% due 10/15/2017
2.
Date of Purchased:
09/27/2012
3.
Date of offering commenced:
09/27/2012
4.
Underwriter(s) from whom purchased:
Bank of America Securities
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
$900,000 firmwide
7.
Aggregate principal amount or total number of shares of offering:
$600,000,000.00
8.
Purchase price (net of fees and expenses):
$100.00
9.
Initial public offering price:
$100.00
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.
X







b.
The securities are sold to persons reasonably believed to be "qualified institutional buyers" ("QIBs").
X







c.
The securities are reasonable believed to be eligible for resale to other QIBs.
X







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.
X







f.
The underwriting was a firm commitment underwriting.
X







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 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:
10/05/2012
Print Name:
Matthew A. Iannucci











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Registered Domestic Securities and Government Securities
FUND:
UBS Dynamic Alpha Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
PepsiCo Inc. 1.25% due 08/13/2017
2.
Date of Purchased:
08/08/2012
3.
Date of offering commenced:
08/08/2012
4.
Underwriter(s) from whom purchased:
Morgan Stanley
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
$1,800,660.40 (Firmwide)
7.
Aggregate principal amount or total number of shares of offering:
$994,840,000.00
8.
Purchase price (net of fees and expenses):
$99.484
9.
Initial public offering price:
$99.484
10.
Commission, spread or profit:
0.35%
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X







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







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







d.
The underwriting was a firm commitment underwriting.
X







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







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







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







h.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X






Note: Refer to 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/Tim Winstone

Date:
08/13/2012
Print Name:
Tim Winstone











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

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:
Palo Alto Networks Inc.
2.
Date of Purchased:
07/19/2012
3.
Date of offering commenced:
07/19/2012
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:
25,000 shares (firmwide)
7.
Aggregate principal amount or total number of shares of offering:
6,200,000 shares
8.
Purchase price (net of fees and expenses):
$42.000
9.
Initial public offering price:
$42.000
10.
Commission, spread or profit:
$1.764
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X







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







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







d.
The underwriting was a firm commitment underwriting.
X







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







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







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







h.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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:
07/23/2012
Print Name:
David Wabnik











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Registered Domestic Securities and Government Securities
FUND:
UBS (US) Fixed Income Opportunities Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
Oneok Partners, L.P. 3.375% due 10/01/2022
2.
Date of Purchased:
09/10/2012
3.
Date of offering commenced:
09/10/2012
4.
Underwriter(s) from whom purchased:
Royal Bank of Scotland
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
$12,951,730.00 firmwide
7.
Aggregate principal amount or total number of shares of offering:
$896,184,000.00
8.
Purchase price (net of fees and expenses):
$99.576
9.
Initial public offering price:
$99.576
10.
Commission, spread or profit:
0.6%
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are part of an issue registered under the Securities Act of 1933 that is being offered to the public, or is part of an issue of government securities (as defined in section 2(a)(16) of the 1940 Act).
X







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







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







d.
The underwriting was a firm commitment underwriting.
X







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







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







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







h.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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/Ryan Raymond

Date:
09/20/2012
Print Name:
Ryan Raymond











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Rule 144A Securities
FUND:
UBS High Yield Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
Nuance Communications Inc. 5.375% due 08/15/2020
2.
Date of Purchased:
08/09/2012
3.
Date of offering commenced:
08/09/2012
4.
Underwriter(s) from whom purchased:
Barclays Capital Inc.
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
$4,625,000 firmwide
7.
Aggregate principal amount or total number of shares of offering:
$600,000,000.00
8.
Purchase price (net of fees and expenses):
$100.00
9.
Initial public offering price:
$100.00
10.
Commission, spread or profit:
1.375%
11.
Have the following conditions been satisfied?
YES
NO

a.
The securities are sold in an offering exempt from registration under Section 4(2) of the Securities Act of 1933, Rule 144A or Regulation D.
X







b.
The securities are sold to persons reasonably believed to be "qualified institutional buyers" ("QIBs").
X







c.
The securities are reasonable believed to be eligible for resale to other QIBs.
X







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.
X







f.
The underwriting was a firm commitment underwriting.
X







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 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:
08/13/2012
Print Name:
Matthew A. Iannucci











For period ending December 31, 2012
Exhibit 77O
File number 811-06637
Exhibit 77Q1

Form 10f-3
Eligible Foreign Securities
FUND:
UBS Global Bond Fund
Name of Adviser or Sub-Adviser:
UBS Global Asset Management (Americas) Inc.
1.
Issuer:
Nippon Telegraph and Telephone Corp. 1.4% due 07/18/2017
2.
Date of Purchased:
07/11/2012
3.
Date of offering commenced:
07/11/2012
4.
Underwriter(s) from whom purchased:
Morgan Stanley
5.
"Affiliated Underwriter" managing or participating in syndicate:
UBS Investment Bank
6.
Aggregate principal amount or number of shares purchased:
$19,973,000.00 (Firmwide)
7.
Aggregate principal amount or total number of shares of offering:
$748,987,500.00
8.
Purchase price (net of fees and expenses):
$99.865
9.
Initial public offering price:
$99.865
10.
Commission, spread or profit:
$0.35%
11.
Have the following conditions been satisfied?
YES
NO

a.
The offering is subject to regulation by a foreign financial regulatory authority.
X







b.
The securities are offered at a fixed price to all purchasers in the offering (except for any rights that are required by law to be granted to existing security holders).
X







c.
Financial statements of the issuer, prepared and audited in accordance with the standards of the appropriate foreign financial regulatory authority, for the two years prior to the offering, are made available to prospective purchasers.
X







d.
The issuer is a foreign government, a foreign national or an entity organized under the laws of a foreign country.
X







e.
If the answer to (d) is no, the issuer is a reporting company in the U.S. and has made all required filings during the past 12 months.
X







f.
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







g.
The securities were purchased at a price not more than the price paid by each other purchaser in the offering or any concurrent offering (except for any rights to purchased required by law to be granted to existing security holders).
X







h.
The underwriting was a firm commitment underwriting.
X







i.
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







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







k.
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







l.
No Affiliated Underwriter benefitted directly or indirectly from the purchase.
X

Note: Refer to 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/ Tim Winstone

Date:
07/11/2012
Print Name:
Tim Winstone



The UBS Funds

1

EX-99.77Q1 OTHR EXHB

For period ending December 31, 2012
Exhibit 77Q1
File number 811-06637


INVESTMENT ADVISORY AGREEMENT


              AGREEMENT made this 16th day of July, 2012, by and between The UBS Funds, a Delaware statutory trust (the "Trust") and UBS Global Asset Management (Americas) Inc., a Delaware corporation (the "Advisor").
              1.	Duties of the Advisor.  The Trust hereby appoints the Advisor to act as investment advisor to the UBS Emerging Markets Debt Fund (the "Series") for the period and on such terms set forth in this Agreement.  The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the assets to be held uninvested, to provide the Trust with records concerning the Advisor's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Board of Trustees concerning the Advisor's discharge of the foregoing responsibilities.  The Advisor shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Trustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the Trust's Prospectus and Statement of Additional Information.  The Advisor accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings, equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. With respect to foreign securities, at its own expense, the Advisor may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, and may obtain investment services from the investment advisory personnel of its affiliates located throughout the world to the extent permitted under interpretations of the federal securities laws.
              2.	Portfolio Transactions.  The Advisor shall provide the Series with a trading department, and with respect to foreign securities, the Advisor is authorized to utilize the trading departments of its foreign affiliates.  The Advisor shall select, and with respect to its foreign affiliates or the use of any sub-advisors, shall monitor the selection of, the brokers or dealers that will execute the purchases and sales of securities for the Series and is directed to use its best efforts to ensure that the best available price and most favorable execution of securities transactions for the Series are obtained.  Subject to policies established by the Board of Trustees of the Trust and communicated to the Advisor, it is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of the Series, or be in breach of any obligation owing to the Trust or in respect of the Series under this Agreement, or otherwise, solely by reason of its having caused the Series to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Series in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Advisor's overall responsibilities with respect to the Series and to other funds and advisory accounts for which the Advisor or any Sub-Advisor, as defined in Section 8 hereof, exercises investment discretion.  The Advisor will promptly communicate to the officers and trustees of the Trust such information relating to the Series transactions as they may reasonably request.
              3.	Compensation of the Advisor.  For the services to be rendered by the Advisor as provided in Sections 1 and 2 of this Agreement, the Series shall pay to the Advisor within five business days after the end of each calendar month, a monthly fee of one twelfth of the effective advisory fee rate multiplied by the Series' average daily net assets for the month.  The effective advisory fee rate is calculated according to the following fee schedule:  0.75% of assets under management.
              In the event of termination of this Agreement, the fee provided in this Section 3 shall be paid on a pro rata basis, based on the number of days when this Agreement was in effect.
              4.	Reimbursement of Fee Waivers and Expense Reimbursements.  If on any day during which this Agreement is in effect, the estimated annualized Operating Expenses (as defined below) of the Series for that day are less than the Operating Expense Limit (as defined below), the Advisor shall be entitled to reimbursement by the Series of the investment management fees waived or reduced, and of any expense reimbursements or similar payments remitted by the Advisor to the Series pursuant to the Advisor's agreement to limit the Series' Operating Expenses (the "Reimbursement Amount") during any of the previous three (3) years, to the extent that the Series' annualized Operating Expenses, plus the amount so reimbursed, equals, for such day, the Operating Expense Limit, provided that such amount paid to the Advisor will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed by the Series to the Advisor.  For purposes of this Section 4:  (i) "Operating Expenses" shall include the ordinary operating expenses incurred by the Series in any fiscal year, including, without limitation, management fees paid to the Advisor, but excluding interest, taxes, brokerage commissions, other investment-related costs, securities loan fees and dividend expense for securities sold short, expenses incurred through investment in other investment companies and extraordinary expenses not incurred in the ordinary course of the Series' business; and (ii) "Operating Expense Limit" shall mean the rate of the "Total Expense Limit" as a percentage of average daily net assets of the Series as stated in the then current registration statement of the Series, plus any distribution or service fees under Rule 12b-1 under the Investment Company Act of 1940 and/or shareholder service fees as described in the then current registration statement of the Series, as determined from time to time by the Board of Trustees of the Trust.
              5.	Reports.  The Series and the Advisor agree to furnish to each other such information regarding their operations with regard to their affairs as each may reasonably request.
              6.	Status of Advisor.  The services of the Advisor to the Series are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Series are not impaired thereby.
              7.	Liability of Advisor.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by the Advisor of its obligations and duties hereunder, the Advisor shall not be subject to any liability whatsoever to the Series, or to any shareholder of the Series, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Series.
              8.	Delegation of Responsibilities to Sub-Advisors.  The Advisor may, at its expense, select and contract with one or more affiliated or unaffiliated investment advisors registered under the Investment Advisers Act of 1940 ("Sub-Advisors") to perform some or all of the services for the Series for which it is responsible under this Agreement.  The Advisor will compensate any Sub-Advisor for its services to the Series.  The Advisor may terminate the services of any Sub-Advisor at any time in its sole discretion, and shall at such time assume the responsibility of such Sub-Advisor unless and until a successor Sub-Advisor is selected and the requisite approval of the Series' shareholders is obtained.  The Advisor will continue to have responsibility for all advisory services furnished by any Sub-Advisor.
              9.	 Duration and Termination.  This Agreement shall become effective on July 16, 2012 provided that first it is approved by the Board of Trustees of the Trust, including a majority of those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, as amended (the "1940 Act") and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect for an initial period of two years. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by:  (i) the Trust's Board of Trustees; or (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party in the manner provided in Section 15(c) of the 1940 Act.  This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to the Advisor.  This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon 60 days' written notice to the Trust.  This Agreement will automatically terminate in the event of its assignment.  Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party.
              As used in this Section 9, the terms "assignment," "interested person," and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
              10.	Name of Advisor.  The parties agree that the Advisor has a proprietary interest in the name "UBS," and the Trust agrees to promptly take such action as may be necessary to delete from its corporate name and/or the name of the Series any reference to the name of the Advisor promptly after receipt from the Advisor of a written request therefor.
              11.	Severability.  If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
              12.	Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved by vote of a majority of the Series' outstanding voting securities.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 16th day of July, 2012.
THE UBS FUNDS
THE UBS FUNDS




By: /s/ Tammie Lee
By: /s/ Thomas Disbrow
Name: Tammie Lee
Name: Thomas Disbrow
Title: Vice President and Assistant Secretary
Title: Treasurer and Principal Accounting Officer




UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.
UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.




By: /s/ Joseph J. Allessie
By: /s/ Mark Kemper
Name:  Joseph J. Allessie
Name:  Mark Kemper
Title: Executive Director and Deputy General Counsel
Title:  Managing Director and General Counsel

The UBS Funds

2