EX-99.77O RULE 10F-3 2 exhibit77o.txt EXHIBIT77O For period ending July 31, 2007 Exhibit 77(o) File number 811-8764 FORM 10f-3 Registered Domestic Securities BlackRock FUND: UBS PACE Intermediate Fixed Income Investments 1. Issuer: The Progressive Corporation 2. Date of Purchase: 06/18/2007 3. Date offering commenced: 06/18/2007 4. Underwriters from whom purchased: Goldman Sachs 5. Affiliated Underwriter managing or participating in syndicate: Merrill Lynch 6. Aggregate principal amount or number of shares purchased: 100,000,000 7. Aggregate principal amount or total number of shares of offering: 1,000,000,000 8. Purchase price (net of fees and expenses): 99.7290 9. Initial public offering price: 99.7290 10. Commission, spread or profit: 1.000% 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 X offered to the public. 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 X purchased on or before the fourth day preceding the day on which the offering terminated). c. The securities were purchased at a price not more than 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 X the same period. f. The issuer of the securities and any predecessor have been in continuous operations for not less X than three years. g The amount of such securities purchased by the Fund and all investment companies advised by Brinson Advisors or the Fund's Sub-Adviser, X if applicable, did not exceed 25% of the principal amount of the offering sold. h. No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. x Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/ Rummei Cai Date: 7/10/2007 For period ending July 31, 2007 Exhibit 77(o) File number 811-8764 FORM 10f-3 Eligible Foreign Offering FUND: UBS PACE International Emerging Markets Equity Investments Name of Adviser or Sub-Advisor: Mondrian Investment Partners Limited 1. Issuer: Bancolumbia S.A. 2. Date of Purchase: 17th July 2007 3. Date offering commenced: 15th June 2007 4. Underwriters from whom purchased: UBS INVESTMENT BANK 5. Affiliated Underwriter managing or participating in syndicate: UBS AG acting through its business group, UBS INVESTMENT BANK____________________________________________ 6. Aggregate principal amount or number of shares purchased: 10,100 7. Aggregate principal amount or total number of shares of offering: 8,411,470 8. Purchase price (net of fees and expenses): US $33.25 9. Initial public offering price: US $33.25 10. Commission, spread or profit: Net 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 X any rights that are required by law to be granted to existing security holders). c. Financial statements of the issuer, prepared and audited in accordance with the standards of the appropriate foreign financial regulatory authority, X for the two years prior to the offering, are made available to prospective purchasers. d. The issuer is a foreign government, a foreign national or an entity organized under the laws X of a foreign country. 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. n/a n/a 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 X rights to purchase required by law to be granted to existing security holders). h. The underwriting was a firm commitment underwriting. n/a 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. j. The issuer of the securities and any predecessor have 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 X investment discretion did not exceed 25% of the principal amount of the offering. l. No Affiliated Underwriter benefited directly X or indirectly from the purchase. (Not to our knowledge) Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. *- Please note that this report relates to a secondary offering which commenced trading on 15th June 2007. Mondrian purchased 10,100 shares on behalf of UBS Pace Emerging on 17th July 2007. Approved: /s/ John L. Barrett Date: 14th August 2007 For period ending July 31, 2007 Exhibit 77(o) File number 811-8764 FORM 10f-3 Municipal Securities FUND: UBS PACE Municipal Fixed Income Name of Adviser or Sub-Adviser Standish Mellon Asset Management 1. Issuer: Golden State Tobacco Securitization California Tobacco Settlement 2. Date of Purchase: 03/08/2007 3. Date offering commenced: 03/07/2007 4. Underwriters from whom purchased: Bear Stearns 5. Affiliated Underwriter managing or participating in syndicate: UBS PaineWebber 6. Aggregate principal amount or number of shares purchased: 6,000,000 7. Aggregate principal amount or total number of shares of offering: 3,707,130,000 8. Purchase price (net of fees and expenses): 97.657 9. Initial public offering price: 97.657 10. Commission, spread or profit: .35% $21,000.00 11. Have the following conditions been satisfied? YES NO a. The securities are municipal securities as defined in Section 3(a)(29) of the Securities Exchange Act of 1934. X b. The securities were purchased prior to the end of the first day on which any sales are made. X c. The securities were purchased at a price not more than the price paid by each other purchaser in the offering. 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 has received an investment grade rating from a nationally recognized statistical rating organization or, if the issuer, or entity supplying X the revenues from which the issue is to be paid, shall have been in continuous operation for less than three years (including any predecessor), the issue has received of the three highest ratings X from at least one such rating or organization. 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 X discretion did not exceed 25% of the principal amount of the offering. h. No purchases were designated as group sales or otherwise allocated to the account of any Affiliated Underwriter. X Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/ Thomas C. Casey Date: 04/18/2007 For period ending July 31, 2007 Exhibit 77(o) File number 811-8764 FORM 10f-3 Municipal Securities FUND: UBS PACE Municipal Fixed Income Name of Adviser or Sub-Adviser Standish Mellon Asset Management 1. Issuer: Tobacco Settlement Financing Corporation NJ 2. Date of Purchase: 01/24/2007 3. Date offering commenced: 01/24/2007 4. Underwriters from whom purchased: Bear Stearns 5. Affiliated Underwriter managing or participating in syndicate: UBS 6. Aggregate principal amount or number of shares purchased: 1,460,000 7. Aggregate principal amount or total number of shares of offering: 3,622,208,081 8. Purchase price (net of fees and expenses): 98.572 9. Initial public offering price: 98.572 10. Commission, spread or profit: .375% $5,475.00 11. Have the following conditions been satisfied? YES NO a. The securities are municipal securities as defined in Section 3(a)(29) of the X Securities Exchange Act of 1934. b. The securities were purchased prior to the X end of the first day on which any sales are made. c. The securities were purchased at a price not more than the price paid by each other purchaser in the offering. 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 X during the same period. f. The issuer has received an investment grade rating from a nationally recognized statistical rating organization or, if the issuer, or entity X supplying the revenues from which the issue is to be paid, shall have been in continuous operation for less than three years (including any predecessor), the issue has received of the three highest ratings from at least one such rating X or organization. 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 X discretion did not exceed 25% of the principal amount of the offering. h. No purchases were designated as group sales or otherwise allocated to the account of any X Affiliated Underwriter. Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/ Christine Todd Date: 01/27/2007 For period ending July 31, 2007 Exhibit 77(o) File number 811-8764 FORM 10f-3 Municipal Securities FUND: UBS PACE Municipal Fixed Income Name of Adviser or Sub-Adviser Standish Mellon Asset Management 1. Issuer: PR Highway Authority Series CC 2. Date of Purchase: February 14, 2007 3. Date offering commenced: February 16, 2007 4. Underwriters from whom purchased: Saloman Smith Barney 5. Affiliated Underwriter managing or participating in syndicate: UBS 6. Aggregate principal amount or number of shares purchased: 1,070,000 7. Aggregate principal amount or total number of shares of offering: 2,184,860,553 8. Purchase price (net of fees and expenses): 105.586 9. Initial public offering price: 105.586 10. Commission, spread or profit: 1/2% $5.00 per bond 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 X offered to the public. 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 X purchased on or before the fourth day preceding the day on which the offering terminated). c. The securities were purchased at a price not more than 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 X the same period. f. The issuer has received an investment grade rating from a nationally recognized statistical rating organization or, if the issuer, or entity supplying X the revenues from which the issue is to be paid, shall have been in continuous operation for less than three years (including any predecessor), the issue has received of the three highest ratings from at least one such rating or organization. X g The amount of such securities purchased by the Fund and all investment companies advised by Brinson Advisors or the Fund's Sub-Adviser, if applicable, X did not exceed 25% of the principal amount of the offering sold. h. No purchases were designated as group sales or otherwise allocated to the account of any X Affiliated Underwriter. Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/ Christine Todd Date: 01/27/2007 For period ending July 31, 2007 Exhibit 77(o) File number 811-8764 FORM 10f-3 Municipal Securities FUND: UBS PACE Municipal Fixed Income Name of Adviser or Sub-Adviser Standish Mellon Asset Management 1. Issuer: Cypress-Fairbanks Independent School District Unlimited Tax Schoolhouse and Refunding Bonds (Harris, TX) 2. Date of Purchase: 06/29/2007 3. Date offering commenced: 06/28/2007 4. Underwriters from whom purchased: Morgan Keegan & Co INC. 5. Affiliated Underwriter managing or participating in syndicate: UBS Securities LLC 6. Aggregate principal amount or number of shares purchased: 2,500,000.00 7. Aggregate principal amount or total number of shares of offering: 268,630,000.00 8. Purchase price (net of fees and expenses): 105.114 9. Initial public offering price: 105.114 10. Commission, spread or profit: .5% $5.00 11. Have the following conditions been satisfied? YES NO a. The securities are municipal securities as defined X in Section 3(a)(29) of the Securities Exchange Act of 1934. b. The securities were purchased prior to the end of the first day on which any sales are made. X c. The securities were purchased at a price not more than the price paid by each other purchaser in the offering. 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 has received an investment grade rating from a nationally recognized statistical rating organization or, if the issuer, or entity supplying the revenues from X which the issue is to be paid, shall have been in continuous operation for less than three years (including any predecessor), the issue has received of the three highest ratings from at least one such X rating or organization. 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 X discretion did not exceed 25% of the principal amount of the offering. h. No purchases were designated as group sales or otherwise allocated to the account of any Affiliated Underwriter. X Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/ Christine Todd Date: 07/16/2007 For period ending July 31, 2006 Exhibit 77(o) File number 811-8764 FORM 10f-3 Registered Domestic Securities and Government Securities Wellington Management Company, LLP FUND: UBS PACE Select Advisors Trust: UBS PACE Alternative Strategies Investments 1. Issuer: AerCap Holdings NV 2. Date of Purchase: 07/31/07 3. Date offering commenced: 07/10/07 Announcement date 4. Underwriters from whom purchased: Morgan Stanley & Co. Incorporated - Executing Broker/JP Morgan Chase-Broker of Credit 5. Affiliated Underwriter managing or participating in syndicate: UBS Securities LLC 6. Aggregate principal amount or number of shares purchased: 2,800 7. Aggregate principal amount or total number of shares of offering: 20,000,000 shares 8. Purchase price (net of fees and expenses): $25,90/share 9. Initial public offering price: $25.90/share 10. Commission, spread or profit: 4.1% 11. Have the following conditions been satisfied? YES NO a. The securities are part of an issue registered under X the Securities Act of 1933 that is being offered to the public. b. The securities were purchased prior to the end of the first day on which any sales are made X (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 were purchased at a price not more than 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 X for underwriting similar securities during the same period. f. The issuer of the securities and any predecessor have been in continuous operations for not less than three years. X g The amount of such securities purchased by the Fund and all investment companies advised by Brinson Advisors or the Fund's Sub-Adviser, if applicable, did not exceed 25% of the principal amount X of the offering sold. h. No Affiliated Underwriter was a direct or indirect participant in or beneficiary of the sales. X Note: Refer to the Rule 10f-3 Procedures for the definitions of the capitalized terms above. In particular, Affiliated Underwriter is defined as UBS AG and its affiliates. In the case of a Fund advised by a Sub-Adviser, Affiliated Underwriter shall also include any brokerage affiliate of the Sub-Adviser. Approved: /s/ Karen J. DeNinno, Vice President Date: August 15, 2007