FUND/PLAN SERVICES, INC.
                       2 West Elm Street
                     Conshohocken, PA 19428
                         (610) 834-3611


May 28, 1996



U.S. Securities and Exchange Commission
Fiduciary Plaza
450 Fifth Street, NW
Washington, DC 20549

RE: The Brinson Funds (the "Trust") - Prospectus of The SwissKey Funds
Registration Statement File No.  33-47287; 811-6637
CIK No: 000088624

Dear Sir/Madam:

Pursuant to Rule 497 under the Securities Act of 1933, transmitted for filing 
herewith on behalf of the Trust is the EDGAR transmission of The SwissKey 
Funds' Prospectus dated February 15, 1996, as Supplemented May 28, 1996.
The purpose of this filing is to supplement The SwissKey Funds' Prospectus 
to permit (1) the series of the Trust to invest in other registered investment 
companies advised by Brinson Partners, Inc., the advisor to the Trust; and 
(2) to increase the limitation on permissible loans of portfolio securities 
from 25% to 33 1/3% for the Global Fund, Global Bond Fund and Non-U.S. Equity 
Fund series of the Trust.  Both of these changes to the Trust's fundamental 
investment policies were previously approved by shareholders at a Special 
Meeting of Shareholders held on February 16, 1996.
Please address any comments or questions to the attention of the undersigned 
at (610) 834-3611.

Sincerely,

Carolyn F. Mead, Esq.                                                      
Manager, Compliance Administration

Filed Pursuant to Rule 497(e)                                    
1933 Act File No. 33-47287                                       
1940 Act File No. 811-6637

Supplement dated May 28, 1996 
to the Prospectus of 
THE SWISSKEY FUNDS
dated February 15, 1996

The following information supplements and supersedes any contrary information 
contained in the section of The SwissKey Funds' Prospectus entitled "Other 
Investment Practices and Risk Factors":

Investment Company Securities

Effective May 28, 1996, the Trust received an exemptive order from the 
Securities and Exchange Commission which permits the Series of the Trust to 
invest in investment portfolios of other registered investment companies
advised by Brinson Partners.  To that end, it is currently anticipated that
the Global Fund will invest in series of Brinson Relationship Funds, another
registered investment company advised by Brinson Partners.  These investments
will be made to the extent consistent with Brinson Partners' investment
process of allocating assets to specific asset classes.
While the Series may, in the 
future, allocate assets to additional asset classes through their investments 
in series of Brinson Relationship Funds, it is presently contemplated that the 
Series will invest in the series of Brinson Relationship Funds in order to 
obtain exposure to the following asset classes: (1) equity and fixed income 
securities of issuers located in emerging market countries ("Emerging Market 
Securities"); (2) equity securities issued by companies with relatively small 
overall market capitalizations ("Small Cap Securities"); and (3) high yield 
securities ("High Yield Securities").  The Global Fund will invest in 
corresponding series of Brinson Relationship Funds only to the extent the 
Advisor determines that such investments are a more efficient means for the 
Global Fund to gain exposure to the asset classes identified above than by 
investing directly in individual securities.  Thus, to gain exposure to Emerging
Markets Securities, the Global Fund will invest in the Brinson Emerging Markets
Equity Fund series and the Brinson Emerging Markets Debt Fund series of Brinson 
Relationship Funds.  To gain exposure to Small Cap Securities and High Yield 
Securities, the Global Fund will invest in the Brinson Post-Venture Fund series 
and the Brinson High Yield Fund series, respectively, of Brinson Relationship 
Funds.  It is anticipated that investments by the Global Fund in any single 
series of Brinson Relationship Funds will not exceed 5% of the Global Fund's 
total net assets, and may involve transaction costs.  Each series of Brinson 
Relationship Funds in which the Global Fund may invest is permitted to invest 
in the same securities of a particular asset class in which the Global Fund 
is permitted to invest directly, and with similar risks.

The following information supplements and supersedes any contrary information 
contained in the section of The SwissKey Funds Prospectus entitled "Loans of 
Portfolio Securities ("All Series") under "Other Investment Practices and 
Risk Factors":

The Global Fund, Global Equity Fund, Global Bond Fund, Short-Term Global 
Income Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Bond Fund, Non-U.S. 
Equity Fund and Non-U.S. Bond Fund may loan up to 33 % of their assets; and the 
U.S. Cash Management Fund may loan up to 10% of its assets to qualified 
broker-dealers or institutional investors for their use relating to short sales 
or other security transactions.