The Brinson Funds
 
                                [BRINSON LOGO]

                              Brinson Global Fund
 
                           209 South LaSalle Street
                            Chicago, IL 60604-1295
 
                                  PROSPECTUS
                              SEPTEMBER 20, 1995
                          
                       AS SUPPLEMENTED MAY 28, 1996     
 
  THE BRINSON FUNDS (the "Trust") is an open-end management investment compa-
ny, advised by Brinson Partners, Inc., which currently offers shares of ten
series: 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, U.S. Cash
Management Fund, Non-U.S. Equity Fund and Non-U.S. Bond Fund (each a "Series"
and collectively, the "Series"). Each Series has distinct investment objec-
tives and policies.
 
  The Trust currently offers two classes of shares for each Series: the
Brinson Fund class and the SwissKey Fund class. Brinson Fund class shares have
no sales charges and are not subject to annual 12b-1 plan expenses. SwissKey
Fund class shares of each Series have no sales charges but are subject to an-
nual 12b-1 plan expenses. Each Series offers SwissKey Fund class shares in a
separate prospectus which may be obtained by calling 1-800-SWISSKEY.
 
  This Prospectus pertains only to the Brinson Fund class of the Global Fund
(the "Brinson Global Fund" or "Fund"). The Series' investment objective is to
maximize total return, consisting of capital appreciation and current income.
The Series is a global fund and as such, at least 65% of the Series' assets
will be invested in securities of issuers in at least three countries, one of
which may be the United States.
   
  This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Series. Additional information about the
Fund, the Series and the other Series and classes of shares of the Trust, is
contained in the Trust's Statement of Additional Information, dated February
15, 1996 as supplemented May 28, 1996, as amended from time to time, which has
been filed with the Securities and Exchange Commission and is available upon
request and without charge from the Trust, at the addresses and telephone num-
bers below. The Trust's Statement of Additional Information is incorporated by
reference into this Prospectus.     
 
  Investors should read and retain this Prospectus for future reference.
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION, PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CON-
TRARY IS A CRIMINAL OFFENSE.
 
  AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOV-
ERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY. AN INVESTMENT IN THE FUND IS NOT A DEPOSIT OR OBLIGATION
OF, OR GUARANTEED OR ENDORSED BY, ANY BANK.


UNDERWRITER:
Fund/Plan Broker Services, Inc.
2 W. Elm Street
Conshohocken, PA 19428-0874
(800) 448-2430
 
ADVISOR:
Brinson Partners, Inc.
209 South LaSalle Street
Chicago, IL 60604-1295
(800) 448-2430

 
                               TABLE OF CONTENTS
 
   

                                                                            PAGE
                                                                            ----
                                                                         
Prospectus Summary.........................................................   1
Table of Fees and Expenses.................................................   3
Financial Highlights.......................................................   4
Investment Objectives and Policies.........................................   4
Other Investment Practices and Risk Factors................................  11
Management of the Trust....................................................  15
Purchase of Shares.........................................................  17
Redemption of Shares.......................................................  19
Telephone Transactions.....................................................  21
Dividends, Distributions and Taxes.........................................  21
Shares of Beneficial Interest and Voting Rights............................  23
Performance Calculations...................................................  24
    
 
 
  This Prospectus is not an offering of the securities herein described in any
jurisdiction or to any person to whom it is unlawful for the Fund to make such
an offer or solicitation. No sales representative, dealer, or other person is
authorized to give any information or make any representation other than those
contained in this Prospectus.

 
PROSPECTUS SUMMARY
 
THE TRUST
 
  The Trust is an open-end management investment company commonly known as a
mutual fund. The Trust was originally established as a Maryland corporation on
April 14, 1992, and was reorganized as a Delaware business trust on December
1, 1993. The Trust currently offers ten series of shares: 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, U.S. Cash Management Fund, Non-U.S.
Equity Fund and Non-U.S. Bond Fund (each a "Series" and collectively, the "Se-
ries"). The Trust offers two classes of shares for each Series: the Brinson
Fund class and the SwissKey Fund class. This Prospectus pertains only to the
Brinson Fund class of the Global Fund (previously defined herein as the
"Brinson Global Fund" or "Fund").
 
INVESTMENT OBJECTIVE
 
  The Series' investment objective is to maximize total return, consisting of
capital appreciation and current income. The Series is a global fund. As such,
at least 65% of the Series' assets will be invested in securities of issuers
in at least three countries, one of which may be the United States. Due to the
inherent risks of investments, there can be no assurance that the objective of
the Series will be achieved. See "Investment Objectives and Policies" and
"Other Investment Practices and Risk Factors."
 
HOW TO PURCHASE SHARES
 
  The minimum initial single purchase for the Fund is $100,000 and the minimum
additional investment is $2,500. The Fund does not impose any sales load, re-
demption or exchange fees, nor does it bear any fees pursuant to a Rule 12b-1
Plan. The public offering price of shares of the Fund is the net asset value
per share next determined after the receipt and acceptance of the purchase or-
der at the transfer agent in proper form with accompanying check or other bank
wire arrangements. See "Purchase of Shares."
 
HOW TO REDEEM SHARES
 
  Shares may be redeemed at the net asset value per share of the Fund next de-
termined after receipt by the transfer agent of a redemption request in proper
form. Signature guarantees may be required. See "Redemption of Shares."
 
DIVIDEND REINVESTMENT
 
  The Fund intends to pay semi-annual dividends from its net investment income
and may pay net capital gains, if any, annually.
 
  Any dividends and distribution payments will be reinvested at net asset val-
ue, in additional full and fractional shares of the Fund, unless and until the
shareholder notifies the transfer agent, in writing, requesting payments in
cash. Provisions of the Tax Reform Act of 1986 may result in additional net
investment income and/or capital gain distributions at the end of the calendar
year. See "Dividends, Distributions and Taxes."
 
INVESTMENT MANAGEMENT, UNDERWRITER AND SERVICING AGENTS
 
  Brinson Partners, Inc. ("Brinson Partners" or the "Advisor"), 209 South
LaSalle Street, Chicago, IL 60604-1295, the Series' investment advisor, is an
investment management firm managing, as of June 30, 1995, approximately $43
billion in assets, primarily for pension and profit sharing institutional ac-
counts. Fund/Plan Broker Services, Inc., 2 W. Elm Street, Conshohocken, PA
19428-0874, serves as the Series' underwriter. Bankers Trust Company, c/o BTNY
Services, Inc., 34 Exchange Place, Jersey City, NJ 07302-1107, serves as the
custodian of the Series' assets. Fund/Plan Services, Inc., 2 W. Elm Street,
Conshohocken, PA 19428-0874, serves as the Series' administrator,
accounting/pricing agent and transfer agent.
 
RISK FACTORS
 
  Shareholders should understand that all investments involve risks and there
can be no guarantee against loss resulting from an investment in the Series,
nor can there be any assurance that the
 
                                       1

 
Series will be able to attain its investment objective. Investors should con-
sider the following factors:
 
  1. Investments in non-U.S. securities involve possible risks and opportuni-
ties not typically associated with investments in U.S. securities including,
but not limited to, foreign exchange fluctuations, political risks and the
costs of effecting transactions in foreign markets. See "Other Investment
Practices and Risk Factors."
 
  2. The value of securities denominated in currencies other than the U.S.
dollar, when expressed in U.S. dollars, will fluctuate in response to changes
in exchange rates between the U.S. dollar and the currencies in which the in-
struments are denominated. The net asset value can therefore fluctuate in re-
sponse to such changes in exchange rates, in addition to changes in the value
of portfolio securities which are unrelated to changes in currency exchange
rates. See "Other Investment Practices and Risk Factors."
 
  3. The Series may alter foreign currency exposure or engage in certain hedg-
ing techniques through the use of forward currency contracts, currency futures
contracts or options on futures or currencies. The Series is permitted to in-
vest in options on securities and options on futures contracts on fixed income
and equity indices of both U.S. and non-U.S. markets. Although the Series does
not engage in options or futures for speculative purposes, there are certain
risks associated with such hedging techniques. See "Forward Foreign Currency
Transactions," "Options on Currencies" and "Futures Contracts and Options on
Futures Contracts" under "Investment Objectives and Policies."
 
  4. The Series may lend portfolio securities to creditworthy institutions;
the principal risk to the Series is the risk that the borrower fails to return
the borrowed security. The Series will require collateral before lending secu-
rities. See "Loans of Portfolio Securities" under "Other Investment Practices
and Risk Factors."
 
  5. The Series may invest in repurchase agreements (which involves risk of
loss if a seller defaults on its obligations under the agreement) and reverse
repurchase agreements (which involves risk of loss if a purchaser defaults on
its obligation to return securities to the Series). See "Repurchase Agree-
ments" and "Reverse Repurchase Agreements" under "Other Investment Practices
and Risk Factors."
 
  6. The Series may invest in swaps for hedging and other permissible purpos-
es, which could subject the Series to increased risks. See "Swaps" under
"Other Investment Practices and Risk Factors."
 
  7. The Series may invest in lower quality, higher yielding securities (com-
monly referred to as "junk bonds"). See "Fixed Income Securities" under "In-
vestment Objectives and Policies," "High Yield/High Risk Securities" under
"Other Investment Practices and Risk Factors" and Appendix A in the Trust's
Statement of Additional Information.
 
  Please see the Statement of Additional Information for further information
concerning investment policies and restrictions.
 
                                       2

 
TABLE OF FEES
AND EXPENSES
 
SHAREHOLDER TRANSACTION EXPENSES:
 
                                                                      
 Maximum Sales Charge Imposed on Purchases (as a percentage of offering
  price)................................................................  0.00%
 Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage
  of offering price)....................................................  0.00%
 Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable)...................................  0.00%
 Redemption Fee (as a percentage of amount redeemed, if applicable).....  0.00%
 Fee for Wire Transfer of Redemption Proceeds........................... $0.00


 
ANNUAL FUND OPERATING EXPENSES
 (as a percentage of average net assets)
 
                                                                     
 Management Fees....................................................... 0.80%/1/
 12b-1 Expenses........................................................ 0.00%
 Other Expenses........................................................ 0.29%
                                                                        ----
   Administration Fees........................................ 0.06%/2/
   Other Expenses............................................... 0.23%
 Total Fund Operating Expenses......................................... 1.09%/1/
                                                                        ====


 


                                                           1     3     5    10
EXAMPLE                                                   YEAR YEARS YEARS YEARS
- -------                                                   ---- ----- ----- -----
                                                               
You would pay the following expenses on a $1,000 invest-
 ment, assuming: (1) a 5% annual return; and (2) redemp-
 tion at the end of each time period:...................  $11   $34   $60  $132

 
  The purpose of these tables is to assist the investor in understanding the
various direct and indirect costs and expenses that an investor in the Fund
will bear. While the example assumes a 5% annual return, the Fund's actual
performance will vary and may result in an actual return greater or less than
5%. The example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.
- -----------
/1The/Advisor has agreed irrevocably to waive its fees and reimburse expenses
  so that the Fund's total operating expenses will never exceed 1.10% of the
  Series' average daily net assets.
/2The/fee payable to the Series' administrator is subject to an annual minimum
  fee of $75,000.
 
                                       3

 
FINANCIAL HIGHLIGHTS
INVESTMENT OBJECTIVES AND POLICIES
  The following financial highlights were derived from the Series' financial
statements for the fiscal years ended June 30, 1995 and June 30, 1994, and the
period ended June 30, 1993, respectively, which were audited by independent
auditors, whose unqualified report thereon may be found in the Trust's State-
ment of Additional Information. The Trust's Statement of Additional Informa-
tion may be obtained by shareholders without charge and is incorporated by
reference into this Prospectus. The Table below sets forth financial data for
a share of beneficial interest outstanding throughout the periods presented.
 


                                                                    FOR THE
                                            FOR THE      FOR THE     PERIOD
                                              YEAR         YEAR    AUGUST 31,
                                             ENDED        ENDED    1992/1/ TO
                                            JUNE 30,     JUNE 30,   JUNE 30,
                                              1995         1994       1993
                                            --------     --------  ----------
                                                          
 Net asset value, beginning of period....   $  10.43     $  10.87   $  10.00
                                            --------     --------   --------
 Income from investment operations:
 Net investment income...................       0.43         0.33       0.26
 Net realized and unrealized gain (loss)
  on investments and foreign currency....       0.86        (0.23)      0.81
                                            --------     --------   --------
  Total income from investment opera-
   tions.................................       1.29         0.10       1.07
                                            --------     --------   --------
 Less distributions:
 Distributions from net
  investment income......................      (0.27)       (0.27)     (0.20)
 Distributions from net realized gain....      (0.09)       (0.12)       --
 Distributions in excess of net realized
  gain...................................      (0.01)       (0.15)       --
                                            --------     --------   --------
  Total distributions....................      (0.37)       (0.54)     (0.20)
                                            --------     --------   --------
 Net asset value, end of period..........   $  11.35     $  10.43   $  10.87
                                            ========     ========   ========
 Total Return............................      12.57%        0.77%     10.76%
 Ratios/Supplemental Data
 Net assets, end of period
  (in 000s)..............................   $365,678     $278,859   $191,389
 Ratio of expenses to average net assets:
  Before expense reimbursement...........       1.09%/2/     1.14%      1.35%/2/
  After expense reimbursement............        N/A         1.10%      1.05%/2/
 Ratio of net investment income to aver-
  age net assets:
  Before expense reimbursement...........       4.27%/2/     3.21%      3.26%/2/
  After expense reimbursement............        N/A         3.25%      3.56%/2/
 Portfolio Turnover Rate.................        238%         231%       149%

- -----------
/1/Commencement of operations.
/2/Annualized.
N/A=Not Applicable.
 
  The Series' investment objective is to maximize total U.S. dollar return,
consisting of capital appreciation and current income. The Series is a diver-
sified portfolio that seeks to achieve its objective by pursuing active asset
allocation strategies across global equity and fixed income markets and active
security selection within each market. These decisions are undertaken relative
to the Global Securities Markets Index (the "Benchmark"), which is compiled by
Brinson Partners. The Series seeks to achieve its investment objective by
utilizing a wide range of equity, debt and money market securities in domestic
and foreign markets. The Series may engage in futures, options and currency
transactions for hedging as more fully described below.
 
INVESTMENT PROCESS
 
  The Advisor's investment perspective for the Series is to determine funda-
mental value based on sustainable future cash flows associated with given as-
set classes and securities. Defining future cash flows associated with a
particular security or asset class allows the Advisor to determine fundamental
values (i.e., whether an investment is fairly priced). The successful identi-
fication of mispricing opportunities should result in enhanced total return
performance. Brinson Partners will focus on comparing current market prices to
fundamental values, rather than on either forecasts of future price changes or
extrapolations of historical price relationships.
 
  The Benchmark consists of five distinct asset classes representing the pri-
mary wealth-holding public securities markets. These asset classes are U.S.
equities, non-U.S. equities, U.S. bonds, non-U.S. bonds and cash equivalents.
Each asset class is represented in the Benchmark by an index compiled by an
independent data provider. The index relating to U.S. equity is the Wilshire
5000 Index; the index relating to non-U.S. equities is the Morgan Stanley Cap-
ital International ("MSCI") Non-U.S. Equity (Free) Index; the index relating
to U.S. bonds is a composite of the Salomon Brothers Broad Investment Grade
Bond Index and the
 
                                       4

 
Merrill Lynch Euro-Bond indices; the index for the non-U.S. bond portion of
the Benchmark is the Salomon Non-U.S. Government Bond Index; and the index
relevant to the cash equivalent portion of the Benchmark is the 30-day U.S.
Treasury Bill rate (calculated from the average of bid and ask). In order to
compile the Benchmark, the Advisor determines current relative market capital-
izations in the world markets (U.S. equities, non-U.S. equities, U.S. bonds,
non-U.S. bonds and cash) and then weights each relevant index. Based on this
weighing, the Advisor determines the return of the relative indices, applies
the index weighing and then determines the return of the Benchmark. From time
to time, the Advisor may substitute an equivalent index within a given asset
class when it believes that such index more accurately reflects the relevant
global market.
 
  As a general matter, the Advisor will purchase for the Series only securi-
ties contained in the underlying indices relevant to the Benchmark. Brinson
Partners will attempt to enhance the long-term return and risk performance of
the Series relative to the Benchmark by deviating from the normal Benchmark
mix of asset classes and currencies in reaction to discrepancies between cur-
rent market prices and fundamental values. Active asset allocation strategy
for the Series will be defined relative to the Benchmark weights, which repre-
sent the Series' normal mix. Decisions to deviate from the normal mix are a
blend of rigorous quantitative analysis, an understanding of the fundamental
relationships among global markets and the expertise of investment profession-
als. In the absence of views as to the relative attractiveness across asset
classes, the actual Series weights will be equal to the Benchmark weights. The
active management process is intended to produce a superior performance rela-
tive to the Benchmark index.
 
  The Series does not intend to concentrate its investments in a particular
industry. The Series does not intend to issue senior securities as defined in
the Investment Company Act of 1940, as amended (the "Act"), except that the
Series may engage in borrowing activities as defined below. The Series' in-
vestment objective and its policies concerning portfolio lending, borrowing,
the issuance of senior securities and concentration, are "fundamental," which
means that they may not be changed without the affirmative vote of the holders
of a majority of the Series' outstanding voting securities (as defined in the
Act). No assurance can be given that the Series' investment objective will be
achieved.
 
ASSET ALLOCATION MARKET MANAGEMENT
 
  The Trust and the Advisor believe that, over the long term, investing across
global equity and fixed income markets based upon discrepancies between market
prices and fundamental values may achieve enhanced return, and risk character-
istics relative to the Benchmark.
 
  Fundamental value is considered to be the current value of long-term, sus-
tainable future cash flows derived from a given asset class or security. In
determining fundamental value, the Advisor takes into consideration broadly
based indices representing asset classes or markets and various economic vari-
ables such as productivity, inflation and global competitiveness. The valua-
tion of asset classes reflects an integrated, fundamental analysis of global
markets. Investment decisions are based on comparisons of current market
prices to fundamental values.
 
  Although it may invest anywhere in the world, it is expected that the Se-
ries' assets will be primarily invested in equity markets listed in the Morgan
Stanley Capital International ("MSCI") World Equity (free) Index which, in ad-
dition to the United States, currently includes Japan, the United Kingdom,
Germany, France, Canada, the Netherlands, Australia, Switzerland and Denmark.
Also, the Series will primarily invest in fixed income markets listed in the
Salomon World Government Bond Index which, in addition to the United States,
currently includes Japan, the United Kingdom, Germany, France, Canada, the
Netherlands, Australia, Belgium, Italy, Spain, Sweden and Denmark. The Series
may invest up to 5% of its net assets in equity and debt securities of issuers
in emerging markets.
 
                                       5

 
 
  The Series may invest in the more broadly defined asset classes identified
by the Benchmark. The "Normal Asset Allocation Mix," set forth below, repre-
sents the asset allocation that the Series would expect to maintain when
global capital markets are fairly priced relative to each other and relative
to the associated risks.
 
GLOBAL SECURITIES MARKETS INDEX
NORMAL ASSET ALLOCATION MIX
 
   

                                                               NORMAL    ASSET
                                                               ASSET     CLASS
                                                             ALLOCATION STRATEGY
ASSET CLASS                                                     MIX      RANGES
- -----------                                                  ---------- --------
                                                                  
Global Equities.............................................  65%
 U.S........................................................        40%  10-80%
 Non-U.S....................................................        22%   5-40%
 Emerging Markets...........................................         3%    0-8%
Global Bonds................................................  35%
 U.S........................................................        21%   5-70%
 High Yield.................................................         3%   0-10%
 Non-U.S....................................................         9%   2-25%
 Emerging Markets...........................................         2%    0-8%
Cash and Cash Equivalents...................................   0%         0-45%
                                                             ----
                                                             100%
    
 
  The "Asset Class Strategy Ranges" indicated above are the ranges within
which the Series expects to make its active asset allocations to specific as-
set classes. Under all but unusual market conditions, the Series expects to
adhere to the strategy ranges set forth above. However, the Series' strategy
ranges may be exceeded by the Series under unusual market conditions.
 
EQUITY SECURITIES
 
  The Series may invest in a broad range of equity securities of U.S. and non-
U.S. issuers, including common stocks of companies or closed-end investment
companies, preferred stocks, debt securities convertible into or exchangeable
for common stock, securities such as warrants or rights that are convertible
into common stock and sponsored or unsponsored American and European deposi-
tory receipts for those securities. The issuers of unsponsored American and
European depository receipts are not obligated to disclose material informa-
tion in the United States. The Series also may invest in equity securities of
issuers in emerging markets, or securities with respect to which the return is
derived from the equity securities of issuers in emerging markets. The Series
expects its U.S. equity investments to emphasize both large and intermediate
capitalization companies. The equity markets in the non-U.S. component of the
Series will typically include available shares of larger capitalization compa-
nies. Capitalization levels are measured relative to specific markets, thus
large and intermediate capitalization ranges vary country-by-country.
 
CASH AND CASH EQUIVALENTS
 
  The Series may invest a portion of its assets in short-term debt securities
(including repurchase agreements) of corporations, governments or agencies and
banks and finance companies which may be denominated in U.S. or non-U.S. cur-
rencies. When unusual market conditions warrant, the Series may make substan-
tial temporary defensive investments in cash equivalents up to a maximum
exposure that usually will not exceed 45%. When the Series invests for defen-
sive purposes, it may affect the attainment of the Series' investment objec-
tive. Cash equivalent holdings may be denominated in any currency (although
such holdings may not constitute "cash or cash equivalents" for tax diversifi-
cation purposes).
 
FIXED INCOME SECURITIES
 
  The Series may invest in all debt securities of U.S. and non-U.S. issuers,
including governments and governmental entities, supranational issuers as well
as corporations and other business organizations. The Series may purchase U.S.
dollar-denominated securities that reflect a broad range of investment maturi-
ties, qualities and sectors, as the U.S. fixed income component will invest
predominantly in securities included in the Salomon Brothers Broad Investment
Grade Index. The Series' U.S. dollar investment may include lower quality,
higher yielding securities (commonly referred to as "junk bonds") which are
rated below investment grade. Investment grade securities are securities rated
BBB- or better by Standard &
 
                                       6

 
Poor's Corporation ("S&P") or Baa3 or better by Moody's Investors Service,
Inc. ("Moody's") or, if unrated, are determined to be of comparable quality by
Brinson Partners. While securities rated BBB- or Baa3 are regarded as having
an adequate capacity to pay principal and interest, such bonds
lack outstanding investment characteristics and, in fact, have speculative
characteristics as well. In addition, changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than is the case with higher rated bonds. Securities
rated lower than BBB- by S&P and Baa3 by Moody's are classified as non-invest-
ment grade securities. Such securities carry a higher degree of risk and are
considered to be speculative by the major credit rating agencies. The Series
will not invest in any security that has lower than a B rating by S&P or
Moody's. The Series currently intends to limit its investment in non-invest-
ment grade debt securities of U.S. dollar-denominated fixed income assets to
no more than 10% of its net assets. To the extent that a security held by the
Series is downgraded to below investment grade, the Series will dispose of
that or another non-investment grade security so that no more than 10% of its
assets will be invested in below investment grade securities. Other fixed in-
come securities in which the Series may invest include zero coupon bonds,
mortgage-backed securities, asset-backed securities and when-issued securi-
ties.
 
  The non-U.S. fixed income component of the Series will typically be invested
in government and supranational issues and will be invested predominantly in
securities included in the Salomon Non-U.S. Government Bond Index. A suprana-
tional entity is an entity established or financially supported by the na-
tional governments of one or more countries to promote reconstruction or
development. Examples of supranational entities include, among others, the
World Bank, the European Economic Community, the European Coal and Steel Com-
munity, the European Investment Bank, the Intra-Development Bank, the Export-
Import Bank and the Asian Development Bank. With respect to non-U.S. fixed
income securities, the Series will not invest in any such security that has
lower than a B rating by S&P or Moody's or, if unrated, has been determined by
the Advisor to be of comparable quality. The Series currently intends to limit
its investment in non-investment grade debt securities of the non-U.S. fixed
income assets to no more than 10% of its net assets. To the extent that a se-
curity held by the Series is downgraded to below investment grade, the Series
will dispose of that or another non-investment grade security so that no more
than 10% of its assets will be invested in below investment grade securities.
 
  The Series may also invest in fixed income securities of emerging market is-
suers, including government and governmental-related entities (including par-
ticipation in loans between governments and financial institutions), and of
entities organized to restructure outstanding debt of such issuers. The Series
may also invest in debt securities of developing countries' corporate issuers.
 
ZERO COUPON SECURITIES
 
  Zero coupon securities are debt obligations which do not entitle the holder
to any periodic payments of interest prior to maturity or a specified date
when the securities begin paying current interest (the "cash payment date")
and therefore are issued and traded at a discount from their face amounts or
par value. Such bonds carry an additional risk in that, unlike bonds which pay
interest throughout the period to maturity, the Series will realize no cash
until the cash payment date and, if the issuer defaults, the Series may obtain
no return at all on its investment. For federal tax purposes, the Series will
be required to include in income daily portions of original issue discount ac-
crued and to distribute the same to shareholders annually, even if no payment
is received before the distribution date.
 
MORTGAGE-BACKED SECURITIES
 
  The Series may invest in mortgage-backed securities, representing interests
in pools of mortgage loans. These securities provide shareholders
 
                                       7

 
with payments consisting of both interest and principal as the mortgages in
the underlying mortgage pools are paid off. The Series may invest in mortgage-
backed securities issued or guaranteed by an agency or instrumentality of the
U.S. Government and also in privately-issued mortgage-backed securities issued
by certain private, non-government corporations, such as financial institu-
tions.
 
  The Series may also invest in Collateralized Mortgage Obligations ("CMOs")
and Real Estate Mortgage Investment Conduits ("REMICs"). CMOs are debt securi-
ties issued by U.S. Government agencies or by financial institutions and other
mortgage lenders and collateralized by a pool of mortgages held under an in-
denture. CMOs are issued in a number of classes or series with different matu-
rities. The classes or series are retired in sequence as the underlying
mortgages are repaid. Prepayment may shorten the stated maturity of the obli-
gation and can result in a loss of premium, if any has been paid. Certain of
these securities may have variable or floating interest rates and others may
be stripped (securities which provide only the principal or interest feature
of the underlying security).
 
  REMICs are private entities formed for the purpose of holding a fixed pool
of mortgages secured by an interest in real property. REMICs are similar to
CMOs in that they issue multiple classes of securities.
 
  CMOs and REMICs issued by private entities are not government securities and
are not directly guaranteed by any government agency. They are secured by the
underlying collateral of the private issuer. Yields on privately-issued CMOs,
as described above, have been historically higher than yields on CMOs issued
or guaranteed by U.S. Government agencies. However, the risk of loss due to
default on such instruments is higher since they are not guaranteed by the
U.S. Government. Such instruments also tend to be more sensitive to interest
rates than Government-issued CMOs. The Series will not invest in subordinated
privately-issued CMOs. For federal income tax purposes, the Series will be re-
quired to accrue income on CMOs and REMIC regular interests using the "catch-
up" method, with an aggregate pre-payment assumption.
 
ASSET-BACKED SECURITIES
 
  Asset-backed securities are securities that represent a participation in, or
are secured by and payable from, a stream of payments generated by particular
assets, most often a pool or pools of similar assets (e.g., receivables on
home equity and credit loans and receivables regarding automobile, credit
card, mobile home and recreational vehicle loans, wholesale dealer floor plans
and leases).
 
  Such receivables are securitized in either a pass-through or a pay-through
structure. Pass-through securities provide investors with an income stream
consisting of both principal and interest payments with respect to the receiv-
ables in the underlying pool. Pay-through asset-backed securities are debt ob-
ligations issued usually by a special purpose entity, which are collateralized
by the various receivables and in which the payments on the underlying receiv-
ables provide that the funds pay the debt service on the debt obligations is-
sued. The Series may invest in these and other types of asset-backed
securities that may be developed in the future.
 
  The credit quality of these securities depends primarily upon the quality of
the underlying assets and the level of credit support and/or enhancement pro-
vided. Such asset-backed securities are subject to the same prepayment risks
as mortgage-backed securities. For federal income tax purposes, the Series
will be required to accrue income on pay-through asset-backed securities using
the "catch-up" method, with an aggregate pre-payment assumption.
 
WHEN-ISSUED SECURITIES
 
  The Series may purchase securities on a "when-issued" basis for payment and
delivery at a
 
                                       8

 
later date. The price is generally fixed on the date of commitment to pur-
chase. During the period between purchase and settlement, no interest accrues
to the Series. At the time of settlement, the market value of the security may
be more or less than the purchase price.
 
CONVERTIBLE SECURITIES
 
  The Series may invest in convertible securities which generally offer lower
interest or dividend yields than non-convertible debt securities of similar
quality. The value of convertible securities may reflect changes in the value
of the underlying common stock. Convertible securities entail less credit risk
than the issuer's common stock because they rank senior to common stock.
 
CURRENCY MANAGEMENT
 
  To manage exposure to currency fluctuations, the Series may alter fixed in-
come or money market exposures (in its normal asset allocation mix as previ-
ously identified), enter into forward currency exchange contracts, buy or sell
options, futures or options on futures relating to foreign currencies and may
purchase securities indexed to currency baskets. The Series will also use
these currency exchange techniques in the normal course of business to hedge
against adverse changes in exchange rates in connection with purchases and
sales of securities. Some of these strategies may require the Series to set
aside liquid assets in a segregated custodial account to cover its obliga-
tions. These techniques are further described below.
 
FORWARD FOREIGN CURRENCY TRANSACTIONS
 
  The Series may conduct its foreign currency exchange transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency ex-
change market or through entering into contracts to purchase or sell foreign
currencies at a future date (i.e., a "forward foreign currency" contract or
"forward" contract). A forward contract involves an obligation to purchase or
sell a specific currency amount at a future date, which may be any fixed num-
ber of days from the date of the contract, agreed upon by the parties, at a
price set at the time of the contract. The Series will convert currency on a
spot basis from time to time and investors should be aware that changes in
currency exchange rates and exchange controls may affect the costs of currency
conversion.
 
  When the Advisor believes that the currency of a particular country may suf-
fer a significant decline against the U.S. dollar or against another currency,
the Series may enter into a currency contract to sell, for a fixed amount of
U.S. dollars or other appropriate currency, the amount of foreign currency ap-
proximating the value of some or all of the Series' securities denominated in
such foreign currency.
 
  At the maturity of a forward contract, the Series may either sell a portfo-
lio security and make delivery of the foreign currency, or it may retain the
security and terminate its contractual obligation to deliver the foreign cur-
rency by purchasing an "offsetting" contract with the same currency trader ob-
ligating it to purchase, on the same maturity date, the same amount of the
foreign currency. The Series may realize a gain or loss from currency transac-
tions. See "Options and Futures" under "Other Investment Practices and Risk
Factors."
 
OPTIONS ON CURRENCIES
 
  The Series may also purchase and write put and call options on foreign cur-
rencies (traded on U.S. and foreign exchanges or over-the-counter markets) to
manage the portfolio's exposure to changes in currency exchange rates. Call
options on foreign currency written by the Series will be "covered," which
means that the Series will own an equal amount of, or an offsetting position
in, the underlying foreign currency. With respect to put options on foreign
currency written by the Series, the Series will establish a segregated account
with its custodian bank consisting of cash, U.S. Government securities or
other high grade liquid debt securities in an amount equal to the amount the
Series would be required to deliver upon exercise of the put. See "Options and
Futures" under "Other Investment Practices and Risk Factors."
 
                                       9

 
 
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
 
  The Series may enter into contracts for the future purchase or sale of secu-
rities, indices or foreign currencies. A purchase of a futures contract means
the acquisition of a contractual right to obtain delivery to the Series of the
securities or foreign currency called for by the contract at a specified price
during a specified future month. When a futures contract is sold, the Series
incurs a contractual obligation to deliver the securities or foreign currency
underlying the contract at a specified price on a specified date during a
specified future month. The Series may enter into futures contracts and engage
in options transactions related thereto to the extent that not more than 5% of
the Series' assets are required as futures contract margin deposits and premi-
ums on options and may engage in such transactions to the extent that obliga-
tions relating to such futures and related options on futures transactions
represent not more than 25% of the Series' assets.
 
  The Series may also purchase and write options to buy or sell futures con-
tracts. Options on futures are similar to options on securities except that
options on futures give the purchaser the right, in return for the premium
paid, to assume a position in a futures contract, rather than actually to pur-
chase or sell the futures contract, at a specified exercise price at any time
during the period of the option. When the Series enters into a futures trans-
action, it must deliver to the futures commission merchant selected by the Se-
ries an amount referred to as "initial margin."
 
  This amount is maintained by the futures commission merchant in a segregated
account at the custodian bank. Thereafter, a "variation margin" may be paid by
the Series to, or drawn by the Series from, such account in accordance with
controls set for such accounts, depending upon changes in the price of the un-
derlying securities subject to the futures contract.
 
  The Series will enter into such futures and options on futures transactions
on domestic exchanges and, to the extent such transactions have been approved
by the Commodity Futures Trading Commission for sale to customers in the U.S.,
on foreign exchanges. See "Options and Futures" under "Other Investment Prac-
tices and Risk Factors."
 
OPTIONS
 
  The Series may purchase and write put and call options on foreign or U.S.
securities and indices and enter into related closing transactions.
 
  A call option enables the purchaser, in return for the premium paid, to pur-
chase securities from the writer of the option at an agreed price up to an
agreed date. The advantage is that the purchaser may hedge against an increase
in the price of securities it ultimately wishes to buy or may take advantage
of a rise in a particular index. The Series will only purchase call options to
the extent premiums paid on all outstanding call options do not exceed 20% of
the Series' total assets. The Series will only write call options on a covered
basis (e.g., on securities it holds in its portfolio). The Series will receive
premium income from writing call options, which may offset the cost of pur-
chasing put options and may also contribute to the Series' total return. The
Series may lose potential market appreciation, however, if the Advisor's judg-
ment is incorrect with respect to interest rates, security prices or the move-
ment of indices.
 
  A put option enables the purchaser of the option, in return for the premium
paid, to sell the security underlying the option to the writer at the exercise
price during the option period and the writer of the option has the obligation
to purchase the security from the purchaser of the option. The Series will
only purchase put options to the extent that the premiums on all outstanding
put options do not exceed 20% of the Series' total assets. With regard to pur-
chasing put options, the Series will limit the aggregate value of the obliga-
tions underlying such put options to 50% of its total net assets. The
advantage is that the purchaser can be protected should the market value of
the security decline or should a particular index decline. The Series will, at
all times during which it holds a put
 
                                      10

 
option, own the security underlying such option. The Series will receive pre-
mium income from writing put options, although it may be required, when the
put is exercised, to purchase securities at higher prices than the current
market price.
 
  An option on a securities index gives the purchaser of the option, in return
for the premium paid, the right to receive from the seller cash equal to the
difference between the closing price of the index and the exercise price of
the option.
 
  Closing transactions essentially let the Series offset put options or call
options prior to exercise or expiration. If the Series cannot effect closing
transactions, it may have to hold a security it would otherwise sell or de-
liver a security it might want to hold.
 
  The Series may use options traded on U.S. exchanges and, to the extent per-
mitted by law, options traded over-the-counter and on recognized foreign ex-
changes. It is the position of the Securities and Exchange Commission that
over-the-counter options are illiquid. Accordingly, the Series will invest in
such options only to the extent consistent with its 15% limit on investment in
illiquid securities. See "Options and Futures" under "Other Investment Prac-
tices and Risk Factors" below.
 
OTHER INVESTMENT PRACTICES AND RISK FACTORS
 
  Shareholders should understand that all investments involve risk and there
can be no guarantee against loss resulting from an investment in the Series,
nor can there be any assurance that the Series' investment objective will be
attained.
 
OPTIONS AND FUTURES
 
  The Series' investments in options, futures contracts or options on futures
contracts will depend on Brinson Partners' judgment as to the potential risks
and rewards of different types of strategies. Options and futures can be vola-
tile investments and may not perform as expected. If a hedge is applied at an
inappropriate time or price trends are judged incorrectly, options and futures
strategies may lower the Series' return. Options and futures traded on foreign
exchanges generally are not regulated by U.S. authorities and may offer less
liquidity and less protection to the Series in the event of default by the
other party to the contract. The Series could also experience losses if the
prices of its options and futures positions are poorly correlated with its
other investments, or if it cannot close out its positions because of an il-
liquid secondary market. Gains and losses on investments in options and
futures depends on the Advisor's ability to predict correctly the direction of
security prices, interest rates and other economic factors. Where a liquid
secondary market does not exist, the Series will likely be unable to control
losses by closing its position. The loss from investing in futures transac-
tions is potentially unlimited.
 
REPURCHASE AGREEMENTS
 
  The Series may enter into repurchase agreements with banks or broker-deal-
ers. Repurchase agreements are considered under the Act to be collateralized
loans by the Series to the seller secured by the securities transferred to the
Series. Repurchase agreements under the Act will be fully collateralized by
securities which the Series may invest in directly. Such collateral will be
marked-to-market daily. If the seller of the underlying security under the re-
purchase agreement should default on its obligation to repurchase the under-
lying security, the Series may experience delay or difficulty in recovering
its cash. To the extent that, in the meantime, the value of the security pur-
chased had decreased, the Series could experience a loss. No more than 15% of
the Series' net assets will be invested in illiquid securities, including re-
purchase agreements which have a maturity of longer than seven days. The Se-
ries must treat each repurchase agreement as a security for tax
diversification purposes and not as cash, a cash equivalent or receivable.
 
                                      11

 
 
REVERSE REPURCHASE AGREEMENTS
 
  The Series may enter into reverse repurchase agreements with banks and bro-
ker-dealers. Reverse repurchase agreements involve sales by the Series of
portfolio assets concurrently with an agreement by the Series to repurchase
the same assets at a later date at a fixed price. During the reverse repur-
chase agreement period, the Series continues to receive principal and interest
payments on these securities.
 
  The Series will establish a segregated account with its custodian bank in
which it will maintain cash, U.S. Government securities or other liquid high
grade debt obligations equal in value to its obligations with respect to re-
verse repurchase agreements. Reverse repurchase agreements involve the risk
that the market value of the securities retained by the Series may decline be-
low the price of the securities the Series has sold but is obligated to repur-
chase under the agreement. In the event the buyer of securities under a
reverse repurchase agreement files for bankruptcy or becomes insolvent, the
Series' use of the proceeds of the agreement may be restricted pending a de-
termination by the other party, or its trustee or receiver, whether to enforce
the Series' obligation to repurchase the securities. Reverse repurchase agree-
ments are considered borrowings by the Series and as such, are subject to the
investment limitations discussed below in the section entitled "Borrowing."
 
BORROWING
 
  The Series may borrow money as a temporary measure for extraordinary pur-
poses or to facilitate redemptions. The Series will not borrow money in excess
of 33 1/3% of the value of its total assets. The Series has no intention of
increasing its net income through borrowing. Any borrowing will be done from a
bank with the required asset coverage of at least 300%. In the event that such
asset coverage shall at any time fall below 300%, the Series shall, within
three days thereafter (not including Sunday or holidays) or such longer period
as the Securities and Exchange Commission may prescribe by rules and regula-
tions, reduce the amount of its borrowings to such an extent that the asset
coverage of such borrowings shall be at least 300%. The Series will not pledge
more than 10% of its net assets, or issue senior securities as defined in the
Act, except for notes to banks and reverse repurchase agreements. Investment
securities will not be purchased while the Series has an outstanding borrowing
that exceeds 5% of the Series' net assets.
 
LOANS OF PORTFOLIO SECURITIES
   
  The Series may loan up to 33 1/3% of its assets to qualified broker-dealers
or institutional investors for their use relating to short sales or other se-
curity transactions. The major risk to which the Series would be exposed on a
loan transaction is the risk that the borrower would become bankrupt at a time
when the value of the security goes up. Therefore, the Series will only enter
into loan arrangements after a review of all pertinent facts by Brinson Part-
ners, subject to overall supervision by the Board of Trustees, including the
creditworthiness of the borrowing broker-dealer or institution and then only
if the consideration to be received from such loans would justify the risk.
Creditworthiness will be monitored on an ongoing basis by Brinson Partners.
    
SWAPS
 
  The Series may engage in swaps, including but not limited to interest rate,
currency and index swaps and the purchase or sale of related caps, floors and
collars and other derivative instruments. The Series expects to enter into
these transactions primarily to preserve a return or spread on a particular
investment or portion of the portfolio's duration, to protect against any in-
crease in the price of securities the Series anticipates purchasing at a later
date, or to gain exposure to certain markets in the most economical way possi-
ble.
 
  The use of swaps involves investment techniques and risks different from
those associated
 
                                      12

 
with ordinary portfolio security transactions. If Brinson Partners is incor-
rect in its forecasts of market values, interest rates and other applicable
factors, the investment performance of the Series will be less favorable than
it would have been if this investment technique was never used. Swaps do not
involve the delivery of securities or other underlying assets or principal.
Thus, if the other party to a swap defaults, the Series' risk of loss consists
of the net amount of interest payments that the Series is contractually enti-
tled to receive. Under Internal Revenue Service rules, any lump sum payment
received or due under the notional principal contract must be amortized over
the life of the contract.
 
RULE 144A SECURITIES
 
  While maintaining oversight, the Board of Trustees has delegated to the Ad-
visor the day-to-day functions of determining whether or not individual secu-
rities purchased under Rule 144A of the Securities Act of 1933, as amended,
are liquid for purposes of the Series' 15% limitation on investments in illiq-
uid assets. Generally, an illiquid security is any security that cannot be
disposed of within seven days in the ordinary course of business at approxi-
mately the amount at which the Series has valued the security. Examples of il-
liquid securities are over-the-counter options and certain swaps. The Board of
Trustees of the Trust has instructed Brinson Partners to consider the follow-
ing factors in determining the liquidity of a security purchased under Rule
144A: (i) the frequency of trades and trading volume for the security; (ii)
whether at least three dealers are willing to purchase or sell the security
and the number of potential purchasers; (iii) whether at least two dealers are
making a market in the security; and (iv) the nature of the security and the
nature of the marketplace trades (e.g., the time needed to dispose of the se-
curity, the method of soliciting offers and the mechanics of transfer). Al-
though having delegated the day-to-day functions, the Board of Trustees will
continue to monitor and will periodically review the Advisor's selection of
Rule 144A securities, as well as the Advisor's determinations as to their li-
quidity. Investing in Rule 144A securities could have the effect of increasing
the level of Series illiquidity to the extent that qualified institutional
buyers become, for a time, uninterested in purchasing these securities.
 
  If Brinson Partners determines that a security purchased in reliance on Rule
144A which was previously determined to be liquid, is no longer liquid and, as
a result, the Series' holdings of illiquid securities exceed the Series' 15%
limit on investment in such securities, Brinson Partners will determine what
action shall be taken to ensure that the Series continues to adhere to such
limitation including disposing of illiquid assets which may include such Rule
144A securities.
 
FOREIGN SECURITIES AND CURRENCY CONSIDERATIONS
 
  Investments in securities of foreign issuers may involve greater risks than
those of U.S. issuers. There is generally less information available to the
public about non-U.S. companies and less government regulation and supervision
of non-U.S. stock exchanges, brokers and listed companies. Non-U.S. companies
are not subject to uniform global accounting, auditing and financial reporting
standards, practices and requirements. Securities of some non-U.S. companies
are less liquid and their prices more volatile than securities of comparable
U.S. companies. Securities trading practices abroad may offer less protection
to investors. Settlement of transactions in some non-U.S. markets may be de-
layed or may be less frequent than in the United States, which could affect
the liquidity of the Series' portfolio. Additionally, in some non-U.S. coun-
tries, there is the possibility of expropriation or confiscatory taxation,
limitations on the removal of securities, property or other assets of the Se-
ries, political or social instability, or diplomatic developments which could
affect U.S. investments in those countries. Investments will be primarily made
in the equity securities of companies domiciled in developed countries, al-
though the Series may invest up to 5% of its net assets in equity and debt se-
curities
 
                                      13

 
of emerging market issuers. The Series intends to diversify broadly among
countries but reserves the right to invest a substantial portion of its assets
in one or more countries if economic and business conditions warrant such in-
vestments. Brinson Partners will take these factors into consideration in man-
aging the Series' investments. Because the Series will keep its books and
records in U.S. dollars, it will be required for federal income tax purposes,
to account for income and losses on all transactions involving foreign cur-
rency under Section 988 of the Internal Revenue Code of 1986, as amended, and
the applicable treasury regulations so that generally any component of a gain
or loss attributable to the currency fluctuations results in ordinary income
or loss and not capital gain or loss.
 
  Compared to the United States and other developed countries, emerging coun-
tries may have relatively unstable governments, economies based on only a few
industries, and securities markets that trade only a small number of securi-
ties and employ settlement procedures different from those used in the United
States. Prices on these exchanges tend to be volatile and, in the past, secu-
rities in these countries have offered greater potential for gain (as well as
loss) than securities of companies located in developed countries. Further,
investments by foreign investors are subject to a variety of restrictions in
many emerging countries.
 
  Countries such as those in which the Series may invest have historically ex-
perienced and may continue to experience, high rates of inflation, high inter-
est rates, exchange rate fluctuations or currency depreciation, large amounts
of external debt, balance of payments and trade difficulties and extreme pov-
erty and unemployment. Additional factors which may influence the ability or
willingness to service debt include, but are not limited to, a country's cash
flow situation, the availability of sufficient foreign exchange on the date a
payment is due, the relative size of its debt service burden to the economy as
a whole, its government's policy towards the International Monetary Fund, the
World Bank and other international agencies and the political constraints to
which a government debtor may be subject.
 
  The U.S. dollar market value of the Series' investments and of dividends and
interest earned by the Series, may be significantly affected by changes in
currency exchange rates. Some currency prices may be volatile, and there is
the possibility of governmental controls on currency exchange or governmental
intervention in currency markets, which could adversely affect the Series. Al-
though the Series may attempt to manage currency exchange rate risks, there is
no assurance that the Series will do so at an appropriate time or that it will
be able to predict exchange rates accurately. For example, if the Series in-
creases its exposure to a currency and that currency's price subsequently
falls, such currency management may result in increased losses to the Series.
Similarly, if the Series decreases its exposure to a currency, and the
currency's price rises, the Series will lose the opportunity to participate in
the currency's appreciation. The Series will manage currency exposures rela-
tive to the normal currency allocation and will consider return and risk of
currency exposures relative to the Benchmark.
 
HIGH YIELD/HIGH RISK SECURITIES
 
  Debt securities rated lower than BBB- by S&P or Baa3 by Moody's (commonly
referred to as "junk bonds") are considered to be of poor standing and predom-
inantly speculative. Investing in lower rated debt securities may involve cer-
tain risks not typically associated with higher rated securities. The economy
and interest rates affect these lower rated debt securities differently from
other securities. Prices have been found to be less sensitive to interest rate
changes than higher rated investments, but more sensitive to adverse economic
changes or individual corporate developments. Also, during an economic down-
turn or substantial period of rising interest rates, highly leveraged issuers
may experience financial stress which would adversely affect their ability to
service principal and interest payment obligations, to
 
                                      14

 
   
meet projected business goals and to obtain additional financing. Changes by
recognized rating agencies in their rating of any security and in the ability
of an issuer to make payments of interest and principal will also ordinarily
have a more dramatic effect on the values of these investments than on the
values of higher rated securities. Such changes in value will not affect cash
income derived from these securities, unless the issuers fail to pay interest
or dividends when due. Such changes will, however, affect the Series' net as-
set value per share.     
   
INVESTMENT COMPANY SECURITIES     
   
  Effective May 28, 1996, the Trust received an exemptive order from the
United States 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 antici-
pated 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 of the Series to specific asset clas-
ses. 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 com-
panies with relatively small overall market capitalizations ("Small Cap Secu-
rities"); 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 those asset classes identified
above than by investing directly in individual securities. Thus, to gain expo-
sure 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, re-
spectively, 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 simi-
lar risks.     
 
PORTFOLIO TURNOVER
 
  As a result of the Series' investment policies, its portfolio turnover rate
may exceed 100%. High portfolio turnover rates (over 100%) may involve corre-
spondingly greater brokerage commissions and other transaction costs, which
will be borne directly by the Series and ultimately by the Series' sharehold-
ers. In addition, high portfolio turnover may result in increased short-term
capital gains, which, when distributed to shareholders, are treated as ordi-
nary income.
 
MANAGEMENT OF THE TRUST
 
THE BOARD OF TRUSTEES
 
  Under Delaware law, the Board of Trustees has overall responsibility for
managing the business and affairs of the Trust and the Series. The Trustees,
in turn, elect the officers of the Trust, who are responsible for administer-
ing the day-to-day operations of the Series.
 
THE ADVISOR
 
  Brinson Partners, a Delaware corporation, is an investment management firm
managing, as of June 30, 1995, approximately $43 billion, primarily for pen-
sion and profit sharing institutional accounts. Brinson Partners was organized
in 1989
 
                                      15

 
when it acquired the institutional asset management business of The First Na-
tional Bank of Chicago and First Chicago Investment Advisors, N.A. Brinson
Partners and its predecessor entities have managed domestic and international
investment assets since 1974 and global investment assets since 1982. Brinson
Partners has offices in London and Tokyo in addition to its principal office
at 209 South LaSalle Street, Chicago, IL 60604-1295. Brinson Partners is an
indirect wholly-owned subsidiary of Swiss Bank Corporation ("Swiss Bank").
Brinson Partners also serves as the investment advisor to six other investment
companies, Brinson Relationship Funds, which includes six investment portfo-
lios (series), Enterprise Accumulation Trust, Enterprise International Growth
Portfolio, Fort Dearborn Income Securities, Inc., Short-Term World Income
Portfolio and Pace Large Company Value Equity Investments. Swiss Bank, with
headquarters in Basel, Switzerland, is an internationally diversified organi-
zation with operations in many aspects of the financial services industry.
 
  Pursuant to an investment advisory agreement with the Trust, on behalf of
the Series, Brinson Partners receives a monthly fee at the annual rate of
0.80% of the Series' average daily net assets for providing investment advi-
sory services and Brinson Partners is responsible for paying its own expenses.
Brinson Partners has agreed to waive that portion of its advisory fee equal to
the total expenses of the Series for any fiscal year which exceeds the permis-
sible limits applicable to the Series in any state in which its shares are
then qualified for sale. Pursuant to its advisory agreement, Brinson Partners
is authorized, at its own expense, to obtain statistical and other factual in-
formation and advice regarding economic factors and trends from its foreign
subsidiaries, but it does not generally receive advice or recommendations re-
garding the purchase or sale of securities from such subsidiaries.
 
PORTFOLIO MANAGEMENT
 
  Investment decisions for the Series are made by an investment management
team at Brinson Partners. No member of the investment management team is pri-
marily responsible for making recommendations for portfolio purchases.
 
THE UNDERWRITER
 
  Fund/Plan Broker Services, Inc. ("FPBS"), 2 W. Elm Street, Conshohocken, PA
19428-0874, was engaged pursuant to an agreement dated April 25, 1995, for the
limited purpose of acting as underwriter to facilitate the registration of
shares of the Series and of the other Series of the Trust under state securi-
ties laws and to assist in the sale of shares. The fee for such service is
borne by the Advisor.
 
THE ADMINISTRATOR
 
  The Trust, on behalf of the Series, has entered into an administrative serv-
ices agreement with Fund/Plan Services, Inc. ("Fund/Plan"), 2 W. Elm Street,
Conshohocken, PA 19428-0874, pursuant to which the administrator receives a
fee at the annual rate of 0.15% of the average daily net assets of the Trust
on the first $75 million; 0.10% on the next $75 million; 0.075% on the next
$350 million; and 0.05% on the next $500 million. The Series pays its pro rata
portion based upon its average daily net assets, but in no event shall the
Fund pay less than $75,000 per year for the initial multiple class portfolio
and $10,000 per year for each subsequent multiple class portfolio. Pursuant to
the Agreement with Fund/Plan, maximum administration fees are $400,000 for the
initial multiple class portfolio and $60,000 maximum for each subsequent mul-
tiple class portfolio.
 
  The services Fund/Plan provides to the Series include: coordinating and mon-
itoring of any third parties furnishing services to the Series; providing the
necessary office space, equipment and personnel to perform administrative and
clerical functions for the Series; preparing, filing and distributing proxy
materials, periodic reports to shareholders, registration statements and other
documents; and responding to shareholder inquiries.
 
EXPENSES
 
  The Series is responsible for all of its own expenses other than those borne
by Brinson Part-
 
                                      16

 
ners pursuant to the investment advisory agreement. The Fund's ratio of ex-
penses to average daily net assets was 1.09% for the fiscal year ended June
30, 1995. The Adviser has agreed irrevocably to waive its fees and reimburse
expenses so that the Fund's total operating expenses will never exceed 1.10%
of the Series' average daily net assets.
 
BROKERAGE ALLOCATION
 
  In determining the brokers through whom, and commission rates and other
transaction costs at which, securities transactions for the Series are to be
executed, except as discussed below, Brinson Partners seeks to negotiate a
combination of the most favorable commission and the best price obtainable on
each transaction. Consequently, Brinson Partners selects brokers primarily on
the basis of their execution capability and trading expertise. The Series nor-
mally trades non-U.S. securities in non-U.S. countries, since the best avail-
able market for non-U.S. securities is often on non-U.S. markets. In
transactions on non-U.S. stock exchanges, brokers' commissions are generally
fixed and are often higher than in the United States where commissions are ne-
gotiated. Pursuant to the investment advisory agreement, Brinson Partners is
authorized to utilize the trading department of its foreign subsidiaries to
execute foreign securities transactions but monitors selection by such subsid-
iaries of brokers and dealers used to execute such transactions.
 
  While the selection of brokers is made primarily on the basis of their exe-
cution capabilities, the direction of transactions to such brokers may also be
based on the quality and amount of the research and research-related services
which they provide to Brinson Partners and indirectly to its clients. These
services are of the type described in Section 28(e) of the Securities Exchange
Act of 1934 and are designed to augment Brinson Partners' own internal re-
search and investment strategy capabilities. Brinson Partners may use this re-
search information in managing the Series' assets, as well as the assets of
other clients.
 
PURCHASE OF SHARES
 
  Shares of the Fund may be purchased directly from the Trust at the net asset
value next determined after receipt of the order in proper form by the trans-
fer agent. There is no sales load in connection with the purchase of Fund
shares. The Trust reserves the right to reject any purchase order and to sus-
pend the offering of shares of the Fund or Series. The minimum initial invest-
ment for the Fund shares is $100,000. Subsequent investments for Fund shares
will be accepted in minimum amounts of $2,500. The Trust reserves the right to
vary the initial investment minimum and minimums for additional investments at
any time. In addition, Brinson Partners may waive the minimum initial invest-
ment requirement for any investor.
 
  In addition to offering shares of the Fund and of each Series of the Trust,
the Trust also offers the SwissKey Fund class shares of the Series and of each
other Series of the Trust. A description of the SwissKey Fund class shares is
contained in a separate prospectus relating only to those shares. The SwissKey
Fund class shares may also be purchased without a sales load directly from the
respective Series, but the SwissKey Fund class shares are subject to annual
12b-1 plan expenses and, consequently, may cause performance to differ from
the performance of the corresponding Brinson Fund class.
 
  At the discretion of the Trust, investors may be permitted to purchase Fund
shares by transferring securities to the Series that meet the Series' invest-
ment objectives and policies. Securities transferred to the Fund will be val-
ued in accordance with the same procedures used to determine the Fund's net
asset value at the time of the next determination of net asset value after
such acceptance. Shares issued by the Series in exchange for securities will
be issued at net asset value per share of the Fund determined as of the same
time. All dividends, interest, subscription, or other rights pertaining to
such securities shall become the property of the Series and must be de-
 
                                      17

 
livered to the Series by the investor upon receipt from the issuer. Investors
who are permitted to transfer such securities will be required to recognize a
gain or loss on such transfer and pay tax thereon, if applicable, measured by
the difference between the fair market value of the securities and the invest-
ors' basis therein. Securities will not be accepted in exchange for shares of
the Fund unless: (1) such securities are, at the time of the exchange, eligi-
ble to be included in the Series' portfolio and current market quotations are
readily available for such securities; (2) the investor represents and war-
rants that all securities offered to be exchanged are not subject to any re-
strictions upon their sale by the Series under the Securities Act of 1933 or
under the laws of the country in which the principal market for such securi-
ties exists, or otherwise; and (3) the value of any such security (except U.S.
Government securities) being exchanged together with other securities of the
same issuer owned by the Series will not exceed 5% of the Series' net assets
immediately after the transaction.
 
  Purchase orders for shares of the Fund which are received by the transfer
agent in proper form prior to the close of regular trading hours (currently
4:00 p.m. Eastern time) on the New York Stock Exchange (the "NYSE") on any day
that the Fund's net asset value per share is calculated, are priced according
to the net asset value determined on that day. Purchase orders for shares of
the Fund received after the close of the NYSE on a particular day are priced
as of the time the net asset value per share is next determined.
 
  The Trust may accept telephone orders for Fund shares from broker-dealers or
service organizations which have been previously approved by the Trust. It is
the responsibility of such broker-dealers or service organizations to promptly
forward purchase orders and payments for the same to the Fund. Shares of the
Fund may be purchased through broker-dealers, banks and bank trust departments
which may charge the investor a transaction fee or other fee for their serv-
ices at the time of purchase. Such fees would not otherwise be charged if the
shares were purchased directly from the Trust.
 
  Purchases may be made in one of the following ways:
 
PURCHASES BY MAIL
 
  Shares may be purchased initially by completing the application form accom-
panying this Prospectus and mailing it to the transfer agent, together with a
check payable to Brinson Global Fund, c/o 2 W. Elm Street, P.O. Box 874, Con-
shohocken, PA 19428-0874.
 
  Subsequent investments in the Brinson Global Fund may be made at any time in
minimum amounts of $2,500 by sending a check payable to the Brinson Global
Fund, c/o P.O. Box 412797, Kansas City, MO 64141-2797. Please enclose the stub
of your account statement and include the amount of the investment, the name
of the account for which the investment is to be made and the account number.
 
PURCHASES BY WIRE
 
  To order shares for purchase by wiring federal funds, the transfer agent
first must be notified by calling (800) 448-2430 to request an account number
and furnish the Fund with your tax identification number. Following notifica-
tion to the transfer agent, federal funds and registration instructions should
be wired through the Federal Reserve System to:
 
                          UNITED MISSOURI BANK KC NA
                               ABA # 10-10-00695
                         FOR: FUND/PLAN SERVICES, INC.
                               A/C 98-7037-071-9
                           FBO "BRINSON GLOBAL FUND"
                             "SHAREHOLDER NAME AND
                                ACCOUNT NUMBER"
 
  A completed application form with signature(s) of registrant(s) must be
filed with the transfer agent immediately subsequent to the initial wire. In-
vestors should be aware that some banks may impose a wire service fee.
 
                                      18

 
 
EXCHANGES OF SHARES
 
  Fund shares may be exchanged for Brinson Fund class shares of any other Se-
ries within the Trust. Exchanges will not be permitted between the Brinson
Fund class shares and the SwissKey Fund class shares of a Series of the Trust.
 
  Fund shares may be exchanged by written request or by telephone if the
shareholder has previously signed a telephone authorization on the application
form. The telephone exchange may be difficult to implement during times of
drastic economic or market changes. The Trust reserves the right to restrict
the frequency of, or otherwise modify, condition, terminate or impose charges
upon the exchange and/or telephone transfer privileges upon 60 days' prior
written notice to shareholders.
 
  Exchanges will be made on the basis of both Funds' relative net asset values
per share. Exchanges may be made only for shares of a Series and a class then
offering its shares for sale in your state of residence and are subject to the
minimum initial investment requirement. For federal income tax purposes, an
exchange of shares would be treated as if the shareholder had redeemed shares
of one Series and reinvested in shares of another Series. Gains or losses on
the shares exchanged are realized by the shareholder at the time of the ex-
change. Any shareholder wishing to make an exchange should first obtain and
review a prospectus of the other Series. Requests for telephone exchanges must
be received by the transfer agent by the close of regular trading hours (cur-
rently 4:00 p.m. Eastern time) on the NYSE on any day that the NYSE is open
for regular trading.
 
NET ASSET VALUE
 
  The Fund's offering price per share consists of the net asset value per
share next determined after receipt of the purchase order by the transfer
agent in proper form. The net asset value is computed as of the close of regu-
lar trading on the NYSE, on days when such exchange is open.
 
  The net asset value per share is computed by adding the value of all securi-
ties and other assets in the portfolio, deducting any liabilities (expenses
and fees are accrued daily) and dividing by the number of shares outstanding.
Portfolio securities for which market quotations are available are priced at
market value. Debt securities are priced at fair value by an independent pric-
ing service using methods approved by the Board of Trustees of the Trust.
Short-term investments having a maturity of less than 60 days are valued at
amortized cost, which approximates market value. All other securities are val-
ued at their fair value as determined in good faith and pursuant to a method
approved by the Board of Trustees of the Trust.
 
  The Series' portfolio securities from time to time may be listed primarily
on foreign exchanges which trade on days when the NYSE is closed (such as Sat-
urday). As a result, the net asset value of the Fund may be significantly af-
fected by such trading on days when shareholders have no access to the Series.
 
  Each of the Series' two classes of shares will bear, pro rata, all of the
common expenses of the Series. The net asset values of all outstanding shares
of each class of the Series will be computed on a pro rata basis for each out-
standing share based on the proportionate participation in the Series repre-
sented by the value of shares in that class. All income earned and expenses
incurred by
the Series, will be borne on a pro rata basis by each outstanding share of a
class, based on each class' percentage in the Series represented by the value
of shares of such class, except that the Brinson Fund class will not incur any
of the expenses under the SwissKey Fund class' Rule 12b-1 Plan.
 
REDEMPTION OF SHARES
 
  Shareholders may redeem their shares of the Fund without charge on any busi-
ness day that the NYSE is open. Redemptions will be effected at the net asset
value per share next determined after the receipt by the transfer agent of a
redemption re-
 
                                      19

 
quest meeting the requirements described below. The Trust normally sends re-
demption proceeds on the next business day but, in any event, redemption pro-
ceeds are sent within five business days of receipt of a redemption request in
proper form. Payment also may be made by wire directly to any bank previously
designated by the shareholder in a shareholder account application. There is
no charge for redemptions by wire. Please note, however, that the sharehold-
er's bank may impose a fee for wire service. The Trust will honor redemption
requests of shareholders who recently purchased shares by check, but will not
mail the proceeds until it is reasonably satisfied that the purchase check has
cleared, which may take up to fifteen days from the purchase date.
 
  Except as noted below, redemption requests received in proper form by the
transfer agent prior to the close of regular trading hours on the NYSE on any
business day that the Fund's net asset value per share is calculated, are ef-
fected that day. Redemption requests received in proper form by the transfer
agent after the close of the NYSE are effected as of the time the net asset
value per share is next determined. No redemption will be processed until the
transfer agent has received a completed application with respect to the ac-
count.
 
  The Trust will satisfy redemption requests in cash to the fullest extent
feasible, so long as such payments would not, in the opinion of Brinson Part-
ners or the Board of Trustees, result in the necessity of the Series selling
assets under disadvantageous conditions and to the detriment of the remaining
shareholders of the Series. Pursuant to the Trust's Agreement and Declaration
of Trust, payment for shares redeemed may be made either in cash or in-kind,
or partly in cash and partly in-kind. However, the Trust has elected, pursuant
to Rule 18f-1 under the Act, to redeem its shares solely in cash up to the
lesser of $250,000 or 1% of the net asset value of the Series, during any 90
day period for any one shareholder. Payments in excess of this limit will also
be made wholly in cash unless the Board of Trustees believes that economic
conditions exist which would make such a practice detrimental to the best in-
terests of the Series. Any portfolio securities paid or distributed in-kind
would be valued as described under "Net Asset Value." In the event that an in-
kind distribution is made, a shareholder may incur additional expenses, such
as the payment of brokerage commissions, on the sale or other disposition of
the securities received from the Series. In-kind payments need not constitute
a cross-section of the Series' portfolio. Where a shareholder has requested
redemption of all or a part of the shareholder's investment and where the Se-
ries computes such redemption in-kind, the Series will not recognize gain or
loss for federal tax purposes on the securities used to compute the redemp-
tion, but the shareholder will recognize gain or loss equal to the difference
between the fair market value of the securities received and the shareholder's
basis in the Fund shares redeemed.
 
  Shares may be redeemed in one of the following ways:
 
REDEMPTIONS BY MAIL
 
  Shares may be redeemed by submitting a written request for redemption to the
transfer agent at 2 W. Elm Street, P.O. Box 874, Conshohocken, PA 19428-0874.
 
  A written redemption request to the transfer agent must: (i) identify the
shareholder's account name; (ii) state the number of shares to be redeemed;
and (iii) be signed by each registered owner exactly as the shares are regis-
tered. A redemption request for any amount must be accompanied by signature
guarantees. Signatures must be guaranteed by an "eligible guarantor institu-
tion" as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934.
Eligible guarantor institutions include banks, brokers, dealers, credit
unions, national securities exchanges, registered securities associations,
clearing agencies and savings associations. Broker-dealers guaranteeing signa-
tures must be members of a clearing corporation or maintain net capital of at
least $100,000. Credit unions must be authorized to issue signature guaran-
tees. Signature guarantees
 
                                      20

 
will be accepted from any eligible guarantor institution which participates in
a signature guarantee program. The transfer agent may require additional sup-
porting documents for redemptions made by corporations, executors, administra-
tors, trustees and guardians.
 
  A redemption request will not be deemed to be properly received until the
transfer agent receives all required documents in proper form. Questions with
respect to the proper form for redemption requests should be directed to the
transfer agent at (800) 448-2430.
 
REDEMPTIONS BY TELEPHONE
 
  Shareholders who have so indicated on the application form, or have subse-
quently arranged in writing to do so, may redeem shares by instructing the
transfer agent by telephone at (800) 448-2430.
 
  In order to arrange for redemption by wire or telephone after an account has
been opened, or to change the bank or account designated to receive redemption
proceeds, a written request must be sent to the transfer agent at the address
listed above.
 
  The Trust reserves the right to refuse a wire or telephone redemption if it
is believed advisable to do so. Procedures for redeeming Fund shares by wire
or telephone may be modified or terminated at any time by the Trust.
 
  Shares of the Fund may be redeemed through certain broker-dealers, banks and
bank trust departments which may charge the investor a transaction fee or
other fee for their services at the time of redemption. Such fees would not
otherwise be charged if the shares were purchased from the Trust.
 
TELEPHONE
TRANSACTIONS
 
  Shareholders who wish to initiate purchase, exchange or redemption transac-
tions by telephone must elect the option, as described above. With respect to
such telephone transactions, the Trust will ensure that reasonable procedures
are used to confirm that instructions communicated by telephone are genuine
(including verification of the shareholder's social security number or moth-
er's maiden name) and, if it does not, the Trust or the transfer agent may be
liable for any losses due to unauthorized or fraudulent transactions. Written
confirmation will be provided for all purchase, exchange and redemption trans-
actions initiated by telephone.
 
DIVIDENDS, DISTRIBUTIONS
AND TAXES
 
  The Series will distribute its net investment income semi-annually in June
and December. The Fund will distribute annually in December substantially all
of its net long-term capital gains and any undistributed net short-term capi-
tal gains realized during the one year period commencing November 1 (or date
of the creation of the Series, if later) and ending October 31, and, at the
same time, will distribute all of its net investment income earned through the
end of December and not previously distributed. Any net realized short-term
capital gain will be distributed as ordinary (not capital) income.
 
  Dividends and other distributions paid by the Series with respect to its
Brinson Fund class and SwissKey Fund class shares are calculated in the same
manner and at the same time. The per share dividends on the SwissKey Fund
class shares will be lower than the per share dividends on the Brinson Fund
class shares of the Series as a result of the 12b-1 distribution expense ap-
plicable with respect to the SwissKey Fund class shares. Both the SwissKey
Fund class and Brinson Fund class shares of the Series will share proportion-
ately in the investment income and expenses of the Series, except that the per
share dividends and distributions on the SwissKey Fund class shares will be
lower than the per share dividends and distributions on the Brinson Fund class
shares, which will not incur any expenses under a Rule 12b-1 Plan.
 
                                      21

 
 
  Dividends and distributions are automatically reinvested in additional Fund
shares of the Series unless the shareholder has notified the transfer agent,
in writing, of his election to receive such dividends and distributions in
cash. Any check in payment of dividends or other distributions which cannot be
delivered by the Post Office or which remains uncashed for a period of more
than one year may be reinvested in the shareholder's account at the then cur-
rent net asset value and the dividend option may be changed from cash to rein-
vest. Dividends are reinvested on the ex dividend date (the "ex date") at the
net asset value per share determined at the close of business on that date.
Dividends and distributions are treated the same for tax purposes whether re-
ceived in cash or reinvested in additional shares. Please note that shares
purchased shortly before the record date for a dividend or distribution may
have the effect of returning capital although such dividends and distributions
are subject to taxes.
 
  Shareholders will be subject to federal income taxes on dividends and dis-
tributions made by the Series including those automatically reinvested. Dis-
tributions of net investment income and short-term capital gains, if any, will
be taxable to shareholders as ordinary income, whether received in cash or ad-
ditional shares. Distributions of net long-term capital gains, if any, will be
taxable to shareholders as long-term capital gains, whether received in cash
or Fund shares and without regard to how long a shareholder has held shares of
the Series. Shareholders not subject to tax on their income will not be re-
quired to pay tax on amounts distributed to them. The Series does not actively
seek to realize any particular amount of capital gains during a year; rather,
realized gains are a by-product of Series investment management activities.
Dividends and distributions may also be subject to state and local taxes. The
Series will notify shareholders each year of the amount of dividends and dis-
tributions, including the amount of any distribution of long-term capital
gains.
 
  Redemptions of Fund shares and the exchange of shares between two Series,
are taxable events and, accordingly, shareholders may realize capital gains or
losses on these transactions.
 
  The Series has qualified, and intends to continue to qualify, for taxation
as a "regulated investment company" under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"), so that it will not be subject to fed-
eral income tax or to any excise tax, to the extent its earnings are distrib-
uted to shareholders as provided in the Code. The Series will therefore be
treated as a separate entity for the purpose of computing investment company
taxable net income and net realized capital gains and losses for federal in-
come tax purposes and for purposes of qualifying under the diversification,
income and distribution tests of Subchapter M.
 
  Shareholders may be subject to 31% withholding on reportable dividend and
redemption payments ("back-up withholding"). Generally, back-up withholding
will apply to shareholders for whom a certified taxpayer identification number
is not on file with the Series, who, to the Series' knowledge, have furnished
an incorrect number, or if, the Series has been notified by the IRS that an
account is subject to back-up withholding. An individual's taxpayer identifi-
cation number is his social security number.
 
  If more than 50% of the Series' total assets at the close of its taxable
year consists of stock or securities in foreign corporations, the Series may
elect to "pass-through" to shareholders for foreign tax credit purposes the
amount of foreign income taxes paid by the Series with respect to its direct
holdings of securities in foreign corporations. The Series will make such an
election only if it deems such election to be in the best interests of its
shareholders. If this election is made, shareholders of the Series will be re-
quired to include in their gross incomes their pro rata shares of foreign
taxes paid by the Series. However, shareholders will be able to treat their
pro rata shares of foreign taxes as either a deduction (itemized deduction in
the case of individuals) or a foreign tax credit (but not both) against U.S.
income taxes on their tax return.
 
                                      22

 
 
  The tax discussion set forth above is included for general information only.
Prospective investors should consult their own tax advisers concerning the tax
consequences of an investment in the Series.
 
SHARES OF BENEFICIAL
INTEREST AND VOTING
RIGHTS
 
  The Trust was originally organized as a Maryland corporation on April 14,
1992. On December 1, 1993, the Trust was reorganized as a Delaware business
trust through a merger of the Maryland corporation into the Trust. The Trust's
Agreement and Declaration of Trust permits the trustees to issue an unlimited
number of shares of beneficial interest with a $0.001 par value per share. The
Board of Trustees has the power to designate one or more Series or sub-
series/classes of shares of beneficial interest and to classify or reclassify
any unissued shares with respect to such Series. Currently, the Trust is of-
fering shares of ten series: Global Fund, Global Equity Fund, Global Bond
Fund, Short-Term Global Income Fund, U.S. Balanced, U.S. Equity Fund, U.S.
Bond Fund, U.S. Cash Management Fund, Non-U.S. Equity Fund and Non-U.S. Bond
Fund.
 
  The shares of the Trust, when issued, will be fully paid and non-assessable
and within each Series or class, have no preference as to conversion, ex-
change, dividends, retirement or other features. The shares of the Trust which
the Trustees may, from time to time, establish, shall have no preemptive
rights. The shares of the Trust have non-cumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of
Trustees can elect 100% of the Trustees if they choose to do so. A shareholder
is entitled to one vote for each full share held (and a fractional vote for
each fractional share held), then standing in his name on the books of the
Trust. On any matter submitted to a vote of shareholders, all shares of the
Trust then issued and outstanding and entitled to vote on a matter shall vote
without differentiation between separate Series or class on a one-vote-per-
share basis. Each whole share is entitled to one vote and each fractional
share is entitled to a proportionate fractional vote. If a matter to be voted
on does not affect the interests of all Series or classes, then only the
shareholders of the affected Series or class shall be entitled to vote on the
matter. The Trust's Agreement and Declaration of Trust also gives shareholders
the right to vote (i) for the election or removal of Trustees; (ii) with re-
spect to additional matters relating to the Trust as required by the Act; and
(iii) on such other matters as the Trustees consider necessary or desirable.
 
SHAREHOLDER MEETINGS
 
  Pursuant to Delaware law and the Trust's Agreement and Declaration of Trust,
the Trust does not intend to hold shareholder meetings except when required to
elect trustees, or with respect to additional matters relating to the Trust,
as required under the Act. The Securities and Exchange Commission requires the
trustees to promptly call a meeting for the purpose of voting upon the ques-
tion of removal of any trustee when requested to do so by not less than 10% of
the outstanding shareholders of the Fund. In addition, subject to certain con-
ditions, shareholders of the Fund may apply to the Fund to communicate with
other shareholders to request a shareholders' meeting to vote upon the removal
of a Trustee or Trustees.
 
THE CUSTODIAN, TRANSFER AGENT AND ACCOUNTING/PRICING AGENT
 
  Bankers Trust Company, c/o BTNY Services, Inc., 34 Exchange Place, Jersey
City, NJ 07302-1107, is custodian for the securities and cash of the Series.
 
  Fund/Plan serves as the Series' transfer agent. As transfer agent, it main-
tains the records of each shareholder's account, answers shareholder inquiries
concerning accounts, processes purchases and redemptions of the Series'
shares, acts as dividend
 
                                      23

 
and distribution disbursing agent and performs other shareholder service func-
tions. Shareholder inquiries should be addressed to the transfer agent at
(800) 448-2430.
 
  Fund/Plan also performs certain accounting and pricing services for the Se-
ries, including the daily calculation of the Fund's net asset value per share.
 
PERFORMANCE
CALCULATIONS
 
  From time to time, performance information, such as yield or total return
for the Fund, may be quoted in advertisements or in communications to share-
holders. Performance quotations of the Fund represent the Fund's past perfor-
mance and should not be considered as representative of future results. The
current yield will be calculated by dividing the net investment income earned
per share by the Fund during the period stated in the advertisement (based on
the average daily number of shares entitled to receive dividends outstanding
during the period) by the maximum net asset value per share on the last day of
the period and annualizing the result on a semi-annual compounded basis. The
Fund's total return may be calculated on an annualized and aggregate basis for
various periods (which periods will be stated in the advertisement). Average
annual return reflects the average percentage change per year in value of an
investment in the Fund. Aggregate total return reflects the total percentage
change over the stated period.
 
  To help investors better evaluate how an investment in the Fund might sat-
isfy their investment objective, advertisements regarding the Fund may discuss
yield or total return as reported by various financial publications. Adver-
tisements may also compare yield or total return to other investments, indices
and averages. The following publications, benchmarks, indices and averages may
be used: Lipper Mutual Fund Performance Analysis; Lipper Fixed Income Analy-
sis; Lipper Mutual Fund Indices; Morgan Stanley Indices; Shearson Lehman Hut-
ton Treasury Index; Salomon Brothers Indices; Dow Jones Composite Average or
its component indices; Standard & Poor's 500 Stock Index or its component in-
dices; Wilshire Indices; The New York Stock Exchange composite or component
indices; CDA Mutual Fund Report; Weisenberger--Mutual Funds Panorama and In-
vestment Companies; Mutual Fund Values and Mutual Fund Service Book, published
by Morningstar, Inc.; comparable global portfolios managed by the Advisor; and
financial publications such as Business Week, Kiplinger's Personal Finance,
Financial World, Forbes, Fortune, Money Magazine, The Wall Street Journal,
Barron's, et al., which rate fund performance over various time periods.
 
  The principal value of an investment in the Fund will fluctuate so that an
investor's shares, when redeemed may be worth more or less than their original
cost. Any fees charged by banks or other institutional investors directly to
their customer accounts in connection with investments in shares of the Fund
will not be included in the Fund's calculations of yield or total return. Fur-
ther information about the performance of the Fund is included in the Series'
Annual Report, dated June 30, 1995, which may be obtained without charge by
contacting the Trust at (800) 448-2430.
 
                                      24

 
                                    ADVISOR
 
                             Brinson Partners, Inc.
                            209 South LaSalle Street
                             Chicago, IL 60604-1295
 
                                  UNDERWRITER
 
                        Fund/Plan Broker Services, Inc.
                                2 W. Elm Street
                          Conshohocken, PA 19428-0874
 
                              SHAREHOLDER SERVICES
 
                            Fund/Plan Services, Inc.
                                2 W. Elm Street
                                  P.O. Box 874
                          Conshohocken, PA 19428-0874
 
                                   CUSTODIAN
 
                             Bankers Trust Company
                               34 Exchange Place
                           Jersey City, NJ 07302-1107
 
                                 LEGAL COUNSEL
 
                        Stradley, Ronon, Stevens & Young
                            2600 One Commerce Square
                          Philadelphia, PA 19103-7098
 
                              INDEPENDENT AUDITORS
 
                               Ernst & Young LLP
                                  Sears Tower
                             233 South Wacker Drive
                             Chicago, IL 60606-6301

The Brinson Funds
- -------------------------------------------------------
209 South LaSalle Street . Chicago, Illinois 60604-1295

Tel: (800) 448-2430

                        -------------------------------

                               The Brinson Funds










                              Brinson Global Fund

                                  Prospectus

                              September 20, 1995
                         As Supplemented May 28, 1996




                                [BRINSON LOGO]




                         Global Investment Management

                            of Institutional Assets

                            -----------------------