-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SxnDiEfByJOKTT8M+2ejEnD0f/OtRxQEJTIO3vNBmaQ4ZZ1rtYR9yvpEVyNNY1Ly sLfigYzJHUeFAPs/S59bSA== 0000950131-98-005221.txt : 19980917 0000950131-98-005221.hdr.sgml : 19980917 ACCESSION NUMBER: 0000950131-98-005221 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 48 FILED AS OF DATE: 19980915 EFFECTIVENESS DATE: 19980915 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRINSON FUNDS INC CENTRAL INDEX KEY: 0000886244 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 033-47287 FILM NUMBER: 98709961 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 811-06637 FILM NUMBER: 98709962 BUSINESS ADDRESS: STREET 1: 209 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60604-1795 BUSINESS PHONE: 8001482430 MAIL ADDRESS: STREET 1: 209 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60604-1795 485BPOS 1 THE BRINSON FUNDS UNITED STATES FILE NO. 33-47287 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FILE NO. 811-6637 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. | | ------ Post Effective Amendment No. 21 |X| ------ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | | Amendment No. 22 |X| ------ THE BRINSON FUNDS ================= (Exact name of Registrant as Specified in Charter) 209 South LaSalle Street Chicago, Illinois 60604-1295 - ----------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code 312-220-7100 ------------ The Brinson Funds 209 South LaSalle Street Chicago, Illinois 60604-1295 ---------------------------- (Name and Address of Agent for Service) COPIES TO: Bruce G. Leto, Esq. Stradley, Ronon, Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103-7098 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: AS SOON AS PRACTICAL AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE: |X| IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b) | | ON (DATE), PURSUANT TO PARAGRAPH (b) | | 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(1) | | ON (DATE) PURSUANT TO PARAGRAPH (a)(1) ------ | | 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(2) | | ON (DATE) PURSUANT TO PARAGRAPH (a)(2) OF RULE 485. ------ IF APPROPRIATE, CHECK THE FOLLOWING BOX: | | THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT. ================================================================================
THE BRINSON FUNDS Cross Reference Sheet Pursuant to Rule 481b FORM N-1A ITEM CAPTION IN PROSPECTUSES ----------------------- PART A INFORMATION REQUIRED IN A PROSPECTUS ------ ------------------------------------ 1. Cover Page Cover Page 2. Synopsis Annual Fund Operating Expenses 3. Condensed Financial Information Financial Highlights 4. General Description of Registrant Description of the Funds; Investment Objectives and Policies; Investment Considerations and Risks; Appendix A 5. Management of the Fund Management of the Trust-Portfolio Management; Administration of the Trust; General Information 5A. Management's Discussion of (Included in Annual Report to Shareholders) Fund Performance 6. Capital Stock and Other Securities General Information; Dividends, Distributions, and Taxes; 7. Purchase of Securities Being Offered Purchase of Shares; Account Options; Exchange of Shares; Distribution Plan;* Net Asset Value 8. Redemption or Repurchase Redemption of Shares 9. Legal Proceedings Not Applicable PART B INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION ------ ------------------------------------------------------------- 10. Cover Page Cover Page 11. Table of Contents Table of Contents 12. General Information and History Not Applicable 13. Investment Objectives and Policies Investment Strategies; Investment Restrictions; Portfolio Transactions and Brokerage Commissions 14. Management of the Registrant Management of the Trust; Trustees and Officers; and Compensation Table 15. Control Persons and Principal Holders of Control Persons and Principal Holders of Securities Securities 16. Investment Advisory and Other Services Investment Advisory and Other Services 17. Brokerage Allocation and Other Practices Portfolio Transactions and Brokerage Commissions ================================================================================================================== - ------------------- *This caption and section is not included in prospectus for the Brinson Funds-Class I shares. PAGE 2
18. Capital Stock and Other Securities Shares of Beneficial Interest 19. Purchase, Redemption and Pricing of Purchases; Redemptions Securities Being Offered 20. Tax Status Redemptions-Taxation 21. Underwriters Investment Advisory and Other Services-Underwriter 22. Calculations of Performance Data Performance Calculations 23. Financial Statements Financial Statements PART C OTHER INFORMATION ------ ----------------- Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Registration Statement.
================================================================================ PAGE 3 [LOGO OF THE BRINSON FUNDS] THE BRINSON FUNDS 209 South LaSalle Street Chicago, IL 60604-1295 PROSPECTUS September 15, 1998 This Prospectus describes the Brinson Fund-Class I shares of the investment portfolios offered by The Brinson Funds (the "Trust"). The Trust is a no-load, open-end management investment company advised by Brinson Partners, Inc. ("Brinson Partners" or the "Advisor"), which currently offers eight distinct investment portfolios: Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund (each a "Series" and collectively, the "Series"). Each Series offers three separate classes of shares-the Brinson Fund- Class I, the Brinson Fund-Class N and the UBS Investment Funds class. The Brinson Fund-Class I shares of the Series are referred to herein as the: Brinson Global Fund, Brinson Global Equity Fund, Brinson Global Bond Fund, Brinson U.S. Balanced Fund, Brinson U.S. Equity Fund, Brinson U.S. Large Capitalization Equity Fund, Brinson U.S. Bond Fund and Brinson Non-U.S. Equity Fund (each a "Fund" and collectively, the "Brinson Funds" or "Funds"). This Prospectus pertains only to the Brinson Fund-Class I shares, which are designed primarily for institutional investors, do not have a sales load and are not subject to annual 12b-1 plan expenses. The Brinson Fund-Class N shares do not have a sales load, but are subject to annual Rule 12b-1 plan expenses. Further information relating to the Brinson Fund-Class N shares may be obtained by calling 1-800-448 2430. The UBS Investment Funds class of shares do not have a sales load, but have slightly higher Rule 12b-1 fees and a lower minimum investment requirement. Further information relating to the UBS Investment Funds class shares may be obtained by calling 1-800-794-7753. This Prospectus sets forth concisely the information a prospective investor should know before investing in the Class I shares of any of the Brinson Funds. Investors should read and retain this Prospectus for future reference. Additional information about the Funds and the other classes of shares of the Trust's investment portfolios is contained in the Statement of Additional Information dated September 15, 1998, as amended from time to time, which has been filed with the U.S. Securities and Exchange Commission and is available upon request and without charge from the Trust at the addresses and telephone numbers below. The Statement of Additional Information is incorporated by reference into this Prospectus. The Statement of Additional Information, material incorporated by reference into this Prospectus, and other information regarding the Trust and each of the Series is maintained electronically with the U.S. Securities and Exchange Commission at its Internet Web site (http://www.sec.gov). AN INVESTMENT IN ANY OF THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. AN INVESTMENT IN ANY OF THE FUNDS IS NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. AN INVESTMENT IN ANY SERIES INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Underwriter: Advisor: Funds Distributor, Inc. Brinson Partners, Inc. 60 State Street 209 South LaSalle Street Suite 1300 Chicago, IL 60604-1295 Boston, MA 02109 1-800-448-2430 1-800-448-2430 TABLE OF CONTENTS
PAGE ---- Annual Fund Operating Expenses............................................. 3 Financial Highlights....................................................... 4 Prior Performance of the Advisor........................................... 6 Description of the Funds................................................... 8 Investment Objectives and Policies......................................... 8 Global Fund.............................................................. 8 Global Equity Fund....................................................... 9 Global Bond Fund......................................................... 9 U.S. Balanced Fund....................................................... 10 U.S. Equity Fund......................................................... 10 U.S. Large Capitalization Equity Fund.................................... 10 U.S. Bond Fund........................................................... 11 Non-U.S. Equity Fund..................................................... 11 Investment Considerations and Risks........................................ 12 Management of the Trust.................................................... 15 Portfolio Management....................................................... 16 Administration of the Trust................................................ 16 Purchase of Shares......................................................... 18 Account Options............................................................ 20 Redemption of Shares....................................................... 20 Net Asset Value............................................................ 23 Dividends, Distributions and Taxes......................................... 25 General Information........................................................ 26 Performance Information.................................................... 28 Appendix A................................................................. 30
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 FUNDS 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. ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) BRINSON FUND-CLASS I SHARES
TOTAL FUND OPERATING EXPENSES (AFTER FEE WAIVER MANAGEMENT FEES OTHER EXPENSES AND/OR EXPENSE NAME OF FUND (AFTER FEE WAIVER)/1/ (AFTER REIMBURSEMENT)/1/ REIMBURSEMENT)/1/ - ------------ --------------------- ------------------------ ------------------ Global Fund ............ 0.80% 0.14% 0.94% Global Equity Fund...... 0.78% 0.22% 1.00% Global Bond Fund........ 0.69% 0.21% 0.90% U.S. Balanced Fund...... 0.69% 0.11% 0.80% U.S. Equity Fund........ 0.70% 0.10% 0.80% U.S. Large Capitaliza- tion Equity Fund....... 0.00% 0.80% 0.80% U.S. Bond Fund.......... 0.26% 0.34% 0.60% Non-U.S. Equity Fund.... 0.80% 0.20% 1.00%
- ---------- /1/Pursuant to the terms of the Investment Advisory Agreements between the Trust on behalf of each Series and the Advisor, the Advisor is entitled to receive a monthly fee at the following annual rates for each of the Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund: 0.80%, 0.80%, 0.75%, 0.70%, 0.70%, 0.70%, 0.50%, and 0.80%, respectively. The Advisor has irrevocably agreed to waive its fees and reimburse certain expenses so that the total operating expenses of the Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non- U.S. Equity Fund will never exceed 1.10%, 1.00%, 0.90%, 0.80%, 0.80%, 0.80%, 0.60% and 1.00%, respectively. Had the Advisor not irrevocably agreed to waive fees and reimburse expenses, the total fund operating expenses for the Brinson Fund Class I shares of the series for the fiscal year ended June 30, 1998 for the Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Large Capitalization Equity Fund, and U.S. Bond Fund would have been 1.02%, .96%, .81%, 1.59%, and .84%, respectively. The fees and expenses for the U.S. Large Capitalization Equity Fund are based on the period from April 6, 1998 (commencement of operations) to June 30, 1998. EXAMPLE: Based on the level of expenses listed above after fee waiver or expense reimbursement, the total expenses relating to an investment of $1,000 would be as follows, assuming a 5% annual return and redemption at the end of each time period.
NAME OF FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS - ------------ ------ ------- ------- -------- Global Fund..................................... $10 $30 $52 $115 Global Equity Fund.............................. $10 $32 $55 $122 Global Bond Fund................................ $ 9 $29 $50 $111 U.S. Balanced Fund.............................. $ 8 $26 $44 $ 99 U.S. Equity Fund................................ $ 8 $26 $44 $ 99 U.S. Large Capitalization Equity Fund........... $ 8 $26 $44 $ 99 U.S. Bond Fund.................................. $ 6 $19 $33 $ 75 Non-U.S. Equity Fund............................ $10 $32 $55 $122
The foregoing table is designed to assist the investor in understanding the various costs and expenses that a shareholder will bear directly or indirectly. - ------------------------------------------------------------------------------- THE EXAMPLE SHOULD NOT BE CONSIDERED REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, A FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN ACTUAL RETURNS GREATER OR LESS THAN 5%. - ------------------------------------------------------------------------------- 3 FINANCIAL HIGHLIGHTS The selected financial information in the following table has been audited by the Funds' independent auditors, whose unqualified reports thereon (the "Reports") appear in the Funds' Annual Report to Shareholders dated June 30, 1998 (the "Annual Report"). Additional performance and financial data and related notes are contained in the Annual Report, which is available without charge upon request. The Funds' Financial Statements for the fiscal year ended June 30, 1998 and the Reports are incorporated by reference into the Statement of Additional Information. FINANCIAL HIGHLIGHTS--FISCAL YEARS ENDED JUNE 30 The following table presents financial data relating to a share of beneficial interest outstanding throughout the periods presented. This information has been derived from the Funds' financial statements.
INCOME (LOSS) FROM INVESTMENT OPERATIONS LESS DISTRIBUTIONS -------------------------------- ----------------------------- DISTRIBU- TOTAL TIONS DISTRIBU- INCOME FROM AND TIONS NET NET NET (LOSS) IN EXCESS FROM AND ASSET ASSETS, NET ASSET NET REALIZED FROM OF NET IN EXCESS VALUE- TOTAL END OF VALUE- INVEST- AND INVEST- INVEST- OF NET TOTAL END RETURN PERIOD BEGINNING MENT UNREALIZED MENT MENT REALIZED DISTRIBU- OF (NON- (IN YEAR OF PERIOD INCOME GAIN (LOSS) OPERATIONS INCOME GAIN TIONS PERIOD ANNUALIZED) 000S) - ---- --------- ------- ----------- ---------- --------- --------- --------- ------ ----------- -------- BRINSON GLOBAL FUND-CLASS I (Commencement of Operations August 31, 1992)/2/ 1993............ $10.00 0.26 0.81 1.07 (0.20) -- (0.20) $10.87 10.76 % $191,389 1994............ $10.87 0.33 (0.23) 0.10 (0.27) (0.27) (0.54) $10.43 0.77 % $278,859 1995............ $10.43 0.43 0.86 1.29 (0.27) (0.10) (0.37) $11.35 12.57 % $365,678 1996............ $11.35 0.44 1.37 1.81 (0.62) (0.32) (0.94) $12.22 16.38 % $457,933 1997............ $12.22 0.38 1.79 2.17 (0.61) (0.65) (1.26) $13.13 18.79 % $586,667 1998............ $13.13 0.37 0.62 0.99 (0.65) (0.70) (1.35) $12.77 8.28 % $667,745 BRINSON GLOBAL EQUITY FUND-CLASS I (Commencement of Operations January 28, 1994)/2/ 1994............ $10.00 0.07 (0.54) (0.47) (0.04) -- (0.04) $ 9.49 (4.70)% $ 20,642 1995............ $ 9.49 0.18 0.39 0.57 (0.04) (0.09) (0.13) $ 9.93 6.06 % $ 20,706 1996............ $ 9.93 0.18 2.29 2.47 (0.14) (0.69) (0.83) $11.57 25.66 % $ 27,126 1997............ $11.57 0.16 2.14 2.30 (0.12) (0.99) (1.11) $12.76 21.26 % $ 48,054 1998............ $12.76 0.22 0.78 1.00 (0.17) (1.05) (1.22) $12.54 8.99 % $ 22,724 BRINSON GLOBAL BOND FUND-CLASS I (Commencement of Operations July 30, 1993)/2/ 1994............ $10.00 0.45 (0.52) (0.07) (0.28) (0.10) (0.38) $ 9.55 (0.79)% $ 36,849 1995............ $ 9.55 0.50 0.58 1.08 (0.24) -- (0.24) $10.39 11.34 % $ 51,863 1996............ $10.39 0.84 0.31 1.15 (1.40) (0.10) (1.50) $10.04 11.50 % $ 41,066 997............. $10.04 0.67 0.08 0.75 (0.96) (0.19) (1.15) $ 9.64 7.71 % $ 54,157 1998............ $ 9.64 0.43/3/ (0.18) 0.25 (0.31) (0.17) (0.48) $ 9.41 2.69 % $ 91,274 RATIOS/SUPPLEMENTAL DATA ------------------------------------------- RATIO OF NET RATIO OF EXPENSES INVESTMENT INCOME TO AVERAGE NET TO AVERAGE NET ASSETS ASSETS --------------------- --------------------- AVERAGE BEFORE AFTER BEFORE AFTER COMMIS- EXPENSE EXPENSE EXPENSE EXPENSE PORTFOLIO SION REIMBURSE- REIMBURSE- REIMBURSE- REIMBURSE- TURNOVER RATE PAID YEAR MENT MENT MENT MENT RATE PER SHARE - ---- ---------- ---------- ---------- ---------- --------- --------- BRINSON GLOBAL FUND-CLASS I (Commencement of Operations August 31, 1992)/2/ 1993............ 1.35%/1/ 1.05%/1/ 3.26%/1/ 3.56%/1/ 149% N/A 1994............ 1.14% 1.10% 3.21% 3.25% 231% N/A 1995............ 1.09% N/A 4.27% N/A 238% N/A 1996............ 1.04% N/A 3.69% N/A 142% $0.0291 1997............ 0.99% N/A 3.03% N/A 150% $0.0326 1998............ 0.94% N/A 2.70% N/A 88% $0.0274 BRINSON GLOBAL EQUITY FUND-CLASS I (Commencement of Operations January 28, 1994)/2/ 1994............ 2.65%/1/ 1.00%/1/ 0.24%/1/ 1.89%/1/ 21% N/A 1995............ 2.06% 1.00% 0.71% 1.77% 36% N/A 1996............ 1.77% 1.00% 0.57% 1.34% 74% $0.0288 1997............ 1.25% 1.00% 1.35% 1.60% 32% $0.0246 1998............ 1.02% 1.00% 1.29% 1.31% 46% $0.0254 BRINSON GLOBAL BOND FUND-CLASS I (Commencement of Operations July 30, 1993)/2/ 1994............ 1.78%/1/ 0.90%/1/ 4.03%/1/ 4.91%/1/ 189% N/A 1995............ 1.43% 0.90% 5.53% 6.06% 199% N/A 1996............ 1.65% 0.90% 4.98% 5.73% 184% N/A 997............. 1.32% 0.90% 4.90% 5.32% 235% N/A 1998............ 0.96% 0.90% 4.47% 4.53% 151% N/A
/1/Annualized /2/Formerly known as the Brinson Fund Class shares; redesignated as the Brinson Fund-Class I shares on June 30, 1997 /3/The net investment income per share data was determined by using average shares outstanding throughout the period N/A=Not Applicable 4
INCOME (LOSS) FROM INVESTMENT OPERATIONS LESS DISTRIBUTIONS ------------------------------ ----------------------------- TOTAL DISTRIBU- INCOME DISTRIBU- TIONS NET NET NET (LOSS) TIONS FROM AND ASSET ASSETS NET ASSET NET REALIZED FROM FROM NET IN EXCESS VALUE- TOTAL END OF VALUE- INVEST- AND INVEST- INVEST- OF NET TOTAL END RETURN PERIOD BEGINNING MENT UNREALIZED MENT MENT REALIZED DISTRIBU- OF (NON- (IN YEAR OF PERIOD INCOME GAIN (LOSS) OPERATIONS INCOME GAIN TIONS PERIOD ANNUALIZED) 000S) - ---- --------- ------- ----------- ---------- --------- --------- --------- ------- ----------- -------- BRINSON U.S. BALANCED FUND-CLASS I (Commencement of Operations December 30, 1994)(2) 1995............ $10.00 0.23 1.16 1.39 (0.16) -- (0.16) $ 11.23 13.91 % $157,724 1996............ $11.23 0.44 1.04 1.48 (0.43) (0.57) (1.00) $ 11.71 13.52 % $227,829 1997............ $11.71 0.47 1.29 1.76 (0.40) (0.54) (0.94) $ 12.53 15.50 % $282,860 1998............ $12.53 0.49/3/ 0.93 1.42 (0.77) (0.94) (1.71) $ 12.24 12.19 % $ 80,556 BRINSON U.S. EQUITY FUND-CLASS I (Commencement of Operations February 22, 1994)(2) 1994............ $10.00 0.05 (0.36) (0.31) (0.04) -- (0.04) $ 9.65 (3.10)% $ 8,200 1995............ $ 9.65 0.16 1.89 2.05 (0.14) (0.03) (0.17) $ 11.53 21.45 % $ 42,573 1996............ $11.53 0.17 3.31 3.48 (0.17) (0.25) (0.42) $ 14.59 30.57 % $126,342 1997............ $14.59 0.15 4.27 4.42 (0.14) (1.23) (1.37) $ 17.64 31.87 % $337,949 1998............ $17.64 0.19 3.39 3.58 (0.18) (1.13) (1.31) $ 19.91 21.48 % $605,768 BRINSON U.S. LARGE CAPITALIZATION EQUITY FUND-CLASS I (Commencement of Operations April 6, 1998) 1998............ $10.00 0.02 (0.20) (0.18) (0.02) -- (0.02) $ 9.80 (1.83)% $ 154 BRINSON U.S. BOND FUND-CLASS I (Commencement of Operations August 31, 1995)(2) 1996............ $10.00 0.50 (0.14) 0.36 (0.40) (0.03) (0.43) $ 9.93 3.60 % $ 9,047 1997............ $ 9.93 0.51/3/ 0.32 0.83 (0.52) -- (0.52) $ 10.24 8.45 % $ 22,421 1998............ $10.24 0.53 0.53 1.06 (0.58) (0.14) (.72) $ 10.58 10.60 % $ 38,874 BRINSON NON-U.S. EQUITY FUND-CLASS I (Commencement of Operations August 31, 1993)(2)(4) 1994............ $10.00 0.10 (0.34) (0.24) (0.07) -- (0.07) $ 9.69 (2.45)% $ 71,544 1995............ $ 9.69 0.15 (0.16) (0.01) -- -- -- $ 9.68 (0.10)% $148,319 1996............ $ 9.68 0.18 2.05 2.23 (0.18) (0.56) (0.74) $ 11.17 23.64 % $212,366 1997............ $11.17 0.18 1.97 2.15 (0.17) (0.56) (0.73) $ 12.59 20.27 % $420,855 1998............ $12.59 0.18 0.30 0.48 (0.18) (0.74) (0.92) $ 12.15 4.78 % $439,329 RATIOS/SUPPLEMENTAL DATA ------------------------------------------- RATIO OF NET RATIO OF EXPENSES INVESTMENT INCOME TO AVERAGE NET TO AVERAGE NET ASSETS ASSETS --------------------- --------------------- AVERAGE BEFORE AFTER BEFORE AFTER COMMIS- EXPENSE EXPENSE EXPENSE EXPENSE PORTFOLIO SION REIMBURSE- REIMBURSE- REIMBURSE- REIMBURSE- TURNOVER RATE PAID YEAR MENT MENT MENT MENT RATE PER SHARE - ---- ---------- ---------- ---------- ---------- --------- --------- BRINSON U.S. BALANCED FUND-CLASS I (Commencement of Operations December 30, 1994)(2) 1995............ 1.06%/1/ 0.80%/1/ 4.36 %/1/ 4.63%/1/ 196% N/A 1996............ 1.01% 0.80% 3.76 % 3.97% 240% $0.0481 1997............ 0.88% 0.80% 3.78 % 3.86% 329% $0.0441 1998............ 0.81% 0.80% 3.88 % 3.89% 194% $0.0549 BRINSON U.S. EQUITY FUND-CLASS I (Commencement of Operations February 22, 1994)(2) 1994............ 5.40%/1/ 0.80%/1/ (2.82)%/1/ 1.78%/1/ 9% N/A 1995............ 1.70% 0.80% 1.09 % 1.99% 33% N/A 1996............ 1.14% 0.80% 1.13 % 1.47% 36% $0.0457 1997............ 0.89% 0.80% 1.06 % 1.15% 43% $0.0422 1998............ 0.80% N/A 1.12 % N/A 42% $0.0469 BRINSON U.S. LARGE CAPITALIZATION EQUITY FUND-CLASS I (Commencement of Operations April 6, 1998) 1998............ 1.59%/1/ 0.80%/1/ 0.52 %/1/ 1.31%/1/ 12% $0.0350 BRINSON U.S. BOND FUND-CLASS I (Commencement of Operations August 31, 1995)(2) 1996............ 3.63%/1/ 0.60%/1/ 3.00 %/1/ 6.03%/1/ 363% N/A 1997............ 1.65% 0.60% 5.14 % 6.19% 410% N/A 1998............ 0.84% 0.60% 5.61 % 5.85% 198% N/A BRINSON NON-U.S. EQUITY FUND-CLASS I (Commencement of Operations August 31, 1993)(2)(4) 1994............ 1.60%/1/ 1.00%/1/ 1.28 %/1/ 1.88%/1/ 12% N/A 1995............ 1.23% 1.00% 1.93 % 2.16% 14% N/A 1996............ 1.20% 1.00% 1.67 % 1.87% 20% $0.0219 1997............ 1.00% N/A 1.83 % N/A 25% $0.0245 1998............ 1.00% N/A 1.52 % N/A 49% $0.0221
- ----- /1/Annualized /2/Formerly known as the Brinson Fund Class shares; redesignated as the Brinson Fund-Class I shares on June 30, 1997 /3/The net investment income per share data was determined by using average shares outstanding throughout the period /4/During the year ended June 30, 1998, the Non-U.S. Equity Fund (the "Fund") had total borrowings of $32,600,000 outstanding for 1 day (June 29, 1998) under the Trust's agreement with The Chase Manhattan Bank to provide a 364-day $100 million committed line of credit. The Fund had 36,449,018.679 shares outstanding on June 29, 1998, and the amount of debt per share was $12.05. At June 30, 1998, the Fund had no debt outstanding. N/A = Not Applicable 5 PRIOR PERFORMANCE OF ADVISOR The following table sets forth the Advisor's performance data relating to the historical performance of funds contained within an institutional collective investment trust ("CIT") (described below) managed by the Advisor. Such CITs have investment objectives, policies, strategies and risks substantially similar to those of the various Series of the Trust. The data is provided to illustrate the past performance of the Advisor in managing investment portfolios which are substantially similar to each applicable Series of The Brinson Funds as measured against specified market indices. The performance data of the Class I shares of each Series of the Trust is also included in the table. The Advisor adopted the Performance Presentation Standards of the Association for Investment Management and Research (AIMR Standards) as of January 1, 1993. The CIT returns presented in this Prospectus are the responsibility of the Advisor. They are presented in compliance with the Performance Presentation Standards of the Association for Investment Management and Research (AIMR--PPS(TM)). AIMR has not been involved with the preparation or review of these returns. Investment results are time-weighted performance calculations representing total return. Returns are calculated using geometric linking of monthly returns. Each composite is a single entity composite, consisting of the assets of each applicable fund of the Brinson Trust Company Collective Investment Trust for Pension and Profit Sharing Trusts, or its predecessors, which may be a single client. Clients must be an ERISA or governmental employee benefit plan in order to qualify to invest in a CIT. Composites are valued monthly, taking into account cash flows. All realized and unrealized capital gains and losses, as well as all dividends and interest from investments and cash balances, are included. Investment transactions are accounted for on a trade date basis. Total returns for the CIT composites exclude the impact of administrative expenses and the impact of any income taxes an investor might have incurred as a result of taxable ordinary income and capital gains realized by the CIT. The composite for each CIT is composed of all actual fee-paying, discretionary client portfolios invested in the CIT. No alterations of composites as presented here have occurred due to changes in personnel. Accounts of all sizes invested in each CIT are included in composite performance and no minimum account relationship size was set for inclusion in the composites as the individual account size does not impact portfolio management style. CITs are not subject to certain expenses, investment limitations, diversification requirements and restrictions to which the Series are subject and which are imposed by the Investment Company Act of 1940 (the "Act") and the Internal Revenue Code of 1986, as amended. Had such expenses, limitations, requirements and restrictions been applicable to the CITs, the performance results of the CIT composites could have been adversely affected. The CIT's performance presented does not represent the historical performance of the Series and should not be interpreted as indicative of future performance of the Series.
AVERAGE ANNUAL -------------------------- ONE TWO THREE FIVE TEN TOTAL RETURNS AS OF JUNE 30, 1998 YEAR YEARS YEARS YEARS YEARS - --------------------------------- ----- ----- ----- ----- ----- Global Securities Portfolio/1/............... 8.22% 13.58% 14.93% 11.66% 12.40% Brinson Global Fund Class I/2/............... 8.28 13.41 14.38 11.17 N/A GSMI Mutual Fund Index....................... 13.76 15.86 15.72 13.56 12.41 Global Equity with cash Portfolio/1/......... 10.88 16.31 19.47 13.61 12.81 Brinson Global Equity Fund Class I/2/........ 8.99 14.96 18.41 N/A N/A MSCI World Equity (Free) Index/3/, /4/....... 17.18 19.88 19.56 16.02 11.63
6 Global Bond Portfolio/1/.................... 3.71 5.73 7.89 6.55 9.05 Brinson Global Bond Fund Class I/2/......... 2.69 5.17 7.23 N/A N/A Salomon World Government Bond Index/3/...... 4.32 4.10 2.84 6.33 8.35 U.S. Balanced Portfolio/1/.................. 12.87 14.64 14.67 12.04 12.69 Brinson U.S. Balanced Fund Class I/2/....... 12.19 13.83 13.72 N/A N/A U.S. Balanced Mutual Fund Index/3/.......... 22.38 22.05 20.83 16.32 14.57 U.S. Equity Portfolio/1/.................... 21.89% 27.26% 28.66% 22.02% 19.66% Brinson U.S. Equity Fund Class I/2/......... 21.48 26.57 27.86 N/A N/A Wilshire 5000 Index/3/...................... 28.86 29.09 28.13 21.56 17.61 U.S. Large Capitalization Equity Portfo- lio/1/, /5/................................ 21.41 28.61 30.56 23.49 20.64 Brinson U.S. Large Capitalization Equity Fund Class I/2/, /6/ ...................... (1.83) N/A N/A N/A N/A S & P 500/3/................................ 30.21 32.37 30.23 23.05 18.55 U.S. Bond Portfolio/1/...................... 10.89 9.89 8.27 7.14 9.40 Brinson U.S. Bond Fund Class I/2/........... 10.60 9.52 N/A N/A N/A Salomon BIG Index/3/........................ 10.59 9.36 7.88 6.91 9.11 Non-U.S. Equity Portfolio/1/................ 5.88 12.99 16.98 12.22 10.93 Brinson Non-U.S. Equity Fund Class I/2/..... 4.78 12.26 15.91 N/A N/A MSCI Non-U.S. Equity (Free) Index/3/, /4/... 6.04 9.77 11.04 10.29 6.98
- ---------- FOOTNOTES: /1/ Performance figures for the Advisor's CITs are net of advisory fees. Advisory fees are determined by taking the average account size within the CIT at June 30, 1998 and applying the standard fee schedule. Performance figures for the Advisor's CITs gross of fees would be:
AVERAGE ANNUAL -------------------------- ONE TWO THREE FIVE TEN YEAR YEARS YEARS YEARS YEARS ----- ----- ----- ----- ----- Global Securities Portfolio.............. 8.94% 14.30% 15.65% 12.38% 13.12% Global Equity Portfolio.................. 11.73 17.16 20.32 14.46 13.66 Global Bond Portfolio.................... 4.28 6.30 8.46 7.12 9.62 U.S. Balanced Portfolio.................. 13.59 15.36 15.39 12.76 13.41 U.S. Equity Portfolio.................... 22.47 27.84 29.24 22.60 20.24 U.S. Large Capitalization Equity Portfo- lio..................................... 22.02 29.22 31.17 24.10 21.25 U.S. Bond Portfolio...................... 11.20 10.20 8.58 7.45 9.71 Non-U.S. Equity Portfolio................ 6.59 13.70 17.69 12.93 11.64
/2/ Total returns include reinvestment of all capital gain and income distributions. Inception dates and average annual returns since each Fund's inception date are as follows: Brinson Global Fund, 8/31/92, 11.44%; Brinson Global Equity Fund, 1/31/94, 12.45%; Brinson Global Bond Fund, 7/31/93, 6.49%; Brinson U.S. Balanced Fund, 12/31/94, 15.90%; Brinson U.S. Equity Fund, 2/28/94, 23.11%; Brinson U.S. Large Capitalization Equity Fund, 4/30/98, (0.13)%; Brinson U.S. Bond Fund, 8/31/95, 7.97%; and Brinson Non-U.S. Equity Fund, 8/31/93, 9.03%. /3/ GSMI Mutual Fund Index, an un-managed index compiled by the Advisor, currently constructed as follows: 40% Wilshire 5000 Index; 22% MSCI Non- U.S. Equity (Free) Index; 21% Salomon BIG Bond Index; 9% Salomon Non-U.S. Government Bond Index (unhedged); 2% JP Morgan EMBI+; 3% IFC Investable Index; and 3% High Yield Bond Index. The composition of the Index has evolved over time and may change in the future. MSCI World Equity (Free) Index is an un-managed market driven broad based index which includes U.S. and non-U.S. equity markets in terms of capitalization and performance. Salomon World Government Bond Index is an un-managed market driven index which measures the broad global fixed income markets invested in debt issues of U.S. and non-U.S. governments, governmental entities and supranationals. U.S. Balanced Mutual Fund Index, an un-managed index compiled by the Advisor, constructed as follows: 65% Wilshire 5000 Index and 35% Salomon Brothers Broad Investment Grade (BIG) Bond Index. Wilshire 5000 Index is an un-managed broad weighted index which includes all U.S. common stocks. S & P 500 Index is an un-managed index containing common stocks of 500 industrial, transportation, utility and financial companies, regarded as generally representative of the U.S. stock market. Salomon Brothers Broad Investment Grade (BIG) Bond Index is an un-managed market driven broad based index which 7 includes U.S. bonds with over one year to maturity. MSCI Non-U.S. Equity (Free) Index is an un-managed market driven broad based index which includes non-U.S. equity markets in terms of capitalization and performance. /4Beginning/1/31/88 these indices are "free". /5Prior/to 6/30/97, returns represent the large capitalization holdings of the audited U.S. Equity Portfolio (inception date as of 12/31/81). /6Non-anualized/return since commencement of operations (4/6/98). DESCRIPTION OF THE FUNDS The investment objective of each Series is fundamental and may not be changed without the affirmative vote of the holders of a majority of the outstanding voting securities of the Series, as defined in the Act. Unless otherwise stated in this Prospectus or the Statement of Additional Information, each Series' investment policies are not fundamental and may be changed without shareholder approval. There can be no assurance that a Series will achieve its investment objective. None of the Series intends to concentrate its investments in a particular industry. None of the Series intends to issue senior securities as defined in the Act, except that each Series may engage in borrowing activities as defined in Appendix A and in the Statement of Additional Information. Each Series' investment 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). INVESTMENT OBJECTIVES AND POLICIES GLOBAL FUND INVESTMENT OBJECTIVE The Global Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. The Series will attempt to control risk while seeking to achieve its investment objective. As a global fund, at least 65% of the Series' total assets will be invested in securities of issuers in at least three countries, one of which may be the United States. The Series may utilize a wide range of equity, debt and money market securities in domestic and foreign markets, and the Series may invest in other open-end investment companies advised by Brinson Partners. The Series may enter into repurchase agreements and reverse repurchase agreements, and engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a diversified 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 GSMI Mutual Fund Index (the "Global Benchmark"), which is compiled by Brinson Partners. The Global Benchmark consists of eight distinct asset classes representing the primary wealth- holding public securities markets. These asset classes are U.S. equities, non- U.S. equities, emerging markets equities, U.S. bonds, non-U.S. bonds, emerging markets bonds, high yield bonds and cash equivalents. Each asset class is represented in the Global Benchmark by an index compiled by an independent data provider. In order to compile the Global Benchmark, the Advisor determines current relative market capitalizations in the world markets (U.S. equities, non-U.S. equities, emerging markets equities, U.S. bonds, non-U.S. bonds, emerging markets bonds, high yield bonds and cash) and then weights each relevant index. Based on this weighting, the Advisor determines the return of the relative indices, applies the index weighting and then 8 determines the return of the Global 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. Although it may invest anywhere in the world, it is expected that the Series' assets will be primarily invested in equity markets listed in the Morgan Stanley Capital International ("MSCI") World Equity (Free) Index. The Series will primarily invest in fixed income markets listed in the Salomon World Government Bond Index. The Series may invest up to 10% of its net assets in equity and debt securities of emerging market issuers, or securities with respect to which the return is derived from the equity or debt securities of issuers in emerging markets. GLOBAL EQUITY FUND INVESTMENT OBJECTIVE The Global Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. The Series will attempt to control risk while seeking to achieve its investment objective. As a global fund, at least 65% of the Series' total assets will be invested in equity securities of issuers in at least three countries, one of which may be the United States. The Series may utilize a wide range of equity securities that are traded on both domestic and foreign stock exchanges or, in the case of domestic stocks, in the over-the-counter market. The Series may enter into repurchase agreements and reverse repurchase agreements, and engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a diversified portfolio that seeks to achieve its objective by pursuing an active asset allocation strategy across global equity markets, active management of currency exposures and active security selection within each market. The benchmark for the Series is the MSCI World Equity (Free) Index (the "Global Equity Benchmark"). The Global Equity Benchmark is a market driven broad based index which includes U.S. and non-U.S. equity markets in terms of capitalization and performance. The Global Equity Benchmark is designed to provide a representative total return for all major stock exchanges located inside and outside the United States. Although it may invest anywhere in the world, it is expected that the Series' assets will primarily be invested in equity markets listed in the Global Equity Benchmark. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant global market. GLOBAL BOND FUND INVESTMENT OBJECTIVE The Global Bond Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. The Series will attempt to control risk while seeking to achieve its investment objective. As a global fund, at least 65% of the Series' total assets will be invested in debt securities with an initial maturity of more than one year of issuers in at least three countries, one of which may be the United States. The Series seeks to achieve this objective by investing primarily in debt securities that may also provide the potential for capital appreciation. The Series may enter into repurchase agreements and reverse repurchase agreements, and may engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a non-diversified portfolio as described in "Investment Considerations and Risks-Non-Diversified Status." The benchmark for the Series is the Salomon World Government Bond Index (the "Global 9 Bond Benchmark"). The Global Bond Benchmark is a market driven index which measures the broad global fixed income markets invested in debt issues of U.S. and non-U.S. governments, governmental entities and supranationals. Although it may invest anywhere in the world, it is expected that the Series' assets will be primarily invested in fixed income markets listed in the Global Bond Benchmark. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant global fixed income securities market. U.S. BALANCED FUND INVESTMENT OBJECTIVE The U.S. Balanced Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. In seeking to achieve its investment objective, the Series attempts to control risk. Under normal circumstances, the Series will invest at least 25% of its net assets in fixed income securities. The Series may utilize a wide range of equity, debt and money market securities. The Series may also invest in equity securities, including warrants, preferred stock and securities convertible into equity securities. The Series may enter into repurchase agreements and reverse repurchase agreements, and may engage in futures and options for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. It is not the policy of the Series to take unreasonable risks to obtain speculative or aggressively high returns. The Series is a diversified portfolio that seeks to achieve its objective by pursuing active asset allocation strategies across U.S. equity and fixed income markets and active security selection within each market. These decisions are undertaken relative to the U.S. Balanced Mutual Fund Index (the "U.S. Balanced Benchmark"), which is compiled by Brinson Partners. The U.S. Balanced Benchmark represents a fixed composite of 65% Wilshire 5000 Index and 35% Salomon Brothers Broad Investment Grade (BIG) Bond Index. From time to time, the Advisor may substitute an equivalent index within a given asset class when the Advisor believes that such new index more accurately reflects the relevant U.S. market. U.S. EQUITY FUND INVESTMENT OBJECTIVE The U.S. Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, while controlling risk. Under normal circumstances, at least 65% of the Series' total assets will be invested in equity securities of U.S. companies. The Series is a diversified portfolio that seeks to achieve its objective by investing in a wide range of equity securities of U.S. companies that are traded on major stock exchanges as well as in the over-the-counter market. The Series may engage in futures and options for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The benchmark for the Series is the Wilshire 5000 Index (the "U.S. Equity Benchmark"). The U.S. Equity Benchmark is a broad weighted index which includes all U.S. common stocks. The U.S. Equity Benchmark is designed to provide a representative indication of the capitalization and return for the U.S. equity market. U.S. LARGE CAPITALIZATION EQUITY FUND INVESTMENT OBJECTIVE The U.S. Large Capitalization Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, while controlling risk. Under normal circumstances, at least 65% of the Series' total assets will be invested in large capitalization equity securities of U.S. companies. The Advisor defines large capitalization companies as those with market capitalizations in the upper 65% of the Wilshire 5000 Index 10 at the time of the Series' investment. Companies whose capitalization falls below this level after purchase continue to be considered large capitalization companies. The Series is a non-diversified portfolio as described in "Investment Considerations and Risks-Non Diversified Status." The Series seeks to achieve its objective by investing in a wide range of equity securities of U.S. companies that are traded on major stock exchanges as well as in the over-the-counter market. The Series may engage in futures and options for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risk" and Appendix A in this Prospectus, and in the Statement of Additional Information. The benchmark for the Series is the Standard & Poor's 500 Stock Index (the "U.S. Large Capitalization Equity Benchmark"). The U.S. Large Capitalization Equity Benchmark is a broad weighted index which includes primarily U.S. common stock. The U.S. Large Capitalization Equity Benchmark is designed to provide a representative indication of the capitalization and return for the large capitalization U.S. equity market. U.S. BOND FUND INVESTMENT OBJECTIVE The U.S. Bond Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, while controlling risk. As a matter of fundamental policy, under normal circumstances, the Series intends to invest at least 65% of its total assets in U.S. debt securities with an initial maturity of more than one year. The Series is a diversified portfolio that seeks to achieve its objective by investing primarily in fixed income securities, which may also provide the potential for capital appreciation. The Series may also engage in futures and options transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series may invest in a broad range of fixed income securities, including debt securities of the U.S. government, together with its agencies and instrumentalities and the debt securities of U.S. corporations. A majority of the fixed income securities in which the Series will invest will possess a minimum rating of BBB- by Standard & Poor's Ratings Group ("S&P") or Baa3 by Moody's Investors Services, Inc. ("Moody's") or, if unrated, will be determined to be of comparable quality by Brinson Partners. Such securities are considered to be investment grade. Other fixed income securities in which the Series may invest include zero coupon securities, mortgage-backed securities, asset-backed securities and when-issued securities. The Series may invest a portion of its assets in short-term debt securities (including repurchase and reverse repurchase agreements) of corporations, the U.S. government or its agencies or instrumentalities, and banks and finance companies. The benchmark for the Series is the Salomon Brothers Broad Investment Grade (BIG) Bond Index (the "U.S. Bond Benchmark"). The U.S. Bond Benchmark is a market driven broad based index which includes U.S. bonds with over one year to maturity. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant fixed income securities market. NON-U.S. EQUITY FUND INVESTMENT OBJECTIVE The Non-U.S. Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, by investing primarily in the equity securities of non-U.S. issuers. Under normal conditions, at least 65% of the Series' total assets will be invested in equity securities of issuers in at least three countries other than the United States. In seeking to achieve its investment objective while controlling risk, the Series may invest in a wide range of equity securities, including: American, European and Global Depositary Receipts, common and preferred stock; debt securities convertible into or exchangeable for common stock; and securities such as warrants or rights that are convertible into common stock. The Series may engage in futures, 11 options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a diversified portfolio that seeks to achieve its objective by investing primarily in the equity securities of non-U.S. issuers. The benchmark for the Series is the MSCI Non-U.S. Equity (Free) Index (the "Non- U.S. Equity Benchmark"). The Non-U.S. Equity Benchmark is a market driven broad based index which includes non-U.S. equity markets in terms of capitalization and performance. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant international market. Although it may invest anywhere in the world, it is expected that the Series' assets will be primarily invested in the equity markets included in the MSCI Non-U.S. Equity (Free) Index. INVESTMENT CONSIDERATIONS AND RISKS The following provides information about the types of instruments in which the Funds may invest, strategies employed by Brinson Partners in its attempt to attain each Series' investment objective and a summary of related risks. 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 Series will be able to attain their investment objectives. A complete list of the Series' investment restrictions and more detailed information about the Series' investments are contained in Appendix A in this Prospectus, and in the Statement of Additional Information. EQUITY SECURITIES (GLOBAL FUND, GLOBAL EQUITY FUND, U.S. BALANCED FUND, U.S. EQUITY FUND, U.S. LARGE CAPITALIZATION EQUITY FUND AND NON-U.S. EQUITY FUND) - Equity securities fluctuate in value as a result of various factors, which are often unrelated to the value of the issuer of the securities. These fluctuations may be pronounced. The Global Fund may invest in small market capitalization companies and in equity securities that are considered by the Advisor to be in their post-venture capital stage. These securities may have limited marketability, and therefore, may be more volatile. Fluctuations in the value of the Series' equity investments will affect the value of their shares and thus the Funds' total returns to investors. FIXED INCOME SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND) - All fixed income securities are subject to two types of risks: credit risk and interest rate risk. The credit risk relates to the ability of the issuer to meet interest or principal payments or both as they come due. The interest rate risk refers to the fluctuations in the net asset value of any portfolio of fixed income securities resulting from the inverse relationship between the price and yield of fixed income securities; that is, when the general level of interest rates rises, the prices of outstanding fixed income securities decline, and when interest rates fall, prices rise. FOREIGN SECURITIES AND CURRENCY CONSIDERATIONS (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND) - 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 delayed or may be less frequent than in the United States, which could affect the liquidity of the Series' portfolios. Additionally, in some non-U.S. 12 countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of securities, property or other assets of the Series, political or social instability, or diplomatic developments which could affect U.S. investments in those countries. The Series intend to diversify broadly among countries, but reserve the right to invest a substantial portion of their assets in one or more countries if economic and business conditions warrant such investments. Brinson Partners will take these factors into consideration in managing the Series' investments. Because the Series will keep their books and records in U.S. dollars, the Series will be required, for federal income tax purposes, to account for income and losses on all transactions involving foreign currency under Section 988 of the Internal Revenue Code of 1986, as amended, and the applicable U.S. Treasury Regulations, so that generally any component of a gain or loss attributable to currency fluctuations results in ordinary income or loss and not capital gain or loss. 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. Although 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 they will be able to predict exchange rates accurately. For example, if the Series increase their 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 decrease their exposure to a currency, and the currency's price rises, the Series will lose the opportunity to participate in the currency's appreciation. Each Series will manage currency exposures relative to the normal currency allocation and will consider return and risk of currency exposures relative to its respective Benchmark. In addition, if the currency in which a security is denominated appreciates against the U.S. dollar, the dollar value of the security will increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the security expressed in dollars. On January 1, 1999, the European Monetary Union (the "EMU") plans to introduce a new single currency, the Euro, which will replace the national currencies of participating member nations. If the Series hold investments in nations with currencies replaced by the Euro, the investment process, including trading, foreign exchange, payments, settlements, cash accounts, custody and accounting, will be impacted. Although it is not possible to predict the impact of the Euro on the Series, the transition and the elimination of currency risk among nations participating in the EMU may change the economic environment and behavior of investors, particularly in European markets. The adoption of the Euro does not reduce currency risk presented by fluctuations in value of the U.S. dollar to other currencies and, in fact, currency exchange risk may be magnified. Also, increased market volatility may result. Additional risks that may result include the fact that European issuers in which the Series invest may face substantial conversion costs, which may not be accurately anticipated and may impact issuer profitability and creditworthiness. Brinson Partners has created an interdepartmental team to handle all Euro- related changes to enable the Series to process transactions accurately and completely with minimal disruption to business activities. While there can be no assurance that the Series will not be adversely affected, Brinson Partners and the Trust's service providers are taking steps that they believe are reasonably designed to address the Euro issue. There are additional risks inherent in investing in less developed countries which are applicable to the Global Fund. Compared to the United States and other developed countries, emerging market countries may have relatively unstable governments, economies based on only a few industries, and securities markets that trade only a small number of securities and employ settlement procedures different from those used in the United 13 States. Prices on these exchanges tend to be volatile and, in the past, securities 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. Emerging markets countries such as those in which the Global Fund may invest have historically experienced and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations or currency depreciation, large amounts of external debt, balance of payments and trade difficulties and extreme poverty 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. FOREIGN CURRENCY TRANSACTIONS (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND) - To manage exposure to currency fluctuations, the Series may alter fixed income or money market exposures, enter into forward currency exchange contracts, buy or sell options or 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 their obligations. FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS (ALL SERIES) - The Series may attempt to reduce the overall level of investment risk of particular securities and attempt to protect against adverse market movements by investing in futures, options and other derivative instruments. A derivative instrument is commonly defined as a financial instrument whose performance and value are derived, at least in part, from another source, such as the performance of an underlying asset, a specific security or an index of securities. The derivative instruments in which the Series may invest include the purchase and writing of options on securities (including index options) and options on foreign currencies, investing in futures contracts for the purchase or sale of instruments based on financial indices, including interest rate indices or indices of U.S. or foreign government securities, equity or fixed income securities ("futures contracts"), forward contracts and swaps and swap-related products such as equity index swaps, interest rate swaps, currency swaps, and related caps, collars and floors. The investment in futures, options, forward contracts, swaps and similar strategies by the Series will depend on Brinson Partners' judgment as to the potential risks and rewards of different types of strategies, and it should be recognized that the use of these instruments exposes the Series to additional investment risks and transaction costs. If the Advisor incorrectly analyzes the market conditions or does not employ the appropriate strategy with respect to these instruments, the Series could be left in a less favorable position. For example, gains and losses on investments in futures depend on the Advisor's ability to predict correctly the direction of security prices, interest rates and other economic factors. Additional risks inherent in the use of futures, options and forward contracts include: adverse movements in the prices of securities or currencies being hedged; the possible absence of a liquid secondary market for any particular instrument at any time; and the possible need to defer closing out certain hedge positions to avoid adverse tax consequences. Options and futures can be volatile instruments and may not perform as expected. A Series could experience losses if the prices of its options and futures positions are poorly correlated with its other investments. If a hedge is applied at an inappropriate time or price trends are judged incorrectly, options and futures strategies may lower a Series' return (i.e., options and futures may fail as hedging techniques in cases where the price movements of the securities underlying the options and futures do not follow the price movements of the portfolio securities subject to the hedge). Options and futures traded on foreign exchanges generally are not regulated by U.S. authorities and may offer less liquidity and less protection to a Series in the event of default by the other party to the contract. The loss from investing in futures 14 transactions is potentially unlimited. A Series does not intend to purchase put and call options that are traded on a national stock exchange in an amount exceeding 5% of its net assets. Each Series may invest in derivatives for hedging purposes, to maintain liquidity, or in anticipation of changes in the composition of its portfolio holdings. No Series will engage in derivative investments purely for speculative purposes. A Series will invest in one or more derivatives only to the extent that the instrument under consideration is judged by the Advisor to be consistent with the Series' overall investment objective and policies. In making such judgment, the potential benefits and risks will be considered in relation to the Series' other portfolio investments. Where not specified, investment limitations with respect to a Series' derivative instruments will be consistent with that Series' existing percentage limitations with respect to its overall investment policies and restrictions. The risks and policies of various types of derivative instruments permitted for the Series, including options, futures, forward contracts and applicable interest rate swaps, are described in greater detail in Appendix A in this Prospectus, and in the Statement of Additional Information. NON-DIVERSIFIED STATUS (GLOBAL BOND FUND AND U.S. LARGE CAPITALIZATION EQUITY FUND ONLY) -- Each Series is classified as a "non-diversified" investment company under the Act, which means that the proportion of the Series' assets that may be invested in the securities of a single issuer is not limited by the Act. Since each Series may invest a larger portion of its assets in the securities of a single issuer than investment companies that are classified as diversified funds under the Act, an investment in the Global Bond Fund or in the U.S. Large Capitalization Equity Fund may be subject to greater fluctuations in value than an investment in a diversified fund. MANAGEMENT OF THE TRUST THE BOARD OF TRUSTEES The Trust is a Delaware business trust. Under Delaware law, the Board of Trustees has overall responsibility for managing the business and affairs of the Trust. The Trustees elect the officers of the Trust, who are responsible for administering 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, 1998, over $286 billion, primarily for pension and profit sharing institutional accounts. 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 Bahrain, Basel, Frankfurt, Geneva, Hong Kong, London, Melbourne, New York, Paris, Rio de Janeiro, Singapore, Sydney, Tokyo and Zurich, in addition to its principal office at 209 South LaSalle Street, Chicago, IL 60604-1295. Brinson Partners is a part of the UBS Brinson Division of UBS AG. UBS AG, with headquarters in Basel, Switzerland, is an internationally diversified organization with operations in many aspects of the financial services industry. UBS AG was formed by the merger of Union Bank of Switzerland and Swiss Bank Corporation in June 1998. Brinson Partners also serves as the investment advisor to nine other investment companies: Brinson Relationship Funds, which includes seventeen investment portfolios (series); The Enterprise Group of Funds, Inc. - International Growth Portfolio; Enterprise Accumulation Trust - International Growth Portfolio; Fort Dearborn Income Securities, Inc.; The Hirtle Callaghan International Trust - The International Equity Portfolio; John Hancock Variable Annuity Series Trust - International Balanced Portfolio; Managed Accounts Services Portfolio Trust - Pace Large Company Value Equity Investments; AON Funds - International Equity Fund; and The Republic Funds - Republic Equity Fund. 15 Pursuant to its investment advisory agreements (the "Agreements") with the Trust on behalf of each Series, Brinson Partners is entitled to receive a monthly fee at various annual percentage rates of the Series' average daily net assets, as described below, for providing investment advisory services. Brinson Partners is responsible for paying its own expenses. Pursuant to the Agreements, Brinson Partners is authorized, at its own expense, to obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it does not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. For providing investment advisory services during the fiscal year ended June 30, 1998, Brinson Partners was entitled to receive, under the Agreements, a monthly fee at an annual rate as follows of the average daily net assets of the Funds: Global Fund......................................................... 0.80% Global Equity Fund.................................................. 0.80 Global Bond Fund.................................................... 0.75 U.S. Balanced Fund.................................................. 0.70 U.S. Equity Fund.................................................... 0.70 U.S. Large Capitalization Equity Fund............................... 0.70 U.S. Bond Fund...................................................... 0.50 Non-U.S. Equity Fund................................................ 0.80
The fee payable to Brinson Partners by the Global, Global Equity and Non- U.S. Equity Funds is higher than the advisory fees paid by most other mutual funds, but is comparable to those of other mutual funds with similar investment objectives. The Advisor, however, has irrevocably agreed to waive its fees and reimburse certain expenses so that the total operating expenses of the Brinson Global Fund-Class I, Brinson Global Equity Fund-Class I, Brinson Global Bond Fund-Class I, Brinson U.S. Balanced Fund-Class I, Brinson U.S. Equity Fund-Class I, Brinson U.S. Large Capitalization Equity Fund-Class I, Brinson U.S. Bond Fund-Class I and Brinson Non-U.S. Equity Fund-Class I will never exceed 1.10%, 1.00%, 0.90%, 0.80%, 0.80%, 0.80%, 0.60% and 1.00%, respectively. 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 primarily responsible for making recommendations for portfolio purchases. ADMINISTRATION OF THE TRUST THE UNDERWRITER Funds Distributor, Inc. ("FDI"), 60 State Street, Suite 1300, Boston, MA 02109, was engaged pursuant to an agreement dated February 5, 1997, for the limited purpose of acting as underwriter to facilitate the filing of notices regarding sale of the shares of the Trust under state securities laws and to assist in the sale of shares. The fee for such service is borne by the Advisor. THE ADMINISTRATOR ADMINISTRATIVE, ACCOUNTING, TRANSFER AGENCY AND CUSTODIAN SERVICES The Trust, on behalf of each Series, has entered into a Multiple Services Agreement (the "Services Agreement") with Morgan Stanley Trust Company ("MSTC"), One Pierrepont Plaza, Brooklyn, New York 11201, 16 pursuant to which MSTC is required to provide general administrative, accounting, portfolio valuation, transfer agency and custodian services to the Series, including the coordination and monitoring of any third party service providers. MSTC provides custodian services for the securities and cash of the Series. The custody fee schedule is based primarily on the net amount of assets held during the period for which payment is being made. As authorized under the Services Agreement, MSTC has entered into a Mutual Funds Service Agreement (the "CGFSC Agreement") with Chase Global Funds Services Company ("CGFSC"), a corporate affiliate of The Chase Manhattan Bank, under which CGFSC provides administrative, accounting, portfolio valuation and transfer agency services to the Series. CGFSC's business address is 73 Tremont Street, Boston, Massachusetts 02108-3913. Subject to the supervision of the Board of Trustees of the Trust, MSTC supervises and monitors such services provided by CGFSC. Pursuant to the CGFSC Agreement, CGFSC provides: (1) administrative services, including providing the necessary office space, equipment and personnel to perform administrative and clerical services; preparing, filing and distributing proxy materials, periodic reports to investors, registration statements and other documents; and responding to investor inquiries; (2) accounting and portfolio valuation services, including the daily calculation of each Fund's net asset value and the preparation of certain financial statements; and (3) transfer agency services, including the maintenance of each investor's account records, responding to investors' inquiries concerning accounts, processing purchases and redemptions of each Fund's shares, acting as dividend and distribution disbursing agent and performing other service functions. Shareholder inquiries should be made to the transfer agent at 1-800-448-2430. Also as authorized under the Services Agreement, MSTC has entered into a sub-administration agreement (the "FDI Agreement") with FDI under which FDI provides administrative assistance to the Series with respect to (i) regulatory matters, including regulatory developments and examinations, (ii) all aspects of the Series' day-to-day operations, (iii) office facilities, clerical and administrative services, and (iv) maintenance of books and records. For its administrative, accounting, transfer agency and custodian services, MSTC receives the following as compensation from the Trust on an annual basis: 0.0025% of the average daily U.S. assets of the Trust; 0.0525% of the average daily non-U.S. assets of the Trust; 0.3250% of the average daily emerging markets equity assets of the Trust; and 0.019% of the average daily emerging markets debt assets of the Trust. MSTC receives an additional fee of 0.075% of the average daily net assets of the Trust for administrative duties, the latter subject to the expense limitation applicable to the Trust. No fee (asset based or otherwise) is charged on any investments made by any fund into any other fund sponsored or managed by the Advisor and assets of a fund that are invested in another investment company or series thereof sponsored or managed by the Advisor will not be counted in determining the 0.075% administrative duties fee or the applicability of the expense limitation on such fee. The foregoing fees include all out-of-pocket expenses or transaction charges incurred by MSTC and any third party service provider in providing such services. Pursuant to the CGFSC Agreement and the FDI Agreement, MSTC pays CGFSC and FDI, respectively, for the services that CGFSC and FDI provide to MSTC in fulfilling MSTC's obligations under the Services Agreement. INDEPENDENT AUDITORS Ernst & Young LLP, Chicago, Illinois, are the independent auditors of the Trust. 17 PURCHASE OF SHARES Shares of the Funds may be purchased directly from the Trust at the net asset value next determined after receipt of the order in proper form by the transfer 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 suspend the offering of shares of the Brinson Fund-Class I shares or any Series. The Funds will not accept a check endorsed over by a third-party. The minimum initial investment for Fund shares is $1,000,000. 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 impose minimums for additional investments in any of the Funds at any time. In addition, Brinson Partners may waive the minimum initial investment requirement for any investor. Purchase orders for shares of the Funds 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 Funds' net asset values per share are calculated, are priced according to the net asset value determined on that day. Purchase orders for shares of the Funds 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 Funds reserve the right to change the time at which purchases are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. Under certain circumstances, the Trust has entered into one or more agreements (each, a "Sales Agreement") with brokers, dealers or financial institutions (each, an "Authorized Dealer") under which the Authorized Dealer may directly, or through intermediaries that the Authorized Dealer is authorized to designate under the Sales Agreement (each, a "Sub-designee"), accept purchase and redemption orders that are in "good form" on behalf of the Funds. A Fund will be deemed to have received a purchase order when the Authorized Dealer or Sub-designee accepts the purchase order and such order will be priced at the Fund's net asset value next computed after such order is accepted by the Authorized Dealer or Sub-designee. 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 Funds may be purchased through 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 purchase. Such fees would not otherwise be charged if the shares were purchased directly from the Trust. Brinson Partners, or its affiliates, from its own resources, may compensate broker-dealers or other financial intermediaries ("Service Providers") for marketing, shareholder servicing, recordkeeping and/or other services performed with respect to a Fund's Class I shares. Payments made for any of these purposes may be made from its revenues, its profits or any other sources available to it. When such service arrangements are in effect, they are made generally available to all qualified Service Providers. 18 PURCHASES MAY BE MADE IN ONE OF THE FOLLOWING WAYS:
INITIAL INVESTMENT SUBSEQUENT INVESTMENTS ------------------------------- ------------------------------- MINIMUM $1,000,000 MINIMUM $2,500 BY MAIL . Complete and sign the Account . Make your check payable [LOGO] Application accompanying this to "Brinson_________Fund-Class Prospectus. I." . Make your check payable to . Enclose the remittance "Brinson________Fund-Class I." portion of your account statement and include the amount of investment, the account name and number. . Mail to the address indicated . Mail to the address indicated on the Account Application. on your account statement or enclose in the envelope provided. BY WIRE . Call 1-800-448-2430 to . Wire federal funds to: [LOGO] arrange for a wire THE CHASE MANHATTAN BANK transaction. ABA#021000021 . Wire federal funds within 24 DDA#9102-783504 hours to: FOR: "BRINSON__________FUND- THE CHASE MANHATTAN BANK CLASS I" AND INCLUDE YOUR NAME ABA#021000021 AND ACCOUNT NUMBER. DDA#9102-783504 FOR: "BRINSON_________FUND- CLASS I" AND INCLUDE YOUR NAME AND NEW ACCOUNT NUMBER. . Complete and sign the Account Application and mail to the address indicated on the Account Application immediately following the initial wire transaction. BY TELEPHONE . Call 1-800-448-2430 to . Call 1-800-448-2430 to [LOGO] arrange for a telephone arrange for a telephone transaction. transaction. PURCHASING BY EXCHANGES . You may open a new account . You may purchase additional [LOGO] for a Series of the Trust by shares of a Series of the making an exchange from an Trust by making an exchange existing Brinson Fund-Class I from an existing Brinson Fund- account of any other Series of Class I account of any other the Trust. Exchanges may be Series of the Trust. Exchanges made by mail or telephone. may be made by mail or Call 1-800-448-2430 for telephone. Call 1-800-448-2430 assistance. for assistance. AUTOMATICALLY . Please refer to "Automatic . Please refer to "Automatic Investment Plan" under Investment Plan" under "Account Options" or call 1- "Account Options" or call 1- 800-448-2430 for assistance. 800-448-2430 for assistance.
19 ACCOUNT OPTIONS The following account options are available to shareholders. There are no charges for the programs noted below and an investor may change or terminate these plans at any time by written notice to the Trust. For information about participating in these account options, call the transfer agent at 1-800-448- 2430.
ACCOUNT OPTIONS INSTRUCTIONS ------------------------------ ----------------------------------------------- AUTOMATIC INVESTMENT PLAN . You may have money deducted directly from your checking, savings or bank money market accounts for investment in the Funds each month or quarter. . Complete the Automatic Investment Plan Application, which is available upon request by calling 1-800-448-2430, and mail it to the address indicated. . The initial account must be opened first with the initial $1,000,000 minimum investment, with subsequent minimum investments of $500 pursuant to the Automatic Investment Plan. . The account designated will be debited in the specified amount, on the date indicated, and Fund shares will be purchased. The Trust may alter or terminate the Automatic Investment Plan at any time. SYSTEMATIC WITHDRAWAL PLAN . A shareholder with a minimum account of $1,000,000 may direct the transfer agent to send the shareholder (or anyone the shareholder designates) regular, monthly, quarterly or semi- annual payments. Each payment under a Systematic Withdrawal Plan ("SWP") must be at least $500. Such payments are drawn from share redemptions. . Shareholders participating in the SWP must elect to have their dividends and distributions automatically reinvested in additional Fund shares. . The Trust may terminate any SWP for an account if the value of the account falls below $50,000 as a result of share redemptions or an exchange of shares of a Fund for Brinson Fund-Class I shares of another Series of the Trust. INDIVIDUAL RETIREMENT ACCOUNTS . An IRA is a tax-deferred retirement savings account that may be used by an individual under age 70 1/2 who has compensation or self-employment income and his or her unemployed spouse, or an individual who has received a qualified distribution from his or her employer's retirement plan. . The minimum purchase requirement for IRAs is $2,000.
REDEMPTION OF SHARES Shares of the Funds may be redeemed without charge on any business 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 request meeting the requirements described below. The Trust normally sends redemption proceeds on the next business day but, in any event, redemption proceeds 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 an Account Application. Please note that the shareholder's bank may impose a fee for wire service. The Trust will honor redemption requests of shareholders who recently purchased 20 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 Funds' net asset values per share are calculated are effected that day. The Funds reserve the right to change the time at which purchases are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. 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 account. Shares of the Funds may be redeemed through certain broker-dealers, banks and bank trust departments who 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 redeemed directly from the Trust. Under the Sales Agreement, the Authorized Dealer or Sub-designee is authorized to accept redemption orders on behalf of the Funds. A Fund will be deemed to have received a redemption order when the Authorized Dealer or Sub- designee accepts the redemption order and such order will be priced at the Fund's net asset value next computed after such order is accepted by the Authorized Dealer or Sub-designee. 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 Partners or the Board of Trustees, result in the necessity of a 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 a 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 interests 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 a Series. In-kind payments need not constitute a cross-section of a Series' portfolio. Where a shareholder has requested redemption of all or a part of the shareholder's investment and where a Series computes such redemption in-kind, the Series will not recognize gain or loss for federal tax purposes on the securities used to compute the redemption, 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: BY MAIL . Submit a written request for redemption with: [LOGO] . The Fund's name; . Your Fund account number; . The dollar amount or number of shares to be redeemed; and . Signatures of all persons required to sign for transactions, exactly as their names appear on the Account Application. . To protect your account from fraud, the Fund and its agents may require a signature guarantee for certain redemptions to verify the identity of the person who has authorized a redemption from your account. Please contact the Fund for further information.
21 n Mail to the address indicated on the Account Application. Questions may be directed to the transfer agent at 1-800-448-2430. BY WIRE n This service must be elected either on the LOGO initial application or subsequently arranged in writing. n Shares may be redeemed by instructing the transfer agent by telephone at 1-800-448-2430. n Wire redemption requests must be received by the transfer agent before 4:00 p.m. Eastern time for money to be wired the next business day. BY TELEPHONE 1-800-448- n This service must be elected either on the 2430 initial application or subsequently arranged in = writing. n Shares may be redeemed by instructing the transfer agent by telephone at 1-800-448-2430. n Shares will be sold at the next share price calculated after the order is received and accepted. Share price is normally calculated at 4:00 p.m. Eastern time. AUTOMATICALLY n Please refer to "Systematic Withdrawal Plan" under "Account Options" or call 1-800-448-2430 for assistance.
- ---------- NOTE: The Trust reserves the right to refuse a wire or telephone redemption if it is believed advisable to do so. Procedures for redeeming shares of the Brinson Funds by wire or telephone may be modified or terminated at any time by the Trust. TELEPHONE TRANSACTIONS: Shareholders who wish to initiate purchase, exchange or redemption transactions by telephone must elect the option, as described above. With respect to such telephone transactions, the Funds 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 mother's maiden name) and, if they do not, the Funds 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 transactions initiated by telephone. EXCHANGE OF SHARES: Fund shares may be exchanged for Brinson Fund-Class I shares of any other Series within the Trust. Exchanges will not be permitted between the Brinson Fund-Class I shares and either the UBS Investment Funds class of shares or the Brinson Fund-Class N 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 Account Application. 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 the relative net asset value per share of the Brinson Fund-Class I shares of the Fund from which, and the Fund into which, the exchange is made. Exchanges may be made only for shares of a Series and class then offering its shares for sale in your state of residence and are subject to the 22 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 exchange. 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 (currently 4:00 p.m. Eastern time) on the NYSE on any day that the NYSE is open for regular trading. The Funds reserve the right to change the time at which exchanges are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. TRANSFER OF SECURITIES: At the discretion of the Trust, investors may be permitted to purchase Fund shares by transferring securities to a Series that meet the Series' investment objective and policies. Securities transferred to a Series will be valued 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 a 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 delivered 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 investors' basis therein. Securities will not be accepted in exchange for shares of a Fund unless: (1) such securities are, at the time of the exchange, eligible to be included in the Series' portfolio and current market quotations are readily available for such securities; (2) the investor represents and warrants that all securities offered to be exchanged are not subject to any restrictions upon their sale by the Series under the Securities Act of 1933, as amended, or under the laws of the country in which the principal market for such securities 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. NET ASSET VALUE The net asset value per share for each class of shares of the Series is computed by adding, with respect to each class of shares, the value of a Series' investments, cash and other assets attributable to that class, deducting liabilities of the class and dividing the result by the number of shares of that class outstanding. The public offering price of the shares of each classes' shares, all of which are sold on a continuous basis, is the net asset value of that class. The valuation of assets for determining the net asset value may be summarized as follows: Securities traded on securities exchanges are valued at the last available sale price. Securities that are not traded on a particular day or on an exchange are valued at either (a) the bid price or (b) a valuation within the range considered best to represent value in the circumstances. Price information on listed securities is generally taken from the closing price on the exchange where the security is primarily traded. Valuations of equity securities may be obtained from a pricing service and/or broker- dealers when such prices are believed to reflect fair value of such securities. Use of a pricing service and/or broker-dealers has been approved by the Board of Trustees. Futures contracts are valued at their daily quoted settlement price on the exchange on which they are traded. Forward foreign currency contracts are valued daily using the mean between the bid and asked forward points added to the current exchange rate and an unrealized gain or loss is recorded. The Series realizes a gain or loss upon settlement of the contracts. For valuation purposes, foreign securities initially expressed in foreign currency values will be converted into U.S. dollar values using WM/Reuters closing spot rates as of 4:00 p.m. London time. 23 Securities with a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Fixed income securities having a remaining maturity of over 60 days are valued at market price. Debt securities are valued on the basis of prices provided by a pricing service, or at the bid price where readily available, as long as the bid price, in the opinion of the Advisor, continues to reflect the value of the security. Redeemable securities issued by open-end investment companies are valued using their respective net asset values for purchase orders placed at the close of the NYSE. Securities (including over-the-counter options) for which market quotations are not readily available and other assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Net asset value is determined on each day that the NYSE is open, as of the close of business of the regular session of the NYSE (currently 4:00 p.m. Eastern time). Investments and requests to exchange or redeem shares received by the Series in proper form before such close of business are effective, and will receive the price determined, on that day. Investment, exchange and redemption requests received after such close of business are effective, and will receive the share price determined, on the next business day. The Funds reserve the right to change the time at which purchases, redemptions and exchanges are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. Because of time zone differences, foreign exchanges and securities markets will usually be closed prior to the time of the closing of the NYSE and values of foreign futures and options and foreign securities will be determined as of the earlier closing of such exchanges and securities markets. However, events affecting the values of such foreign securities may occasionally occur between the earlier closings of such exchanges and securities markets and the closing of the NYSE which will not be reflected in the computation of the net asset value of a class of a Series. If an event materially affecting the value of such foreign securities occurs during such period, then such securities will be valued at fair value as determined in good faith by or under the direction of the Board of Trustees. Where a foreign securities market remains open at the time that a Series values its portfolio securities, or closing prices of securities from that market may not be retrieved because of local time differences or other difficulties in obtaining such prices at that time, last sale prices in such market at a point in time most practicable to timely valuation of the Series may be used. 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 Saturday). As a result, the net asset value of a class of a Fund may be significantly affected by such trading on days when shareholders have no access to the Fund. All of the Series' classes of shares will bear pro rata all of the expenses of that Series common to all classes. The net asset value of all outstanding shares of each class of the Series will be computed on a pro rata basis for each outstanding share based on the proportionate participation in the Series represented by the value of shares of 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' proportionate participation in the Series represented by the value of shares of such class, except that the Brinson Fund-Class N and UBS Investment Funds class of shares will bear 12b-1 expenses payable under their respective 12b-1 plans. Due to the specific distribution expenses and other costs that will be allocable to each class, the dividends paid to each class, and related performance, of the Series may vary. The per share net asset value of the Brinson Fund-Class N shares and the UBS Investment Funds class of shares will generally be lower than that of the Brinson Fund-Class I shares of a Series because of the higher expenses borne by the UBS Investment Funds class of shares and the Brinson Fund-Class N shares. It is expected, however, that the net asset value per share of the two classes will tend to converge immediately after the payment of dividends, which will differ by approximately the amount of the service and distribution expenses differential among the classes. 24 DIVIDENDS, DISTRIBUTIONS AND TAXES DIVIDENDS The Series will distribute their net investment income semi-annually in June and December. The Series will distribute annually in December substantially all of their net long-term capital gains and any undistributed net short-term capital 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 their net investment income earned through the end of December and not previously distributed as ordinary (not capital) income. Dividends and other distributions paid by a Series with respect to its Brinson Fund-Class N, Brinson Fund-Class I and UBS Investment Funds class of shares are calculated in the same manner and at the same time. The per share amount of any income dividends will generally differ among the classes only to the extent that the Brinson Fund-Class N and UBS Investment Fund class of shares are subject to separate 12b-1 fees. The per share dividends on UBS Investment Funds class of shares and Brinson Fund-Class N shares will be lower than the per share dividends on the Brinson Fund-Class I shares of each Series as a result of the distribution and service fees applicable with respect to the UBS Investment Funds class of shares and Brinson Fund-Class N shares. Income dividends and capital gain distributions are reinvested automatically in additional Fund shares of the same class of a Series at net asset value, unless the shareholder has notified the transfer agent, in writing, of the shareholder's election to receive them in cash. Distribution options may be changed at any time by requesting a change in writing. 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 current net asset value and the dividend option may be changed from cash to reinvest. Dividends are reinvested on the ex dividend date (the "ex date") at the net asset value determined at the close of business on that date. 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. TAXES Each Series has qualified, and intends to continue to qualify, for taxation as a "regulated investment company" under the Internal Revenue Code of 1986, as amended ("the Code"). Such qualification relieves a Series of liability for federal income taxes to the extent the Series' earnings are distributed in accordance with the Code. Each Series is treated as a separate corporate entity for federal tax purposes. Distributions of any net investment income and of any net realized short- term capital gains are taxable to shareholders as ordinary income. All distributions may be subject to state and local taxes. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) are taxable to shareholders as long-term capital gain regardless of how long a shareholder may have held shares of a Series. The tax treatment of distributions of ordinary income or capital gains will be the same whether the shareholder reinvests the distributions or elects to receive them in cash. A distribution will be treated as paid on December 31 of the current calendar year if it is declared in October, November or December with a record date in such a month and paid during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. Shareholders will be advised annually of the source and tax status of all distributions for federal income tax purposes. Further information regarding the tax consequences of investing in the Series is included in the 25 Statement of Additional Information. The above discussion is intended for general information only. Investors should consult their own tax advisors for more specific information on the tax consequences of particular types of distributions. Redemptions of Series shares, and the exchange of shares between two Series of the Trust, are taxable events and, accordingly, shareholders may realize capital gains or losses on these transactions. Shareholders may be subject to back-up withholding on reportable dividend and redemption payments ("back-up withholding") if a certified taxpayer identification number is not on file with the Series, or if, to the Series' knowledge, an incorrect number has been furnished, or if the Series has been notified by the Internal Revenue Service that an account is subject to back-up withholding. An individual's taxpayer identification number is the individual's social security number. If more than 50% of a 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. A 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 required to include in their gross incomes their pro rata share of foreign taxes paid by the Series. However, shareholders will be able to treat their pro rata share 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 returns. A Series which makes investments in the securities of foreign corporations may make investments in foreign companies that are "passive foreign investment companies" ("PFICs"). These investments in PFICs may cause a Series to pay income taxes and interest charges. If possible, the Series will not invest in PFICs or will adopt other strategies to avoid these taxes and charges. GENERAL INFORMATION ORGANIZATION The Brinson Funds is a Delaware business trust organized pursuant to an Agreement and Declaration of Trust, dated December 1, 1993. The Trust was originally organized as a Maryland corporation on April 14, 1992. On December 1, 1993, the Trust reorganized as a Delaware business trust through a merger of the Maryland corporation into the Trust. The Trust is registered under the Act as an open-end management investment company, commonly known as a mutual fund and consists of eight different Series. The Trustees of the Trust may establish additional series or classes of shares without the approval of shareholders. All of the Series, except the Global Bond Fund, are diversified portfolios. The assets of each Series belong only to that Series, and the liabilities of each Series are borne solely by that Series and no other. DESCRIPTION OF SHARES Each Series is authorized 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 only unissued shares with respect to such series. Shares of each series represent equal proportionate interests in the assets of that series only and have identical voting, dividend, redemption, liquidation, and other rights, except that only shares of each Series' Brinson Fund-Class N and UBS Investment Fund classes shall have voting rights with respect to the Rule 12b-1 plan relating to such 26 classes, respectively, as described below. All shares issued are fully paid and non-assessable, and shareholders have no preemptive or other right to subscribe to any additional shares and no conversion rights. Currently, the Trust offers eight investment portfolios or series-Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund. Three classes of shares are currently issued by the Trust for each Series, the Brinson Fund-Class N, Brinson Fund-Class I and UBS Investment Fund class. Prior to September 15, 1998, the "UBS Investment Funds class" of shares was known as the "SwissKey Fund class." VOTING RIGHTS Each issued and outstanding full and fractional share of a Series is entitled to one full and fractional vote in the Series and all shares of each Series participate equally with regard to dividends, distributions, and liquidations with respect to that Series. Shareholders do not have cumulative voting rights. On any matter submitted to a vote of shareholders, shares of each Series will vote separately except when a vote of shareholders in the aggregate is required by law, or when the Trustees have determined that the matter affects the interests of more than one Series, in which case the shareholders of all such Series shall be entitled to vote thereon. Only the Brinson Fund-Class N shareholders may vote on matters related to the Rule 12b- 1 plan associated with that class and only the UBS Investment Fund class shareholders may vote on matters related to the Rule 12b-1 plan associated with that class. As of August 18, 1998, Wachovia Bank NA held of record more than 25% of the outstanding shares of the Global Equity Fund; Wilmington Trust Co. held of record more than 25% of the outstanding shares of the Global Bond Fund; MAC & Co. held of record more than 25% of the outstanding shares of the U.S. Balanced Fund; Norwest MN held of record more than 25% of the outstanding shares of the U.S. Large Capitalization Equity Fund; Wachovia Bank NA held of record more than 25% of the outstanding shares of the U.S. Bond Fund; The Northern Trust Co. held of record more than 25% of the outstanding shares of the Non-U.S. Equity Fund. A shareholder that holds such a percentage of the outstanding shares of a class may be deemed a controlling person of that class under the Act. SHAREHOLDER MEETINGS The Trustees of the Trust do not intend to hold annual meetings of shareholders of the Series. The SEC, however, requires the Trustees to promptly call a meeting for the purpose of voting upon the question of removal of any Trustee when requested to do so by not less than 10% of the outstanding shareholders of the respective Series. In addition, subject to certain conditions, shareholders of each Series may apply to the Series to communicate with other shareholders to request a shareholders' meeting to vote upon the removal of a Trustee or Trustees. PORTFOLIO TURNOVER (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND) As a result of the investment policies of the Global Fund, Global Bond Fund, U.S. Balanced Fund and U.S. Bond Fund, their portfolio turnover rates may exceed 100%. High portfolio turnover (over 100%) may involve correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Series and ultimately by the Series' shareholders. In addition, high portfolio turnover may result in increased short-term capital gains, which, when distributed to shareholders, are treated as ordinary income for tax purposes. 27 PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS The Trust will attempt to obtain the best overall price and most favorable execution of transactions in portfolio securities. However, subject to policies established by the Board of Trustees of the Trust, a Series may pay a broker-dealer a commission for effecting a portfolio transaction for the Series in excess of the amount of commission another broker-dealer would have charged if Brinson Partners determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such broker-dealer, viewed in terms of that particular transaction or such firm's overall responsibilities with respect to the clients, including the Series, as to which it exercises investment discretion. In selecting and monitoring broker-dealers and negotiating commissions, consideration will be given to a broker-dealer's reliability, the quality of its execution services on a continuing basis and its financial condition. When buying or selling securities, the Series may pay commissions to brokers who are affiliated with the Advisor or the Series. The Series may purchase securities in certain underwritten offerings for which an affiliate of the Series or the Advisor may act as an underwriter. The Series may effect futures transactions through, and pay commissions to, futures commission merchants who are affiliated with the Advisor or the Series in accordance with procedures adopted by the Board of Trustees of the Trust. SHAREHOLDER REPORTS AND INQUIRIES Shareholders will receive semi-annual reports showing portfolio investments and other information as of December 31 and annual reports audited by independent auditors as of June 30. Shareholders with inquiries should call The Brinson Funds at 1-800-448-2430 or write to The Brinson Funds, P.O. Box 2798, Boston, MA 02208-2798. YEAR 2000 ISSUES Like other investment companies, as well as other financial and business organizations around the world, the Trust could be adversely affected if the computer systems used by the Advisor, MSTC, CGFSC and other service providers, in performing their administrative functions for the Trust, do not properly process and calculate date-related information and data as of and after January 1, 2000. This is commonly known as the "Year 2000 Issue." The Year 2000 Issue, and, in particular, foreign service providers' responsiveness to the issue, could affect portfolio and operational areas including securities trade processing, interest and dividend payments, securities pricing, shareholder account services, custody functions and others. The Advisor, MSTC and CGFSC are taking steps that they believe are reasonably designed to address the Year 2000 Issue with respect to computer systems that they use and to obtain reasonable assurances that comparable steps are being taken by the Trust's other service providers. These include identifying those systems that may not function properly after December 31, 1999, and correcting or replacing those systems. In addition, steps include testing the processing of Series data on all systems relied on by the Advisor, MSTC and CGFSC. As of the date of this Prospectus, however, there can be no assurance that these steps will be sufficient to avoid any adverse impact to the Series. PERFORMANCE INFORMATION From time to time, performance information, such as yield or total return, may be quoted in advertisements or in communications to present or prospective shareholders. Performance quotations represent the Funds' past performance 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 a 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 28 maximum net asset value per share on the last day of the period and annualizing the result on a semi-annual compounded basis. The Funds' 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 a Fund. Aggregate total return reflects the total percentage change over the stated period. To help investors better evaluate how an investment in the Brinson Funds might satisfy their investment objectives, advertisements regarding the Funds may discuss yield or total return as reported by various financial publications. Advertisements 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 Analysis; Lipper Mutual Fund Indices; Morgan Stanley Indices; Lehman Brothers Treasury Index; Salomon Brothers Indices; Dow Jones Composite Average or its component indices; Standard & Poor's 500 Stock Index or its component indices; Wilshire Indices; The New York Stock Exchange composite or component indices; CDA Mutual Fund Report; Weisenberger-Mutual Funds Panorama and Investment Companies; Mutual Fund Values and Mutual Fund Service Book, published by Morningstar, Inc.; comparable 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 Funds 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 Funds will not be included in the Brinson Funds' calculations of yield or total return. Further information about the performance of the Funds is included in the Funds' Annual Report dated June 30, 1998, which may be obtained without charge by contacting the Trust at 1-800-448-2430. 29 APPENDIX A INVESTMENT POLICIES AND TECHNIQUES EQUITY SECURITIES (GLOBAL FUND, GLOBAL EQUITY FUND, U.S. BALANCED FUND, U.S. EQUITY FUND, U.S. LARGE CAPITALIZATION EQUITY FUND AND NON-U.S. EQUITY FUND): 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, European and Global depositary receipts ("Depositary Receipts"). The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States. The Series expect their U.S. equity investments to emphasize large and intermediate capitalization companies, although the Global Fund may also invest in small capitalization equity markets. The equity markets in the non-U.S. component of the Series will typically include available shares of larger capitalization companies. Capitalization levels are measured relative to specific markets, thus large, intermediate and small capitalization ranges vary country by country. The Global Fund may invest in equity securities of companies considered by the Advisor to be in their post-venture capital stage, or "post-venture capital companies." A post-venture capital company is a company that has received venture capital financing either (a) during the early stages of the company's existence or the early stages of the development of a new product or service, or (b) as part of a restructuring or recapitalization of the company. The Global Fund also may invest in open-end investment companies advised by Brinson Partners, in equity securities of issuers in emerging markets and in securities with respect to which the return is derived from the equity securities of issuers in emerging markets. FIXED INCOME SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): The Series may invest in a broad range of fixed income 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 maturities, qualities and sectors. A majority of the fixed income securities in which the Series will invest will possess a minimum rating of BBB- by S&P or Baa3 by Moody's or, if unrated, will be determined to be of comparable quality by Brinson Partners. Such securities are considered to be investment grade. 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; and 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- investment grade securities (commonly referred to as "junk bonds"), carry a higher degree of risk and are considered to be speculative by the major credit rating agencies. Each Series currently intends to limit its aggregate investment in non-investment grade debt securities of its U.S. and non-U.S. dollar denominated fixed income assets to no more than 5% of its net assets. To the extent that a security held by a Series is downgraded to below investment grade, the Series will dispose of that or another non-investment grade security so that no more than 5% of its assets will be invested in below investment grade securities. Other fixed income securities in which the Series may invest include zero coupon securities, mortgage-backed securities, asset- backed securities and when-issued securities. The non-U.S. fixed income component of the Series will typically be invested in the securities of non-U.S. governments, governmental agencies and supranational issues. A supranational entity is an entity established or financially supported by the national governments of one or more countries to promote reconstruction or development. Examples of supranational entities include, among others: the World Bank, the European 30 Economic Community, the European Coal and Steel Community, the European Investment Bank, the Inter-American Development Bank, the Export-Import Bank and the Asian Development Bank. The Global Fund may invest in fixed income securities of emerging market issuers, including government and government-related entities (including participation in loans between governments and financial institutions), and of entities organized to restructure outstanding debt securities of developing countries' corporate issuers. CASH AND CASH EQUIVALENTS (ALL SERIES): The Series may invest a portion of their assets in short-term debt securities (including repurchase agreements and reverse repurchase agreements) of corporations, the U.S. government and its agencies and instrumentalities and banks and finance companies, which may be denominated in any currency. When unusual market conditions warrant, a Series may make substantial temporary defensive investments in cash equivalents up to a maximum of 100% of its net assets. Cash equivalent holdings may be in any currency (although such holdings may not constitute "cash or cash equivalents" for tax diversification purposes under the Code). When a Series invests for defensive purposes, it may affect the attainment of the Series' investment objective. Under the terms of an exemptive order issued by the SEC, each Series may invest cash (i) held for temporary defensive purposes; (ii) not invested pending investment in securities; (iii) that is set aside to cover an obligation or commitment of the Series to purchase securities or other assets at a later date; (iv) to be invested on a strategic management basis (i-iv is herein referred to as "Uninvested Cash"); and (v) collateral that it receives from the borrowers of its portfolio securities in connection with the Series' securities lending program, in a series of shares of Brinson Supplementary Trust (the "Supplementary Trust Series"). Brinson Supplementary Trust is a private investment company which has retained the Advisor to manage its investments. The Trustees of the Trust also serve as Trustee of the Brinson Supplementary Trust. The Supplementary Trust Series will invest in U.S. dollar denominated money market instruments having a dollar-weighted average maturity of 90 days or less. A series' investment of Uninvested Cash in shares of the Supplementary Trust Series will not exceed 25% of the Series' total assets. In the event that the Advisor waives 100% of its investment advisory fee with respect to a Series, as calculated monthly, then that series will be unable to invest in the Supplementary Trust Series until additional investment advisory fees are owed by the Series. ZERO COUPON SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): 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 value at maturity or par value. Such bonds carry an additional risk in that, unlike bonds which pay interest throughout the period to maturity, a Series investing in zero coupon securities will realize no cash until the cash payment date and, if the issuer defaults, a Series may obtain no return at all on its investment. The market price of zero coupon securities generally is more volatile than the market price of securities that pay interest periodically and are likely to be more responsive to changes in interest rates than non-zero coupon securities having similar maturities and credit qualities. For federal tax purposes, the Series will be required to include in income daily portions of original issue discount accrued and to distribute the same to shareholders annually, even if no payment is received before the distribution date. MORTGAGE- AND ASSET-BACKED SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): Mortgage-backed securities represent direct or indirect participations in, or are secured by and payable from, pools of mortgage loans secured by real property, and include single- and multi-class pass-through securities and collateralized mortgage obligations. These securities may be issued or guaranteed by agencies or instrumentalities of the U.S. government. Other mortgage-backed securities are issued by private 31 issuers, generally originators of and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers and special purpose entities (collectively, "private lenders"). Mortgage- backed securities issued by private lenders may be supported by pools of mortgage loans or other mortgage-backed securities that are guaranteed, directly or indirectly, by the U.S. government or one of its agencies or instrumentalities, or they may be issued without any governmental guarantee of the underlying mortgage assets but with some form of non-governmental credit enhancement. Asset-backed securities have structural characteristics similar to mortgage- backed securities. However, the underlying assets are not first-lien mortgage loans or interests therein; rather, they include assets such as motor vehicle installment sales contracts, other installment loan contracts, home equity loans, leases of various types of property and receivables from credit card or other revolving credit arrangements. Payments or distributions of principal and interest on asset-backed securities may be supported by non-governmental credit enhancements similar to those utilized in connection with mortgage- backed securities. The yield characteristics of mortgage- and asset-backed securities differ from those of traditional debt obligations. Among the principal differences are that interest and principal payments are made more frequently on mortgage- and asset-backed securities, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time. As a result, the rate of return on these securities may be affected by prepayments of principal on the underlying loans, which generally increase as interest rates decline. As a result, if a Series purchases these securities at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity. Conversely, if a Series purchases these securities at a discount, a prepayment rate that is faster than expected will increase yield to maturity, while a prepayment rate that is slower than expected will reduce yield to maturity. Accelerated prepayments on securities purchased by a Series at a premium also impose a risk of loss of principal because the premium may not have been fully amortized at the time the principal is prepaid in full. In addition, like other debt securities, the values of mortgage-related securities, including government and government-related mortgage pools, generally will fluctuate in response to market interest rates. The market for privately issued mortgage- and asset-backed securities is smaller and less liquid than the market for government sponsored mortgage-backed securities. WHEN-ISSUED SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): The Series may purchase securities on a "when-issued" basis for payment and delivery at a later date. The price is generally fixed on the date of commitment to purchase. During the period between purchase and settlement, no interest accrues to a Series. At the time of settlement, the market value of the security may be more or less than the purchase price. The Series will establish a segregated account consisting of cash, U.S. government securities, equity securities and/or investment and non-investment grade debt securities in accordance with SEC positions. The cash, U.S. government securities, equity securities, investment or non-investment grade debt securities and other assets held in any segregated account maintained by the Series with respect to any when-issued securities, options, futures, forward contracts or other derivative transactions shall be liquid, unencumbered and marked-to-market daily (the assets held in a segregated account are referred to in this Prospectus as "Segregated Assets"), and such Segregated Assets shall be maintained in accordance with pertinent SEC positions. FOREIGN CURRENCY TRANSACTIONS (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND): The Series may conduct their foreign currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange 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 32 may be any fixed number 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 control regulations may affect the costs of currency conversion. The Series may enter into forward contracts for hedging purposes as well as non-hedging purposes. For hedging purposes, a Series may enter into contracts to deliver or receive foreign currency it will receive from or require for its normal investment activities. It may also use contracts in a manner intended to protect foreign currency-denominated securities from declines in value due to unfavorable exchange rate movements. A Series may also enter into contracts with the intent of changing the relative exposure of the Series' portfolio of securities to different currencies to take advantage of anticipated changes in exchange rates. When a Series enters into forward contracts for non-hedging purposes, it will establish a segregated account with its custodian bank in which it will maintain Segregated Assets in accordance with SEC positions. At the maturity of a forward contract, a Series may either sell a portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an "offsetting" contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. A Series may realize a gain or loss from currency transactions. OPTIONS ON CURRENCIES (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND): The Series also may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over- the-counter markets) to manage the respective portfolio's exposure to changes in currency exchange rates. Call options on foreign currency written by a 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 a Series, the Series will establish a segregated account with its custodian bank consisting of Segregated Assets equal in accordance with SEC positions. FUTURES CONTRACTS (ALL SERIES): The Series may enter into contracts for the future purchase or sale of securities and indices. The Global Funds and the Non-U.S. Equity Fund also may enter into contracts for the future purchase or sale of foreign currencies. A financial futures contract is an agreement between two parties to buy or sell a specified debt security at a set price on a future date. An index futures contract is an agreement to take or make delivery of an amount of cash based on the difference between the value of the index at the beginning and at the end of the contract period. A futures contract on a foreign currency is an agreement to buy or sell a specified amount of a currency for a set price on a future date. A Series may enter into a futures contract to the extent that not more than 5% of its assets are required as futures contract margin deposits and its obligations relating to such futures transactions represent not more than 25% of the Series' assets. The Series may also effect futures transactions through futures commission merchants who are affiliated with the Advisor or the Series in accordance with procedures adopted by the Board of Trustees. The Global Fund, Global Equity Fund, Global Bond Fund and Non-U.S. Equity Fund will enter into such 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 United States, on foreign exchanges. OPTIONS (ALL SERIES): 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 Series' may use options traded on U.S. exchanges and, to the extent permitted by law, options traded over-the-counter and recognized foreign exchanges. It is the 33 position of the U.S. Securities and Exchange Commission that over-the-counter options are illiquid. Accordingly, a Series will invest in such options only to the extent consistent with its 15% limit on investment in illiquid securities. REPURCHASE AGREEMENTS (ALL SERIES): The Series may enter into repurchase agreements with banks or broker-dealers. Repurchase agreements are considered under the Act to be collateralized loans by a 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 repurchase agreement should default on its obligation to repurchase the underlying security, the Series may experience delay or difficulty in recovering its cash. To the extent that, in the meantime, the value of the security purchased had decreased, the Series could experience a loss. No more than 15% of a Series' net assets will be invested in illiquid securities, including repurchase agreements which have a maturity of longer than seven days. The Series must treat each repurchase agreement as a security for tax diversification purposes and not as cash, a cash equivalent or as a receivable. BORROWING (ALL SERIES): Each Series is authorized, within specified limits, to borrow money as a temporary defensive measure for extraordinary purposes and to pledge its assets in connection with such borrowings. LOANS OF PORTFOLIO SECURITIES (ALL SERIES): Each Series may loan its portfolio securities to broker-dealers and other institutional investors pursuant to agreements requiring that the loans be continuously secured by collateral equal at all times in value to at least the market value of the securities loaned. The major risk to which a 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, a Series will only enter into loan arrangements after a review of all pertinent factors by Brinson Partners, 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. RULE 144A AND ILLIQUID SECURITIES (ALL SERIES): Each Series may invest up to 15% of its net assets in illiquid securities. Illiquid securities are those securities that are not readily marketable, including restricted securities and repurchase obligations that mature in more than seven days. Certain restricted securities that may be resold to institutional investors pursuant to Rule 144A under the Securities Act of 1933 may be determined to be liquid under guidelines adopted by the Trust's Board of Trustees. INVESTMENT COMPANY SECURITIES (GLOBAL FUND): The Trust has received an exemptive order (the "Exemptive Order") from the SEC which permits each Series to invest its assets in certain portfolios of Brinson Relationship Funds, another registered investment company advised by Brinson Partners. Currently, only the Global Fund intends to invest in the portfolios of Brinson Relationship Funds and only to the extent consistent with Brinson Partners' investment process of allocating assets to specific asset classes. The Global Fund will invest in the portfolios of Brinson Relationship Funds to obtain exposure to the following asset classes: (1) equity and fixed income securities of issuers located in emerging market countries ("Emerging Market Securities"); (2) equity securities issued by companies with relatively small overall market capitalizations ("Small Cap Securities"); and (3) high yield securities ("High Yield Securities"). The Global Fund will invest in corresponding portfolios of Brinson Relationship Funds only to the extent the Advisor determines that such investments are a more efficient means for the Global Fund to gain exposure to the asset classes identified above than by investing directly in individual securities. Thus, to gain exposure to Emerging Market Securities, the Global Fund will invest in the Brinson Emerging Markets Equity Fund and the Brinson Emerging Markets Debt Fund portfolios of Brinson Relationship Funds. To gain exposure to Small Cap Securities and High Yield Securities, the Global Fund will 34 invest in the Brinson Post-Venture Fund and the Brinson High Yield Fund portfolios, respectively, of Brinson Relationship Funds. Each portfolio of Brinson Relationship Funds in which the Global Fund may invest is permitted to invest in the same securities of a particular asset class in which the Global Fund is permitted to invest directly, and with similar risks. RUSSIAN SECURITIES (GLOBAL FUND): The Series may invest in securities of Russian companies. The registration, clearing and settlement of securities transactions in Russia are subject to significant risks not normally associated with securities transactions in the United States and other more developed markets. Ownership of shares of Russian companies is evidenced by entries in a company's share register (except where shares are held through depositories that meet the requirements of the Act) and the issuance of extracts from the register or, in certain limited cases, by formal share certificates. However, Russian share registers are frequently unreliable and the Series could possibly lose its registration through oversight, negligence or fraud. Moreover, Russia lacks a centralized registry to record securities transactions and registrars located throughout Russia or the companies themselves maintain share registers. Registrars are under no obligation to provide extracts to potential purchasers in a timely manner or at all and are not necessarily subject to state supervision. In addition, while registrars are liable under law for losses resulting from their errors, it may be difficult for the Series to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration. Although Russian companies with more than 1,000 shareholders are required by law to employ an independent company to maintain share registers, in practice, such companies have not always followed this law. Because of this lack of independence of registrars, management of a Russian company may be able to exert considerable influence over who can purchase and sell the company's shares by illegally instructing the registrar to refuse to record transactions on the share register. Furthermore, these practices may prevent the Series from investing in the securities of certain Russian companies deemed suitable by the Advisor and could cause a delay in the sale of Russian securities by the Fund if the company deems a purchaser unsuitable, which may expose the Fund to potential loss on its investment. In light of the risks described above, the Board of Trustees of the Series has approved certain procedures concerning the Series' investments in Russian securities. Among these procedures is a requirement that the Series will not invest in the securities of a Russian company unless that issuer's registrar has entered into a contract with the Series' sub-custodian containing certain protective conditions including, among other things, the sub-custodian's right to conduct regular share confirmations on behalf of the Series. This requirement will likely have the effect of precluding investments in certain Russian companies that the Series would otherwise make. For more detailed descriptions of these investment policies and techniques, please refer to the Statement of Additional Information, which is available without charge upon request by calling 1-800-448-2430 35 ---------------------- The Brinson Funds Brinson Global Fund Brinson Global Equity Fund Brinson Global Bond Fund Brinson U.S. Balanced Fund Brinson U.S. Equity Fund Brinson U.S. Large Capitalization Equity Fund Brinson U.S. Bond Fund Brinson Non-U.S. Equity Fund Prospectus September 15, 1998 [BRINSON LOGO APPEARS HERE] Institutional Asset Management ---------------------- The Brinson Funds - ---------------------------------------- 209 South LaSalle Street . Chicago, Illinois 60604-1295 Tel: 1-800-448-2430 [LOGO - THE BRINSON FUNDS] 209 South LaSalle Street Chicago, IL 60604-1295 PROSPECTUS SEPTEMBER 15, 1998 This Prospectus describes the BRINSON FUND-CLASS N SHARES of the investment portfolios offered by The Brinson Funds (the "Trust"). The Trust is an open- end management investment company advised by Brinson Partners, Inc. ("Brinson Partners" or the "Advisor"), which currently offers eight distinct investment portfolios: Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund (each a "Series" and collectively, the "Series"). Each Series offers three separate classes of shares-the Brinson Fund-Class N, the Brinson Fund-Class I and the UBS Investment Funds class. The Brinson Fund- Class N shares of the Series are referred to herein as the: Brinson Global Fund, Brinson Global Equity Fund, Brinson Global Bond Fund, Brinson U.S. Balanced Fund, Brinson U.S. Equity Fund, Brinson U.S. Large Capitalization Equity Fund, Brinson U.S. Bond Fund and Brinson Non-U.S. Equity Fund (each a "Fund" and collectively, the "Brinson Funds" or "Funds"). This Prospectus pertains only to the Brinson Fund-Class N shares, which do not have a sales load, but are subject to annual 12b-1 plan expenses. The Brinson Fund-Class I shares, which are designed primarily for institutional investors, do not have a sales load and are not subject to annual 12b-1 plan expenses. Further information relating to the Brinson Fund-Class I shares may be obtained by calling 1-800-448-2430. The UBS Investment Funds class shares do not have a sales load, but have slightly higher Rule 12b-1 fees and a lower minimum investment requirement. Further information relating to the UBS Investment Funds class shares may be obtained by calling 1-800-794-7753. This Prospectus sets forth concisely the information a prospective investor should know before investing in the Class N shares of any of the Brinson Funds. Investors should read and retain this Prospectus for future reference. Additional information about the Funds and the other classes of shares of the Trust's investment portfolios is contained in the Statement of Additional Information dated September 15, 1998, as amended from time to time, which has been filed with the U.S. Securities and Exchange Commission and is available upon request and without charge from the Trust at the addresses and telephone numbers below. The Statement of Additional Information is incorporated by reference into this Prospectus. The Statement of Additional Information, material incorporated by reference into this Prospectus, and other information regarding the Trust and each of the Series is maintained electronically with the U.S. Securities and Exchange Commission at its Internet Web site (http://www.sec.gov). AN INVESTMENT IN ANY OF THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. AN INVESTMENT IN ANY OF THE FUNDS IS NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. AN INVESTMENT IN ANY SERIES INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. UNDERWRITER: ADVISOR: Funds Distributor, Inc. Brinson Partners, Inc. 60 State Street 209 South LaSalle Street Suite 1300 Chicago, IL 60604-1295 Boston, MA 02109 1-800-448-2430 1-800-448-2430 TABLE OF CONTENTS
PAGE ---- Annual Fund Operating Expenses............................................. 3 Financial Highlights....................................................... 5 Prior Performance of Advisor............................................... 6 Description of the Funds................................................... 8 Investment Objectives and Policies......................................... 8 Global Fund.............................................................. 8 Global Equity Fund....................................................... 9 Global Bond Fund......................................................... 9 U.S. Balanced Fund....................................................... 10 U.S. Equity Fund......................................................... 10 U.S. Large Capitalization Equity Fund.................................... 10 U.S. Bond Fund........................................................... 11 Non-U.S. Equity Fund..................................................... 11 Investment Considerations and Risks........................................ 12 Management of the Trust.................................................... 15 Portfolio Management....................................................... 16 Administration of the Trust................................................ 17 Purchase of Shares......................................................... 18 Account Options............................................................ 20 Redemption of Shares....................................................... 21 Net Asset Value............................................................ 24 Distribution Plan.......................................................... 25 Dividends, Distributions and Taxes......................................... 26 General Information........................................................ 27 Performance Information.................................................... 30 Appendix A................................................................. 31
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 FUNDS 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. ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS) BRINSON FUND-CLASS N SHARES
TOTAL FUND OPERATING EXPENSES (AFTER FEE WAIVER MANAGEMENT FEES 12B-1 OTHER EXPENSES AND/OR EXPENSE (AFTER FEE WAIVER)/1/ EXPENSES/2/ (AFTER REIMBURSEMENT)/1/ REIMBURSEMENT)/1/ --------------------- ----------- ------------------------ ------------------ Global Fund............. 0.80% 0.25% 0.14% 1.19% Global Equity Fund...... 0.78% 0.25% 0.22% 1.25% Global Bond Fund........ 0.69% 0.25% 0.21% 1.15% U.S. Balanced Fund...... 0.69% 0.25% 0.11% 1.05% U.S. Equity Fund........ 0.70% 0.25% 0.10% 1.05% U.S. Large Capitaliza- tion Equity Fund....... 0.00% 0.25% 0.80% 1.05% U.S. Bond Fund.......... 0.26% 0.25% 0.34% 0.85% Non-U.S. Equity Fund.... 0.80% 0.25% 0.20% 1.25%
- ---------- /1/Pursuant to the terms of the Investment Advisory Agreements between the Trust on behalf of each Series and the Advisor, the Advisor is entitled to receive a monthly fee at the following annual rates for each of the Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund: 0.80%, 0.80%, 0.75%, 0.70%, 0.70%, 0.70%, 0.50% and 0.80%, respectively. Brinson Partners has agreed irrevocably to waive its fees and reimburse certain expenses so that total operating expenses, with the exception of 12b-1 expenses, of the Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund will never exceed 1.10%, 1.00%, 0.90%, 0.80%, 0.80%, 0.80%, 0.60% and 1.00%, respectively. Absent these fee waivers and expense reimbursements, the total operating expenses for the Brinson Fund-Class N shares of the Series for the fiscal year ended June 30, 1998 would have been 1.27% Global Equity Fund, 1.21% Global Bond Fund, 1.06% U.S. Balanced Fund, 1.84% U.S. Large Capitalization Fund, and 1.09% U.S. Bond Fund. The fees and expenses for the U.S. Large Capitalization Equity Fund are based on the period from April 6, 1998 (commencement of operations) to June 30, 1998. /2/For purposes of this Table, "12b-1 Expenses" is comprised of an asset-based sales charge of 0.25% of average daily net assets of each Series. See "Distribution Plan." Pursuant to rules of the National Association of Securities Dealers, Inc. ("NASD"), the aggregate initial sales charges, deferred sales charges and asset-based sales charges on shares of the Funds may not exceed 6.25% of total gross sales, subject to certain exclusions. This 6.25% limitation is imposed on the Fund rather than on a per shareholder basis. Therefore, long-term shareholders of the Brinson Funds may pay more than the economic equivalent of the maximum front-end sales charges permitted by the NASD. This amount also includes service fees. 3 EXAMPLE: Based on the level of expenses listed above after fee waivers and reimbursements, the total expenses relating to an investment of $1,000 would be as follows assuming a 5% annual return and redemption at the end of each time period.
NAME OF FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS - ------------ ------ ------- ------- -------- Global Fund..................................... $12 $38 $65 $144 Global Equity Fund.............................. $13 $40 $69 $151 Global Bond Fund................................ $12 $37 $63 $140 U.S. Balanced Fund.............................. $11 $33 $58 $128 U.S. Equity Fund................................ $11 $33 $58 $128 U.S. Large Capitalization Equity Fund........... $11 $33 $58 $128 U.S. Bond Fund.................................. $ 9 $27 $47 $105 Non-U.S. Equity Fund............................ $13 $40 $69 $151
The foregoing table is designed to assist the investor in understanding the various costs and expenses that a shareholder will bear directly or indirectly. - ------------------------------------------------------------------------------- THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, A FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN ACTUAL RETURNS GREATER OR LESS THAN 5%. - ------------------------------------------------------------------------------- 4 FINANCIAL HIGHLIGHTS The selected financial information in the following table has been audited by the Funds' independent auditors, whose unqualified reports thereon (the "Reports") appear in the Funds' Annual Report to Shareholders dated June 30, 1998 (the "Annual Report"). Additional performance and financial data and related notes are contained in the Annual Report, which is available without charge upon request. The Funds' Financial Statements for the fiscal year ending June 30, 1998 and the Reports are incorporated by reference into the Statement of Additional Information. FINANCIAL HIGHLIGHTS--FISCAL YEAR ENDED JUNE 30 The following table presents financial data relating to a share of beneficial interest outstanding throughout the period presented. This information has been derived from the Funds' financial statements.
INCOME (LOSS) FROM INVESTMENT OPERATIONS LESS DISTRIBUTIONS ------------------------------ ----------------------------- DISTRIBU- TOTAL TIONS DISTRIBU- INCOME FROM AND TIONS NET NET NET (LOSS) IN EXCESS FROM AND ASSET ASSETS, NET ASSET NET REALIZED FROM OF NET IN EXCESS VALUE- TOTAL END OF VALUE- INVEST- AND INVEST- INVEST- OF NET TOTAL END RETURN PERIOD BEGINNING MENT UNREALIZED MENT MENT REALIZED DISTRIBU- OF (NON- (IN YEAR OF PERIOD INCOME GAIN (LOSS) OPERATIONS INCOME GAIN TIONS PERIOD ANNUALIZED) 000S) - ---- --------- ------- ----------- ---------- --------- --------- --------- ------ ----------- ------- BRINSON GLOBAL FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ $13.13 0.63 0.32 0.95 (0.63) (0.70) (1.33) $12.75 7.90 % $ 1,163 BRINSON GLOBAL EQUITY FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ $12.76 0.13 0.82 0.95 (0.13) (1.05) (1.18) $12.53 8.60 % $ 1 BRINSON GLOBAL BOND FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ $ 9.64 0.42/2/ (0.20) 0.22 (0.29) (0.17) (0.46) $ 9.40 2.37 % $ 9 BRINSON U.S. BALANCED FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ $12.53 0.47/2/ 0.94 1.41 (0.73) (0.94) (1.67) $12.27 12.15 % $ 1 BRINSON U.S. EQUITY FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ $17.64 0.15 3.37 3.52 (0.15) (1.13) (1.28) $19.88 21.10 % $ 268 BRINSON U.S. LARGE CAPITALIZATION EQUITY FUND-CLASS N (Commencement of Operations April 6, 1998) 1998............ $10.00 0.02 (0.23) (0.21) (0.01) N/A (0.01) $ 9.78 (2.02)% $16,033 BRINSON U.S. BOND FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ $10.24 0.61 0.42 1.03 (0.55) (0.14) (0.69) $10.58 10.30 % $ 1 .BRINSON NON-U.S. EQUITY FUND-CLASS N (Commencement of Operations June 30, 1997)/3/ 1998............ $12.59 0.16 0.29 0.45 (0.16) (0.74) (0.90) $12.14 4.51 % $ 11 RATIOS/SUPPLEMENTAL DATA ----------------------------------------------- RATIO OF NET INVESTMENT RATIO OF EXPENSES INCOME TO AVERAGE NET TO AVERAGE NET ASSETS ASSETS --------------------- ------------------------- AVERAGE BEFORE AFTER BEFORE AFTER COMMIS- EXPENSE EXPENSE EXPENSE EXPENSE PORTFOLIO SION REIMBURSE- REIMBURSE- REIMBURSE- REIMBURSE- TURNOVER RATE PAID YEAR MENT MENT MENT MENT RATE PER SHARE - ---- ---------- ---------- ------------ ------------ --------- --------- BRINSON GLOBAL FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ 1.19% N/A 2.45% N/A 88% $0.0274 BRINSON GLOBAL EQUITY FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ 1.27% 1.25% 1.04% 1.06% 46% $0.0254 BRINSON GLOBAL BOND FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ 1.21% 1.15% 4.22% 4.28% 151% N/A BRINSON U.S. BALANCED FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ 1.06% 1.05% 3.63% 3.64% 194% $0.0549 BRINSON U.S. EQUITY FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ 1.05% N/A 0.87% N/A 42% $0.0469 BRINSON U.S. LARGE CAPITALIZATION EQUITY FUND-CLASS N (Commencement of Operations April 6, 1998) 1998............ 1.84%/1/ 1.05%/1/ 0.27%/1/ 1.06%/1/ 12% $0.0350 BRINSON U.S. BOND FUND-CLASS N (Commencement of Operations June 30, 1997) 1998............ 1.09% 0.85% 5.36% 5.60% 198% N/A .BRINSON NON-U.S. EQUITY FUND-CLASS N (Commencement of Operations June 30, 1997)/3/ 1998............ 1.25% N/A 1.27% N/A 49% $0.0221
- ----- /1/Annualized /2/The net investment income per share data was determined by using average shares outstanding throughout the period. /3/During the year ended June 30, 1998, the Non-U.S. Equity Fund (the "Fund") had total borrowings of $32,600,000 outstanding for 1 day (June 29, 1998) under the Trust's agreement with The Chase Manhattan Bank to provide a 364-day $100 million committed line of credit. The Fund had 36,449,018.679 shares outstanding on June 29, 1998, and the amount of debt per share was $12.05. At June 30, 1998, the Fund had no debt outstanding. N/A=Not Applicable 5 PRIOR PERFORMANCE OF ADVISOR The following table sets forth the Advisor's performance data relating to the historical performance of funds contained within an institutional collective investment trust ("CIT") (described below) managed by the Advisor. Such CITs have investment objectives, policies, strategies and risks substantially similar to those of the various Series of the Trust. The data is provided to illustrate the past performance of the Trust. Advisor in managing investment portfolios which are substantially similar to each applicable Series of the Trust as measured against specified market indices. The performance data of the Class N Shares of each Series of the Trust is also included in the Table. The Advisor adopted the Performance Presentation Standards of the Association for Investment Management and Research (AIMR Standards) as of January 1, 1993. The CIT returns presented in this Prospectus are the responsibility of the Advisor. They are presented in compliance with the Performance Presentation Standards of the Association for Investment Management and Research (AIMR--PPS(TM)). AIMR has not been involved with the preparation or review of these returns. Investment results are time-weighted performance calculations representing total return. Returns are calculated using geometric linking of monthly returns. Each composite is a single entity composite, consisting of the assets of each applicable fund of the Brinson Trust Company Collective Investment Trust for Pension and Profit Sharing Trusts, or its predecessors, which may be a single client. Clients must be an ERISA or governmental employee benefit plan in order to qualify to invest in a CIT. Composites are valued monthly, taking into account cash flows. All realized and unrealized capital gains and losses, as well as all dividends and interest from investments and cash balances, are included. Investment transactions are accounted for on a trade date basis. Total returns for the CIT composites exclude the impact of administrative expenses and the impact of any income taxes an investor might have incurred as a result of taxable ordinary income and capital gains realized by the CIT. The composite for each CIT is composed of all actual fee-paying, discretionary client portfolios invested in the CIT. No alterations of composites as presented here have occurred due to changes in personnel. Accounts of all sizes invested in each CIT are included in composite performance and no minimum account relationship size was set for inclusion in the composites as the individual account size does not impact portfolio management style. CIT's are not subject to certain expenses, investment limitations, diversification requirements and restrictions to which the Series are subject and which are imposed by the Investment Company Act of 1940 (the "Act") and the Internal Revenue Code of 1986, as amended. Had such expenses, limitations, requirements and restrictions been applicable to the CITs, the performance results of the CIT composites could have been adversely affected. The CITs performance presented does not represent the historical performance of the Series and should not be interpreted as indicative of future performance of the Series. 6
AVERAGE ANNUAL -------------------------- ONE TWO THREE FIVE TEN TOTAL RETURNS AS OF JUNE 30, 1998 YEAR YEARS YEARS YEARS YEARS - --------------------------------- ----- ----- ----- ----- ----- Global Securities Portfolio/1/.............. 8.22% 13.58% 14.93% 11.66% 12.40% Brinson Global Fund Class N/2/.............. 7.90 13.21 14.25 11.09 N/A GSMI Mutual Fund Index/3/................... 13.76 15.86 15.72 13.56 12.41 Global Equity with cash Portfolio/1/........ 10.88 16.31 19.47 13.61 12.81 Brinson Global Equity Fund Class N/2/....... 8.60 14.25 18.26 N/A N/A MSCI World Equity (Free) Index/3/, /4/...... 17.18 19.88 19.56 16.02 11.63 Global Bond Portfolio/1/.................... 3.71 5.73 7.89 6.55 9.05 Brinson Global Bond Fund Class N/2/......... 2.37 5.00 7.12 N/A N/A Salomon World Govt Bond Index/3/............ 4.32 4.10 2.84 6.33 8.35 U.S. Balanced Portfolio/1/.................. 12.87 14.64 14.67 12.04 12.69 Brinson U.S. Balanced Fund Class N/2/....... 12.15 13.81 13.70 N/A N/A U.S. Balanced Mutual Fund Index/3/.......... 22.38 22.05 20.83 16.32 14.57 U.S. Equity Portfolio/1/.................... 21.89 27.26 28.66 22.02 19.66 Brinson U.S. Equity Fund Class N/2/......... 21.10 26.37 27.73 N/A N/A Wilshire 5000 Index/3/...................... 28.86 29.09 28.13 21.56 17.61 U.S. Large Capitalization Equity Portfo- lio/1/, /5/................................ 21.41% 28.61% 30.56% 23.49% 20.64% Brinson U.S. Large Capitalization Equity Portfolio Class N/2/, /6/.................. (2.02) N/A N/A N/A N/A S & P 500/3/................................ 30.21 32.37 30.23 23.05 18.55 U.S. Bond Portfolio/1/...................... 10.89 9.89 8.27 7.14 9.40 Brinson U.S. Bond Fund Class N/2/........... 10.30 9.37 N/A N/A N/A Salomon BIG Index/3/........................ 10.59 9.36 7.88 6.91 9.11 Non-U.S. Equity Portfolio/1/................ 5.88 12.99 16.98 12.22 10.93 Brinson Non-U.S. Equity Fund Class N/2/..... 4.51 12.11 15.81 N/A N/A MSCI Non-U.S. Equity (Free) Index/3/, /4/... 6.04 9.77 11.04 10.29 6.98
- ---------- FOOTNOTES: /1Performance/figures for the Advisor's composite accounts are net of advisory fees. Advisory fees are determined by taking the average account size within the fund at June 30, 1998 and applying the standard fee schedule. Performance figures for the Advisor's composite accounts gross of fees would be:
AVERAGE ANNUAL -------------------------- ONE TWO THREE FIVE TEN YEAR YEARS YEARS YEARS YEARS ----- ----- ----- ----- ----- Global Securities Portfolio............... 8.94% 14.30% 15.65% 12.38% 13.12% Global Equity Portfolio................... 11.73 17.16 20.32 14.46 13.66 Global Bond Portfolio..................... 4.28 6.30 8.46 7.12 9.62 U.S. Balanced Portfolio................... 13.59 15.36 15.39 12.76 13.41 U.S. Equity Portfolio..................... 22.47 27.84 29.24 22.60 20.24 U.S. Large Capitalization Equity Portfo- lio........................................ 22.02 29.22 31.17 24.10 21.25 U.S. Bond Portfolio....................... 11.20 10.20 8.58 7.45 9.71 Non-U.S. Equity Portfolio................. 6.59 13.70 17.69 12.93 11.64
/2Total/returns include reinvestment of all capital gain and income distributions. 12b-1 fee applies after June 30, 1997. Inception dates and average annual returns since each Fund's inception date are as follows: Brinson Global Fund, 8/31/92, 11.37%; Brinson Global Equity Fund, 1/31/94, 12.36%; Brinson Global Bond Fund, 7/31/93, 6.42%; Brinson U.S. Balanced Fund, 12/31/94, 15.89%; Brinson U.S. Equity Fund, 2/28/94, 23.03%; Brinson U.S. Large Capitalization Equity Fund, 4/30/98, (0.37)%; Brinson U.S. Bond Fund, 8/31/95, 7.67%; and Brinson Non-U.S. Equity Fund, 8/31/93, 4.51%. /3GSMI/Mutual Fund Index, an un-managed index compiled by the Advisor, constructed as follows: 40% Wilshire 5000 Index; 22% MSCI Non-U.S. Equity (Free) Index; 21% Salomon BIG Bond Index; 9% Salomon Non-U.S. Government Bond Index (unhedged); 2% JP Morgan EMBI+; 3% IFC Investable Index; and 3% High Yield Bond Index. MSCI World Equity (Free) Index is an un-managed market driven broad based index which includes U.S. and non-U.S. equity markets in terms of capitalization and performance. Salomon World Government Bond Index is an un-managed market driven index which measures the broad global fixed income markets invested in debt issues of U.S. and non-U.S. governments, governmental entities and supranationals. U.S. Balanced Mutual Fund Index, an un-managed index compiled by the Advisor, constructed as follows: 65% Wilshire 5000 Index and 35% Salomon Brothers Broad Investment Grade 7 Bond Index. Wilshire 5000 Index is an un-managed broad weighted index which includes all U.S. common stocks. S & P 500 Index is an un-managed index containing common stocks of 500 industrial, transportation, utility and financial companies, regarded as generally representative of the U.S. stock market. Salomon Brothers Broad Investment Grade (BIG) Bond Index is an un- managed market driven broad based index which includes U.S. bonds with over one year to maturity. MSCI Non-U.S. Equity (Free) Index is an un-managed market driven broad based index which includes non-U.S. equity markets in terms of capitalization and performance. /4Beginning/1/31/88 these indices are "free". /5Prior/to 6/30/97, returns represent the large capitalization holdings of the audited U.S. Equity Portfolio (inception date as of 12/31/81). /6Non-annualized/return since commencement of operations 4/6/98. DESCRIPTION OF THE FUNDS The investment objective of each Series is fundamental and may not be changed without the affirmative vote of the holders of a majority of the outstanding voting securities of the Series, as defined in the Act. Unless otherwise stated in this Prospectus or the Statement of Additional Information, each Series' investment policies are not fundamental and may be changed without shareholder approval. There can be no assurance that a Series will achieve its investment objective. None of the Series intends to concentrate its investments in a particular industry. None of the Series intends to issue senior securities as defined in the Act, except that each Series may engage in borrowing activities as defined in Appendix A and in the Statement of Additional Information. Each Series' investment 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). INVESTMENT OBJECTIVES AND POLICIES GLOBAL FUND INVESTMENT OBJECTIVE The Global Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. The Series will attempt to control risk while seeking to achieve its investment objective. As a global fund, at least 65% of the Series' total assets will be invested in securities of issuers in at least three countries, one of which may be the United States. The Series may utilize a wide range of equity, debt and money market securities in domestic and foreign markets, and the Series may invest in other open-end investment companies advised by Brinson Partners. The Series may enter into repurchase agreements and reverse repurchase agreements, and engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Consideration and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a diversified 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 GSMI Mutual Fund Index (the "Global Benchmark"), which is compiled by Brinson Partners. The Global Benchmark consists of eight distinct asset classes representing the primary wealth- holding public securities markets. These asset classes are U.S. equities, non- U.S. equities, emerging markets equities, U.S. bonds, non-U.S. bonds, emerging markets bonds, high yield bonds and cash equivalents. Each asset class is represented in the Global Benchmark by an index compiled by an independent data provider. In order to compile the Global Benchmark, the Advisor determines current relative market capitalizations in the world markets (U.S. equities, non-U.S. equities, emerging markets equities, U.S. bonds, non-U.S. bonds, emerging markets bonds, high yield bonds and cash) and then weights each relevant index. Based on this 8 weighting, the Advisor determines the return of the relative indices, applies the index weighting and then determines the return of the Global 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. Although it may invest anywhere in the world, it is expected that the Series' assets will be primarily invested in equity markets listed in the Morgan Stanley Capital International ("MSCI") World Equity (Free) Index. The Series will primarily invest in fixed income markets listed in the Salomon World Government Bond Index. The Series may invest up to 10% of its net assets in equity and debt securities of emerging market issuers, or securities with respect to which the return is derived from the equity or debt securities of issuers in emerging markets. GLOBAL EQUITY FUND INVESTMENT OBJECTIVE The Global Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. The Series will attempt to control risk while seeking to achieve its investment objective. As a global fund, at least 65% of the Series' total assets will be invested in equity securities of issuers in at least three countries, one of which may be the United States. The Series may utilize a wide range of equity securities that are traded on both domestic and foreign stock exchanges or, in the case of domestic stocks, in the over-the-counter market. The Series may enter into repurchase agreements and reverse repurchase agreements, and engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a diversified portfolio that seeks to achieve its objective by pursuing an active asset allocation strategy across global equity markets, active management of currency exposures and active security selection within each market. The benchmark for the Series is the MSCI World Equity (Free) Index (the "Global Equity Benchmark"). The Global Equity Benchmark is a market driven broad based index which includes U.S. and non-U.S. equity markets in terms of capitalization and performance. The Global Equity Benchmark is designed to provide a representative total return for all major stock exchanges located inside and outside the United States. Although it may invest anywhere in the world, it is expected that the Series' assets will primarily be invested in equity markets listed in the Global Equity Benchmark. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant global market. GLOBAL BOND FUND INVESTMENT OBJECTIVE The Global Bond Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. The Series will attempt to control risk while seeking to achieve its investment objective. As a global fund, at least 65% of the Series' total assets will be invested in debt securities with an initial maturity of more than one year of issuers in at least three countries, one of which may be the United States. The Series seeks to achieve this objective by investing primarily in debt securities that may also provide the potential for capital appreciation. The Series may enter into repurchase agreements and reverse repurchase agreements, and may engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a non-diversified portfolio as described in "Investment Considerations and Risks-Non-Diversified Status." The benchmark for the Series is the Salomon World Government Bond Index (the "Global Bond Benchmark"). The Global Bond Benchmark is a market driven index which measures the broad global fixed 9 income markets invested in debt issues of U.S. and non-U.S. governments, governmental entities and supranationals. Although it may invest anywhere in the world, it is expected that the Series' assets will be primarily invested in fixed income markets listed in the Global Bond Benchmark. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant global fixed income securities market. U.S. BALANCED FUND INVESTMENT OBJECTIVE The U.S. Balanced Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. In seeking to achieve its investment objective, the Series attempts to control risk. Under normal circumstances, the Series will invest at least 25% of its net assets in fixed income securities. The Series may utilize a wide range of equity, debt and money market securities. The Series may also invest in equity securities, including warrants, preferred stock and securities convertible into equity securities. The Series may enter into repurchase agreements and reverse repurchase agreements, and may engage in futures and options for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. It is not the policy of the Series to take unreasonable risks to obtain speculative or aggressively high returns. The Series is a diversified portfolio that seeks to achieve its objective by pursuing active asset allocation strategies across U.S. equity and fixed income markets and active security selection within each market. These decisions are undertaken relative to the U.S. Balanced Mutual Fund Index (the "U.S. Balanced Benchmark"), which is compiled by Brinson Partners. The U.S. Balanced Benchmark represents a fixed composite of 65% Wilshire 5000 Index and 35% Salomon Brothers Broad Investment Grade (BIG) Bond Index. From time to time, the Advisor may substitute an equivalent index within a given asset class when the Advisor believes that such new index more accurately reflects the relevant U.S. market. U.S. EQUITY FUND INVESTMENT OBJECTIVE The U.S. Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, while controlling risk. Under normal circumstances, at least 65% of the Series' total assets will be invested in equity securities of U.S. companies. The Series is a diversified portfolio that seeks to achieve its objective by investing in a wide range of equity securities of U.S. companies that are traded on major stock exchanges as well as in the over-the-counter market. The Series may engage in futures and options for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The benchmark for the Series is the Wilshire 5000 Index (the "U.S. Equity Benchmark"). The U.S. Equity Benchmark is a broad weighted index which includes all U.S. common stocks. The U.S. Equity Benchmark is designed to provide a representative indication of the capitalization and return for the U.S. equity market. U.S. LARGE CAPITALIZATION EQUITY FUND INVESTMENT OBJECTIVE The U.S. Large Capitalization Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, while controlling risk. Under normal circumstances, at least 65% of the Series' total assets will be invested in large capitalization equity securities of U.S. companies. The Advisor defines 10 large capitalization companies as those with market capitalizations in the upper 65% of the Wilshire 5000 Index at the time of the Series' investment. Companies whose capitalization falls below this level after purchase continue to be considered large capitalization companies. The Series is a non- diversified portfolio as described in "Investment Considerations and Risk - Non-Diversified Status." The Series seeks to achieve its objective by investing in a wide range of equity securities of U.S. companies that are traded on major stock exchanges as well as in the over-the-counter market. The Series may engage in futures and options for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The benchmark for the Series is the Standard & Poor's 500 Stock Index (the "U.S. Large Capitalization Equity Benchmark"). The U.S. Large Capitalization Equity Benchmark is a broad weighted index which includes primarily U.S. common stocks. The U.S. Large Capitalization Equity Benchmark is designed to provide a representative indication of the capitalization and return for the large capitalization U.S. equity market. U.S. BOND FUND INVESTMENT OBJECTIVE The U.S. Bond Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, while controlling risk. As a matter of fundamental policy, under normal circumstances, the Series intends to invest at least 65% of its total assets in U.S. debt securities with an initial maturity of more than one year. The Series is a diversified portfolio that seeks to achieve its objective by investing primarily in fixed income securities, which may also provide the potential for capital appreciation. The Series may also engage in futures and options transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series may invest in a broad range of fixed income securities, including debt securities of the U.S. government, together with its agencies and instrumentalities and the debt securities of U.S. corporations. A majority of the fixed income securities in which the Series will invest will possess a minimum rating of BBB- by Standard & Poor's Ratings Group ("S&P") or Baa3 by Moody's Investors Services, Inc. ("Moody's") or, if unrated, will be determined to be of comparable quality by Brinson Partners. Such securities are considered to be investment grade. Other fixed income securities in which the Series may invest include zero coupon securities, mortgage-backed securities, asset-backed securities and when-issued securities. The Series may invest a portion of its assets in short-term debt securities (including repurchase and reverse repurchase agreements) of corporations, the U.S. government or its agencies or instrumentalities, and banks and finance companies. The benchmark for the Series is the Salomon Brothers Broad Investment Grade (BIG) Bond Index (the "U.S. Bond Benchmark"). The U.S. Bond Benchmark is a market driven broad based index which includes U.S. bonds with over one year to maturity. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant fixed income securities market. NON-U.S. EQUITY FUND INVESTMENT OBJECTIVE The Non-U.S. Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, by investing primarily in the equity securities of non-U.S. issuers. Under 11 normal conditions, at least 65% of the Series' total assets will be invested in equity securities of issuers in at least three countries other than the United States. In seeking to achieve its investment objective while controlling risk, the Series may invest in a wide range of equity securities, including: American, European and Global Depositary Receipts, common and preferred stock; debt securities convertible into or exchangeable for common stock; and securities such as warrants or rights that are convertible into common stock. The Series may engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a diversified portfolio that seeks to achieve its objective by investing primarily in the equity securities of non-U.S. issuers. The benchmark for the Series is the MSCI Non-U.S. Equity (Free) Index (the "Non- U.S. Equity Benchmark"). The Non-U.S. Equity Benchmark is a market driven broad based index which includes non-U.S. equity markets in terms of capitalization and performance. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant international market. Although it may invest anywhere in the world, it is expected that the Series' assets will be primarily invested in the equity markets included in the MSCI Non-U.S. Equity (Free) Index. INVESTMENT CONSIDERATIONS AND RISKS The following provides information about the types of instruments in which the Series may invest, strategies employed by Brinson Partners in its attempt to attain each Series' investment objective and a summary of related risks. 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 Series will be able to attain their investment objectives. A complete list of the Series' investment restrictions and more detailed information about the Series' investments are contained in Appendix A in this Prospectus, and in the Statement of Additional Information. EQUITY SECURITIES (GLOBAL FUND, GLOBAL EQUITY FUND, U.S. BALANCED FUND, U.S. EQUITY FUND, U.S. LARGE CAPITALIZATION EQUITY FUND AND NON-U.S. EQUITY FUND) - Equity securities fluctuate in value as a result of various factors, which are often unrelated to the value of the issuer of the securities. These fluctuations may be pronounced. The Global Fund may invest in small market capitalization companies and in equity securities that are considered by the Advisor to be in their post-venture capital stage. These securities may have limited marketability, and therefore, may be more volatile. Fluctuations in the value of the Series' equity investments will affect the value of their shares and thus the Funds' total returns to investors. FIXED INCOME SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND) - All fixed income securities are subject to two types of risks: credit risk and interest rate risk. The credit risk relates to the ability of the issuer to meet interest or principal payments or both as they come due. The interest rate risk refers to the fluctuations in the net asset value of any portfolio of fixed income securities resulting from the inverse relationship between the price and yield of fixed income securities; that is, when the general level of interest rates rises, the prices of outstanding fixed income securities decline, and when interest rates fall, prices rise. FOREIGN SECURITIES AND CURRENCY CONSIDERATIONS (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND) - 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. 12 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 delayed or may be less frequent than in the United States, which could affect the liquidity of the Series' portfolios. Additionally, in some non-U.S. countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of securities, property or other assets of the Series, political or social instability, or diplomatic developments which could affect U.S. investments in those countries. The Series intend to diversify broadly among countries, but reserve the right to invest a substantial portion of their assets in one or more countries if economic and business conditions warrant such investments. Brinson Partners will take these factors into consideration in managing the Series' investments. Because the Series will keep their books and records in U.S. dollars, the Series will be required, for federal income tax purposes, to account for income and losses on all transactions involving foreign currency under Section 988 of the Internal Revenue Code of 1986, as amended, and the applicable U.S. Treasury Regulations, so that generally any component of a gain or loss attributable to currency fluctuations results in ordinary income or loss and not capital gain or loss. 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. Although 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 they will be able to predict exchange rates accurately. For example, if the Series increase their 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 decrease their exposure to a currency, and the currency's price rises, the Series will lose the opportunity to participate in the currency's appreciation. Each Series will manage currency exposures relative to the normal currency allocation and will consider return and risk of currency exposures relative to its respective Benchmark. In addition, if the currency in which a security is denominated appreciates against the U.S. dollar, the dollar value of the security will increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the security expressed in dollars. On January 1, 1999, the European Monetary Union (the "EMU") plans to introduce a new single currency, the Euro, which will replace the national currencies of participating member nations. If the Series hold investments in nations with currencies replaced by the Euro, the investment process, including trading, foreign exchange, payments, settlements, cash accounts, custody and accounting, will be impacted. Although it is not possible to predict the impact of the Euro on the Series, the transition and the elimination of currency risk among nations participating in the EMU may change the economic environment and behavior of investors, particularly in European markets. The adoption of the Euro does not reduce the currency risk presented by fluctuations in value of the U.S. dollar to other currencies and, in fact, currency exchange risk may be magnified. Also, increased market volatility may result. Additional risks that may result include the fact that European issuers in which the Series invest may face substantial conversion costs, which may not be accurately anticipated and may impact issuer profitability and creditworthiness. Brinson Partners has created an interdepartmental team to handle all Euro- related changes to enable the Series to process transactions accurately and completely with minimal disruption to business activities. While there can be no assurance that the Series will not be adversely affected, Brinson Partners and the Trust's service providers are taking steps that they believe are reasonably designed to address the Euro issue. 13 There are additional risks inherent in investing in less developed countries which are applicable to the Global Fund. Compared to the United States and other developed countries, emerging market countries may have relatively unstable governments, economies based on only a few industries, and securities markets that trade only a small number of securities and employ settlement procedures different from those used in the United States. Prices on these exchanges tend to be volatile and, in the past, securities 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. Emerging markets countries such as those in which the Global Fund may invest have historically experienced and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations or currency depreciation, large amounts of external debt, balance of payments and trade difficulties and extreme poverty 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. FOREIGN CURRENCY TRANSACTIONS (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND) - To manage exposure to currency fluctuations, the Series may alter fixed income or money market exposures, enter into forward currency exchange contracts, buy or sell options or 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 their obligations. FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS (ALL SERIES) - The Series may attempt to reduce the overall level of investment risk of particular securities and attempt to protect against adverse market movements by investing in futures, options and other derivative instruments. A derivative instrument is commonly defined as a financial instrument whose performance and value are derived, at least in part, from another source, such as the performance of an underlying asset, a specific security or an index of securities. The derivative instruments in which the Series may invest include the purchase and writing of options on securities (including index options) and options on foreign currencies, investing in futures contracts for the purchase or sale of instruments based on financial indices, including interest rate indices or indices of U.S. or foreign government securities, equity or fixed income securities ("futures contracts"), forward contracts and swaps and swap-related products such as equity index swaps, interest rate swaps, currency swaps, and related caps, collars and floors. The investment in futures, options, forward contracts, swaps and similar strategies by the Series will depend on Brinson Partners' judgment as to the potential risks and rewards of different types of strategies, and it should be recognized that the use of these instruments exposes the Series to additional investment risks and transaction costs. If the Advisor incorrectly analyzes the market conditions or does not employ the appropriate strategy with respect to these instruments, the Series could be left in a less favorable position. For example, gains and losses on investments in futures depend on the Advisor's ability to predict correctly the direction of security prices, interest rates and other economic factors. Additional risks inherent in the use of futures, options and forward contracts include: adverse movements in the prices of securities or currencies being hedged; the possible absence of a liquid secondary market for any particular instrument at any time; and the possible need to defer closing out certain hedge positions to avoid adverse tax consequences. Options and futures can be volatile instruments and may not perform as expected. A Series could experience losses if the prices of its options and futures positions are poorly correlated with its other investments. If a hedge is applied at an inappropriate time or price 14 trends are judged incorrectly, options and futures strategies may lower a Series' return (i.e., options and futures may fail as hedging techniques in cases where the price movements of the securities underlying the options and futures do not follow the price movements of the portfolio securities subject to the hedge). Options and futures traded on foreign exchanges generally are not regulated by U.S. authorities and may offer less liquidity and less protection to a Series in the event of default by the other party to the contract. The loss from investing in futures transactions is potentially unlimited. A Series does not intend to purchase put and call options that are traded on a national stock exchange in an amount exceeding 5% of its net assets. Each Series may invest in derivatives for hedging purposes, to maintain liquidity, or in anticipation of changes in the composition of its portfolio holdings. No Series will engage in derivative investments purely for speculative purposes. A Series will invest in one or more derivatives only to the extent that the instrument under consideration is judged by the Advisor to be consistent with the Series' overall investment objective and policies. In making such judgment, the potential benefits and risks will be considered in relation to the Series' other portfolio investments. Where not specified, investment limitations with respect to a Series' derivative instruments will be consistent with that Series' existing percentage limitations with respect to its overall investment policies and restrictions. The risks and policies of various types of derivative instruments permitted for the Series, including options, futures, forward contracts and applicable interest rate swaps, are described in greater detail in Appendix A in this Prospectus, and in the Statement of Additional Information. NON-DIVERSIFIED STATUS (GLOBAL BOND FUND AND U.S. LARGE CAPITALIZATION EQUITY FUND ONLY) - Each Series is classified as a "non-diversified" investment company under the Act, which means that the proportion of the Series' assets that may be invested in the securities of a single issuer is not limited by the Act. Since each Series may invest a larger portion of its assets in the securities of a single issuer than investment companies that are classified as diversified funds under the Act, an investment in the Global Bond Fund or in the U.S. Large Capitalization Equity Fund may be subject to greater fluctuations in value than an investment in a diversified fund. MANAGEMENT OF THE TRUST THE BOARD OF TRUSTEES The Trust is a Delaware business trust. Under Delaware law, the Board of Trustees has overall responsibility for managing the business and affairs of the Trust. The Trustees elect the officers of the Trust, who are responsible for administering 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, 1998, over $286 billion, primarily for pension and profit sharing institutional accounts. 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 Bahrain, Basel, Frankfurt, Geneva, Hong Kong, London, Melbourne, New York, Paris, Rio de Janeiro, Singapore, Sydney, Tokyo and Zurich, in addition to its principal office at 209 South LaSalle Street, Chicago, IL 60604-1295. Brinson Partners is a part of the UBS Brinson Division of UBS AG. UBS AG, with headquarters in Basel, Switzerland, is an internationally diversified organization with operations in many aspects of the financial services industry. UBS AG was formed by the merger of Union Bank of Switzerland and Swiss Bank Corporation in June 1998. 15 Brinson Partners also serves as the investment advisor to nine other investment companies: Brinson Relationship Funds, which includes seventeen investment portfolios (series); The Enterprise Group of Funds, Inc. - International Growth Portfolio; Enterprise Accumulation Trust - International Growth Portfolio; Fort Dearborn Income Securities, Inc.; The Hirtle Callaghan International Trust - The International Equity Portfolio; John Hancock Variable Annuity Series Trust I - International Balanced Portfolio; Managed Accounts Services Portfolio Trust - Pace Large Company Value Equity Investments; AON Funds - International Equity Fund; and The Republic Funds - Republic Equity Fund. Pursuant to its investment advisory agreements (the "Agreements") with the Trust on behalf of each Series, Brinson Partners is entitled to receive a monthly fee at various annual percentage rates of the Series' average daily net assets, as described below, for providing investment advisory services. Brinson Partners is responsible for paying its own expenses. Pursuant to the Agreements, Brinson Partners is authorized, at its own expense, to obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it does not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. For providing investment advisory services during the fiscal year ended June 30, 1998, Brinson Partners was entitled to receive, under the Agreements, a monthly fee at an annual rate as follows of the average daily net assets of the Funds: Global Fund......................................................... 0.80% Global Equity Fund.................................................. 0.80 Global Bond Fund.................................................... 0.75 U.S. Balanced Fund.................................................. 0.70 U.S. Equity Fund.................................................... 0.70 U.S. Large Capitalization Equity Fund............................... 0.70 U.S. Bond Fund...................................................... 0.50 Non-U.S. Equity Fund................................................ 0.80
The fee payable to Brinson Partners by the Global, Global Equity and Non- U.S. Equity Funds is higher than the advisory fees paid by most other mutual funds, but is comparable to those of other mutual funds with similar investment objectives. The Advisor, however, has irrevocably agreed to waive its fees and reimburse certain expenses so that the total operating expenses, with the exception of 12b-1 expenses, of the Brinson Global Fund-Class N, Brinson Global Equity Fund-Class N, Brinson Global Bond Fund-Class N, Brinson U.S. Balanced Fund-Class N, Brinson U.S. Equity Fund-Class N, Brinson U.S. Large Capitalization Equity Fund-Class N, Brinson U.S. Bond Fund-Class N and Brinson Non-U.S. Equity Fund-Class N will never exceed 1.10%, 1.00%, 0.90%, 0.80%, 0.80%, 0.80%, 0.60% and 1.00%, respectively. 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 primarily responsible for making recommendations for portfolio purchases. 16 ADMINISTRATION OF THE TRUST THE UNDERWRITER Funds Distributor, Inc. ("FDI"), 60 State Street, Suite 1300, Boston, MA 02109, was engaged pursuant to an agreement dated February 5, 1997, for the limited purpose of acting as underwriter to facilitate the filing of notices regarding sale of the shares of the Trust under state securities laws and to assist in the sale of shares. The fee for such service is borne by the Advisor. THE ADMINISTRATOR ADMINISTRATIVE, ACCOUNTING, TRANSFER AGENCY AND CUSTODIAN SERVICES The Trust, on behalf of each Series, has entered into a Multiple Services Agreement (the "Services Agreement") with Morgan Stanley Trust Company ("MSTC"), One Pierrepont Plaza, Brooklyn, New York 11201, pursuant to which MSTC is required to provide general administrative, accounting, portfolio valuation, transfer agency and custodian services to the Series, including the coordination and monitoring of any third party service providers. MSTC provides custodian services for the securities and cash of the Series. The custody fee schedule is based primarily on the net amount of assets held during the period for which payment is being made. As authorized under the Services Agreement, MSTC has entered into a Mutual Funds Service Agreement (the "CGFSC Agreement") with Chase Global Funds Services Company ("CGFSC"), a corporate affiliate of The Chase Manhattan Bank, under which CGFSC provides administrative, accounting, portfolio valuation and transfer agency services to the Series. CGFSC's business address is 73 Tremont Street, Boston, Massachusetts 02108-3913. Subject to the supervision of the Board of Trustees of the Trust, MSTC supervises and monitors such services provided by CGFSC. Pursuant to the CGFSC Agreement, CGFSC provides: (1) administrative services, including providing the necessary office space, equipment and personnel to perform administrative and clerical services; preparing, filing and distributing proxy materials, periodic reports to investors, registration statements and other documents; and responding to investor inquiries; (2) accounting and portfolio valuation services, including the daily calculation of each Fund's net asset value and the preparation of certain financial statements; and (3) transfer agency services, including the maintenance of each investor's account records, responding to investors' inquiries concerning accounts, processing purchases and redemptions of each Fund's shares, acting as dividend and distribution disbursing agent and performing other service functions. Shareholder inquiries should be made to the transfer agent at 1-800-448-2430. Also as authorized under the Services Agreement, MSTC has entered into a sub-administration agreement (the "FDI Agreement") with FDI under which FDI provides administrative assistance to the Series with respect to (i) regulatory matters, including regulatory developments and examinations, (ii) all aspects of the Series' day-to-day operations, (iii) office facilities, clerical and administrative services, and (iv) maintenance of books and records. 17 For its administrative, accounting, transfer agency and custodian services, MSTC receives the following as compensation from the Trust on an annual basis: 0.0025% of the average daily U.S. assets of the Trust; 0.0525% of the average daily non-U.S. assets of the Trust; 0.3250% of the average daily emerging markets equity assets of the Trust; and 0.019% of the average daily emerging markets debt assets of the Trust. MSTC receives an additional fee of 0.075% of the average daily net assets of the Trust for administrative duties, the latter subject to the expense limitation applicable to the Trust. No fee (asset based or otherwise) is charged on any investments made by any fund into any other fund sponsored or managed by the Advisor and assets of a fund that are invested in another investment company or series thereof sponsored or managed by the Advisor will not be counted in determining the 0.075% administrative duties fee or the applicability of the expense limitation on such fee. The foregoing fees include all out-of-pocket expenses or transaction charges incurred by MSTC and any third party service provider in providing such services. Pursuant to the CGFSC Agreement and the FDI Agreement, MSTC pays CGFSC and FDI, respectively, for the services that CGFSC and FDI provide to MSTC in fulfilling MSTC's obligations under the Services Agreement. INDEPENDENT AUDITORS Ernst & Young LLP, Chicago, Illinois, are the independent auditors of the Trust. PURCHASE OF SHARES Shares of the Funds may be purchased directly from the Trust at the net asset value next determined after receipt of the order in proper form by the transfer 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 suspend the offering of shares of the Brinson Fund-Class N shares or any Series. The Funds will not accept a check endorsed over by a third-party. The minimum initial investment for Fund shares is $1,000,000. The minimum initial investment for Individual Retirement Accounts ("IRAs") is $2,000. The Trust reserves the right to vary the initial investment minimum and impose minimums for additional investments in any of the Funds at any time. In addition, Brinson Partners may waive the minimum initial investment requirement for any investor. The Brinson Funds may be purchased through broker-dealers having sales agreements with FDI, or through financial institutions having agency agreements with FDI. There is no sales load or charge in connection with the purchase of shares. The Brinson Fund-Class N shares, however, are subject to annual 12b-1 plan expenses of 0.25% of the Funds' average daily net assets of such shares. [The Brinson Fund-Class N shares may also be marketed directly through the offices of UBS AG. UBS AG has been providing investment advisory services since its formation in . Through its branches and subsidiaries, UBS AG conducts securities research, provides investment advisory services and manages mutual funds in major cities throughout the world, including Amsterdam, Basel, Geneva, Frankfurt, Hong Kong, London, Luxembourg, Monte Carlo, New York, Paris, Singapore, Sydney, Tokyo, Toronto and Zurich.] Purchase orders for shares of the Funds 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 Funds' net asset values per share are calculated, are priced according to the net asset value determined on that day. Purchase orders for shares of the Funds 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 Funds reserve the right to change the time at which purchases are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. 18 Under certain circumstances, the Trust has entered into one or more agreements (each, a "Sales Agreement") with brokers, dealers or financial institutions (each, an "Authorized Dealer") under which the Authorized Dealer may directly, or through intermediaries that the Authorized Dealer is authorized to designate under the Sales Agreement (each, a "Sub-designee"), accept purchase and redemption orders that are in "good form" on behalf of the Funds. A Fund will be deemed to have received a purchase order when the Authorized Dealer or Sub-designee accepts the purchase order and such order will be priced at the Fund's net asset value next computed after such order is accepted by the Authorized Dealer or Sub-designee. 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 Funds may be purchased through 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 purchase. Such fees would not otherwise be charged if the shares were purchased directly from the Trust. Brinson Partners, or its affiliates, from its own resources, may compensate broker-dealers or other financial intermediaries ("Service Providers") for marketing, shareholder servicing, recordkeeping and/or other services performed with respect to a Fund's Class N shares. Payments made for any of these purposes may be made from its revenues, its profits or any other sources available to it. When such service arrangements are in effect, they are made generally available to all qualified Service Providers. PURCHASES MAY BE MADE IN ONE OF THE FOLLOWING WAYS:
INITIAL INVESTMENT SUBSEQUENT INVESTMENTS ------------------------------- ------------------------------- MINIMUM $1,000,000 BY MAIL . Complete and sign the Account . Make your check payable [LOGO] Application accompanying this to "Brinson__________Fund- Class Prospectus. N." . Make your check payable to . Enclose the remittance "Brinson_________Fund- Class portion of your account statement N." and include the amount of . Mail to the address indicated investment, the account name and on the Account Application. number. . Mail to the address indicated on your account statement or enclose in the envelope provided. BY WIRE . Call 1-800-448-2430 to . Wire federal funds to: [LOGO] arrange for a wire THE CHASE MANHATTAN BANK transaction. ABA#021000021 . Wire federal funds within 24 DDA#9102-783504 hours to: FOR: "BRINSON_________FUND-CLASS THE CHASE MANHATTAN BANK N" AND INCLUDE YOUR NAME AND ABA#021000021 ACCOUNT NUMBER. DDA#9102-783504 FOR: "BRINSON_________FUND- CLASS N" AND INCLUDE YOUR NAME AND NEW ACCOUNT NUMBER. . Complete and sign the Account Application and mail to the address indicated on the Account Application immediately following the initial wire transaction.
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INITIAL INVESTMENT SUBSEQUENT INVESTMENTS ------------------------------- ------------------------------- BY TELEPHONE . Call 1-800-448-2430 to . Call 1-800-448-2430 to [LOGO] arrange for a telephone arrange for a telephone transaction. transaction. PURCHASING BY EXCHANGES . You may open a new account . You may purchase additional [LOGO] for a Series of the Trust by shares of a Series of the making an exchange from an Trust by making an exchange existing Brinson Fund-Class N from an existing Brinson Fund- account of any other Series of Class N account of any other the Trust. Exchanges may be Series of the Trust. Exchanges made by mail or telephone. may be made by mail or Call 1-800-448-2430 for telephone. Call 1-800-448-2430 assistance. for assistance. AUTOMATICALLY . Please refer to "Automatic . Please refer to "Automatic Investment Plan" under Investment Plan" under "Account Options" or call 1- "Account Options" or call 1- 800-448-2430 for assistance. 800-448-2430 for assistance.
ACCOUNT OPTIONS The following account options are available to shareholders. There are no charges for the programs noted below and an investor may change or terminate these plans at any time by written notice to the Trust. For information about participating in these account options, call the transfer agent at 1-800-448- 2430.
ACCOUNT OPTIONS INSTRUCTIONS -------------------------- --------------------------------------------------- AUTOMATIC INVESTMENT PLAN . You may have money deducted directly from your checking, savings or bank money market accounts for investment in the Funds each month or quarter. . Complete the Automatic Investment Plan Application which is available by calling 1-800-448-2430 and mail it to the address indicated. . The account must be opened first with the initial $1,000,000 minimum investment, with subsequent investments of $500 pursuant to the Automatic Investment Plan. . The account designated will be debited in the specified amount, on the date indicated, and Fund shares will be purchased. The Trust may alter or terminate the Automatic Investment Plan at any time. SYSTEMATIC WITHDRAWAL PLAN . A shareholder with a minimum account of $1,000,000 may direct the transfer agent to send the shareholder (or anyone the shareholder designates) regular, monthly, quarterly or semi-annual payments. Each payment under a Systematic Withdrawal Plan ("SWP") must be at least $500. Such payments are drawn from share redemptions. . Shareholders participating in the SWP must elect to have their dividends and distributions automatically reinvested in additional Fund shares. . The Trust may terminate any SWP for an account if the value of the account falls below $50,000 as a result of share redemptions or an exchange of shares of a Fund for Brinson Fund-Class N shares of another Series of the Trust.
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ACCOUNT OPTIONS INSTRUCTIONS ------------------------------ ---------------------------------------------- INDIVIDUAL RETIREMENT ACCOUNTS . An IRA is a tax-deferred retirement savings account that may be used by an individual under age 70 1/2 who has compensation or self-employment income and his or her unemployed spouse, or an individual who has received a qualified distribution from his or her employer's retirement plan. . The minimum purchase requirement for IRAs is $2,000.
REDEMPTION OF SHARES Shares of the Funds may be redeemed without charge on any business 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 request meeting the requirements described below. The Trust normally sends redemption proceeds on the next business day but, in any event, redemption proceeds 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 an Account Application. Please note that the shareholder'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 Funds' net asset values per share are calculated are effected that day. The Funds reserve the right to change the time at which redemptions are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. 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 account. Shares of the Funds may be redeemed through certain broker-dealers, banks and bank trust departments who 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 redeemed directly from the Trust. Under the Sales Agreement, the Authorized Dealer or Sub-designee is authorized to accept redemption orders on behalf of the Funds. A Fund will be deemed to have received a redemption order when the Authorized Dealer or Sub- designee accepts the redemption order and such order will be priced at the Fund's net asset value next computed after such order is accepted by the Authorized Dealer or Sub-designee. 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 Partners or the Board of Trustees, result in the necessity of a 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 a 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 interests of the Series. Any portfolio securities paid or distributed in-kind would 21 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 a Series. In-kind payments need not constitute a cross-section of a Series' portfolio. Where a shareholder has requested redemption of all or a part of the shareholder's investment and where a Series computes such redemption in-kind, the Series will not recognize gain or loss for federal tax purposes on the securities used to compute the redemption, 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: BY MAIL n Submit a written request for redemption with: 6 . The Fund's name; . Your Fund account number; . The dollar amount or number of shares to be redeemed; and . Signatures of all persons required to sign for transactions, exactly as their names appear on the Account Application. n To protect your account from fraud, the Fund and its agents may require a signature guarantee for certain redemptions to verify the identity of the person who has authorized a redemption from your account. Please contact the Fund for further information. n Mail to the address indicated on the Account Application. Questions may be directed to the transfer agent at 1-800-448-2430. BY WIRE n This service must be elected either on the LOGO initial application or subsequently arranged in writing. n Shares may be redeemed by instructing the transfer agent by telephone at 1-800-448-2430. n Wire redemption requests must be received by the transfer agent before 4:00 p.m. Eastern time for money to be wired the next business day. BY TELEPHONE 1-800-448- n This service must be elected either on the 2430 initial application or subsequently arranged in = writing. n Shares may be redeemed by instructing the transfer agent by telephone at 1-800-448-2430. n Shares will be sold at the next share price calculated after the order is received and accepted. Share price is normally calculated at 4:00 p.m. Eastern time. AUTOMATICALLY n Please refer to "Systematic Withdrawal Plan" under "Account Options" or call 1-800-448-2430 for assistance.
- ---------- NOTE: The Trust reserves the right to refuse a wire or telephone redemption if it is believed advisable to do so. Procedures for redeeming shares of the Brinson Funds by wire or telephone may be modified or terminated at any time by the Trust. TELEPHONE TRANSACTIONS: Shareholders who wish to initiate purchase, exchange or redemption transactions by telephone must elect the option, as described above. With respect to such telephone transactions, the Funds will ensure that 22 reasonable procedures are used to confirm that instructions communicated by telephone are genuine (including verification of the shareholder's social security number or mother's maiden name) and, if they do not, the Funds 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 transactions initiated by telephone. EXCHANGE OF SHARES: Fund shares may be exchanged for Brinson Fund-Class N shares of any other Series within the Trust. Exchanges will not be permitted between the Brinson Fund-Class N shares and either the UBS Investment Funds class of shares or the Brinson Fund-Class I 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 Account Application. 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 the relative net asset value per share of the Brinson Fund-Class N shares of the Fund from which, and the Fund into which, the exchange is made. Exchanges may be made only for shares of a Series and 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 exchange. 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 (currently 4:00 p.m. Eastern time) on the NYSE on any day that the NYSE is open for regular trading. The Funds reserve the right to change the time at which exchanges are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. TRANSFER OF SECURITIES: At the discretion of the Trust, investors may be permitted to purchase Fund shares by transferring securities to a Series that meet the Series' investment objective and policies. Securities transferred to a Series will be valued 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 a 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 delivered 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 investors' basis therein. Securities will not be accepted in exchange for shares of a Fund unless: (1) such securities are, at the time of the exchange, eligible to be included in the Series' portfolio and current market quotations are readily available for such securities; (2) the investor represents and warrants that all securities offered to be exchanged are not subject to any restrictions upon their sale by the Series under the Securities Act of 1933, as amended, or under the laws of the country in which the principal market for such securities 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. 23 NET ASSET VALUE The net asset value per share for each class of shares of the Series is computed by adding, with respect to each class of shares, the value of a Series' investments, cash and other assets attributable to that class, deducting liabilities of the class and dividing the result by the number of shares of that class outstanding. The public offering price of the shares of each classes' shares, all of which are sold on a continuous basis, is the net asset value of that class. The valuation of assets for determining the net asset value may be summarized as follows: Securities traded on securities exchanges are valued at the last available sale price. Securities that are not traded on a particular day or on an exchange are valued at either (a) the bid price or (b) a valuation within the range considered best to represent value in the circumstances. Price information on listed securities is generally taken from the closing price on the exchange where the security is primarily traded. Valuations of equity securities may be obtained from a pricing service and/or broker- dealers when such prices are believed to reflect fair value of such securities. Use of a pricing service and/or broker-dealers has been approved by the Board of Trustees. Futures contracts are valued at their daily quoted settlement price on the exchange on which they are traded. Forward foreign currency contracts are valued daily using the mean between the bid and asked forward points added to the current exchange rate and an unrealized gain or loss is recorded. The Series realizes a gain or loss upon settlement of the contracts. For valuation purposes, foreign securities initially expressed in foreign currency values will be converted into U.S. dollar values using WM/Reuters closing spot rates as of 4:00 p.m. London time. Securities with a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Fixed income securities having a remaining maturity of over 60 days are valued at market price. Debt securities are valued on the basis of prices provided by a pricing service, or at the bid price where readily available, as long as the bid price, in the opinion of the Advisor, continues to reflect the value of the security. Redeemable securities issued by open-end investment companies are valued using their respective net asset values for purchase orders placed at the close of the NYSE. Securities (including over-the-counter options) for which market quotations are not readily available and other assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Net asset value is determined on each day that the NYSE is open, as of the close of business of the regular session of the NYSE (currently 4:00 p.m. Eastern time). Investments and requests to exchange or redeem shares received by the Series in proper form before such close of business are effective, and will receive the price determined, on that day. Investment, exchange and redemption requests received after such close of business are effective, and will receive the share price determined, on the next business day. The Funds reserve the right to change the time at which purchases, redemptions and exchanges are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. Because of time zone differences, foreign exchanges and securities markets will usually be closed prior to the time of the closing of the NYSE and values of foreign futures and options and foreign securities will be determined as of the earlier closing of such exchanges and securities markets. However, events affecting the values of such foreign securities may occasionally occur between the earlier closings of such exchanges and securities markets and the closing of the NYSE which will not be reflected in the computation of the net asset value of a class of a Series. If an event materially affecting the value of such foreign securities occurs during such period, then such securities will be valued at fair value as determined in good faith by or under the direction of the Board of Trustees. Where a foreign securities market remains open at the time that a Series values its portfolio securities, or closing prices of securities from that market may not be retrieved because of local time differences or other difficulties in obtaining such prices at that time, last sale prices in such market at a point in time most practicable to timely valuation of the Series may be used. 24 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 Saturday). As a result, the net asset value of a class of a Fund may be significantly affected by such trading on days when shareholders have no access to the Fund. All of the Series' classes of shares will bear pro rata all of the expenses of that Series common to all classes. The net asset value of all outstanding shares of each class of the Series will be computed on a pro rata basis for each outstanding share based on the proportionate participation in the Series represented by the value of shares of 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' proportionate participation in the Series represented by the value of shares of such class, except that the Brinson Fund-Class N and UBS Investment Funds class of shares will bear 12b-1 expenses payable under their respective 12b-1 plans. Due to the specific distribution expenses and other costs that will be allocable to each class, the dividends paid to each class, and related performance, of the Series may vary. The per share net asset value of the Brinson Fund-Class N shares and the UBS Investment Funds class of shares will generally be lower than that of the Brinson Fund-Class I shares of a Series because of the higher expenses borne by the UBS Investment Funds class of shares and the Brinson Fund-Class N shares. It is expected, however, that the net asset value per share of the two classes will tend to converge immediately after the payment of dividends, which will differ by approximately the amount of the service and distribution expenses differential among the classes. DISTRIBUTION PLAN The Board of Trustees of the Trust has adopted a distribution plan (the "Plan") pursuant to Rule 12b-1 under the Act for the Brinson Fund-Class N shares. The Plan permits each Series to reimburse FDI, Brinson Partners and others from the assets of the Brinson Fund-Class N shares a quarterly fee for services and expenses incurred in distributing and promoting sales of the Brinson Fund-Class N shares. These expenses include, but are not limited to, preparing and distributing advertisements and sales literature, printing prospectuses and reports used for sales purposes, and paying distribution and maintenance fees to brokers, dealers and others in accordance with a selling agreement with the Trust on behalf of the Brinson Fund-Class N shares or FDI. In addition, each Series may make payments directly to FDI for payment to dealers or others, or directly to others, such as banks, who assist in the distribution of the Brinson Fund-Class N shares or provide services with respect to the Brinson Fund-Class N shares. UBS AG, or one of its affiliates, pursuant to a selected dealer agreement, may provide additional compensation to securities dealers from its own resources in connection with sales of the Brinson Fund-Class N shares of the Series. The aggregate distribution fees paid by the Series from the assets of the respective Brinson Fund-Class N shares to FDI and others under the Plan may not exceed 0.25% of a Fund's average daily net assets in any year. The Plan applies only to the Brinson Fund-Class N shares of each Series. Shares of other classes are not included in calculating the Plan's fees and the Plan is not used to assist in the distribution and marketing of each Series' UBS Investment Funds class of shares or Brinson Fund-Class I shares. All payments made by the Brinson Fund-Class N shares of a Series pursuant to the Plan shall be made for the purpose of selling shares issued by the Brinson Fund-Class N of the Series. Distribution expenses which are attributable to a particular class of a Series will be charged against the assets of that class of that Series. Distribution expenses which are attributable to more than one class or Series will be allocated among the classes or Series, in proportion to their relative net assets. 25 The quarterly fees paid to FDI under the Plan are subject to the review and approval by the Trust's Trustees who are not "interested persons" of the Advisor or FDI (as defined in the Act) and who may reduce the fees or terminate the Plan at any time. DIVIDENDS, DISTRIBUTIONS AND TAXES DIVIDENDS The Series will distribute their net investment income semi-annually in June and December. The Series will distribute annually in December substantially all of their net long-term capital gains and any undistributed net short-term capital 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 their net investment income earned through the end of December and not previously distributed as ordinary (not capital) income. Dividends and other distributions paid by a Series with respect to its Brinson Fund-Class N, Brinson Fund-Class I and UBS Investment Funds class of shares are calculated in the same manner and at the same time. The per share amount of any income dividends will generally differ among the classes only to the extent that the Brinson Fund-Class N and UBS Investment Funds class of shares are subject to separate 12b-1 fees. The per share dividends on UBS Investment Funds class of shares and Brinson Fund-Class N shares will be lower than the per share dividends on the Brinson Fund-Class I shares of each Series as a result of the distribution and service fees applicable with respect to the UBS Investment Funds class of shares and Brinson Fund-Class N shares. Income dividends and capital gain distributions are reinvested automatically in additional Fund shares of the same class of Series at net asset value, unless the shareholder has notified the transfer agent, in writing, of the shareholder's election to receive them in cash. Distribution options may be changed at any time by requesting a change in writing. 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 current net asset value and the dividend option may be changed from cash to reinvest. Dividends are reinvested on the ex dividend date (the "ex date") at the net asset value determined at the close of business on that date. 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. TAXES Each Series has qualified, and intends to continue to qualify, for taxation as a "regulated investment company" under the Internal Revenue Code of 1986, as amended ("the Code"). Such qualification relieves a Series of liability for federal income taxes to the extent the Series' earnings are distributed in accordance with the Code. Each Series is treated as a separate corporate entity for federal tax purposes. Distributions of any net investment income and of any net realized short- term capital gains are taxable to shareholders as ordinary income. All distributions may be subject to state and local taxes. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) are taxable to shareholders as long-term capital gain regardless of how long a shareholder may have held shares of a Series. The tax treatment of distributions of ordinary income or capital gains will be the same whether the shareholder reinvests the distributions or elects to receive them in cash. A distribution will be treated as paid on 26 December 31 of the current calendar year if it is declared in October, November or December with a record date in such a month and paid during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. Shareholders will be advised annually of the source and tax status of all distributions for federal income tax purposes. Further information regarding the tax consequences of investing in the Series is included in the Statement of Additional Information. The above discussion is intended for general information only. Investors should consult their own tax advisors for more specific information on the tax consequences of particular types of distributions. Redemptions of Series shares, and the exchange of shares between two Series of the Trust, are taxable events and, accordingly, shareholders may realize capital gains or losses on these transactions. Shareholders may be subject to back-up withholding on reportable dividend and redemption payments ("back-up withholding") if a certified taxpayer identification number is not on file with the Series, or if, to the Series' knowledge, an incorrect number has been furnished, or if the Series has been notified by the Internal Revenue Service that an account is subject to back-up withholding. An individual's taxpayer identification number is the individual's social security number. If more than 50% of a 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. A 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 required to include in their gross incomes their pro rata share of foreign taxes paid by the Series. However, shareholders will be able to treat their pro rata share 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 returns. A Series which makes investments in the securities of foreign corporations may make investments in foreign companies that are "passive foreign investment companies" ("PFICs"). These investments in PFICs may cause a Series to pay income taxes and interest charges. If possible, the Series will not invest in PFICs or will adopt other strategies to avoid these taxes and charges. GENERAL INFORMATION ORGANIZATION The Brinson Funds is a Delaware business trust organized pursuant to an Agreement and Declaration of Trust, dated December 1, 1993. The Trust was originally organized as a Maryland corporation on April 14, 1992. On December 1, 1993, the Trust reorganized as a Delaware business trust through a merger of the Maryland corporation into the Trust. The Trust is registered under the Act as an open-end management investment company, commonly known as a mutual fund and consists of eight different Series. The Trustees of the Trust may establish additional series or classes of shares without the approval of shareholders. All of the Series, except the Global Bond Fund and the U.S. Large Capitalization Equity Fund, are diversified portfolios. The assets of each Series belong only to that Series, and the liabilities of each Series are borne solely by that Series and no other. DESCRIPTION OF SHARES Each Series is authorized 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 27 shares of beneficial interest and to classify or reclassify only unissued shares with respect to such series. Shares of each series represent equal proportionate interests in the assets of that series only and have identical voting, dividend, redemption, liquidation, and other rights, except that only shares of each Series' Brinson Fund-Class N and UBS Investment Funds class of shares shall have voting rights with respect to the Rule 12b-1 plan relating to such classes, respectively, as described below. All shares issued are fully paid and non-assessable, and shareholders have no preemptive or other right to subscribe to any additional shares and no conversion rights. Currently, the Trust offers eight investment portfolios or series-Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund. Three classes of shares are currently issued by the Trust for each Series, the Brinson Fund-Class N, Brinson Fund-Class I and UBS Investment Funds class of shares. Prior to September 15, 1998, the "UBS Investment Funds class" was known as the "SwissKey Fund class." VOTING RIGHTS Each issued and outstanding full and fractional share of a Series is entitled to one full and fractional vote in the Series and all shares of each Series participate equally with regard to dividends, distributions, and liquidations with respect to that Series. Shareholders do not have cumulative voting rights. On any matter submitted to a vote of shareholders, shares of each Series will vote separately except when a vote of shareholders in the aggregate is required by law, or when the Trustees have determined that the matter affects the interests of more than one Series, in which case the shareholders of all such Series shall be entitled to vote thereon. Only the Brinson Fund-Class N shareholders may vote on matters related to the Plan associated with that class and only the UBS Investment Funds shareholders may vote on matters related to the 12b-1 plan associated with that class of shares. As of August 18, 1998, Emjayco held of record more than 25% of the outstanding shares of the Global Fund; Brinson Partners, Inc. held of record more than 25% of the outstanding shares of the Global Equity Fund; Emjayco held of record more than 25% of the outstanding shares of the Global Bond Fund; Brinson Partners, Inc. held of record more than 25% of the outstanding shares of the U.S. Balanced Fund; Merrill Lynch Trust Co. held of record more than 25% of the outstanding shares of the U.S. Equity Fund; National Financial Services Corporation held of record more than 25% of the outstanding shares of the U.S. Large Capitalization Equity Fund; Brinson Partners, Inc. held of record more than 25% of the outstanding shares of the U.S. Bond Fund; Emjayco held of record more than 25% of the outstanding shares of the Non-U.S. Equity Fund. A shareholder that holds such a percentage of the outstanding shares of a class may be deemed a controlling person of that class under the Act. SHAREHOLDER MEETINGS The Trustees of the Trust do not intend to hold annual meetings of shareholders of the Series. The SEC, however, requires the Trustees to promptly call a meeting for the purpose of voting upon the question of removal of any Trustee when requested to do so by not less than 10% of the outstanding shareholders of the respective Series. In addition, subject to certain conditions, shareholders of each Series may apply to the Series to communicate with other shareholders to request a shareholders' meeting to vote upon the removal of a Trustee or Trustees. PORTFOLIO TURNOVER (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND) As a result of the investment policies of the Global Fund, Global Bond Fund, U.S. Balanced Fund and U.S. Bond Fund, their portfolio turnover rates may exceed 100%. High portfolio turnover (over 100%) may involve 28 correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Series and ultimately by the Series' shareholders. In addition, high portfolio turnover may result in increased short-term capital gains which, when distributed to shareholders, are treated as ordinary income for tax purposes. PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS The Trust will attempt to obtain the best overall price and most favorable execution of transactions in portfolio securities. However, subject to policies established by the Board of Trustees of the Trust, a Series may pay a broker- dealer a commission for effecting a portfolio transaction for the Series in excess of the amount of commission another broker-dealer would have charged if Brinson Partners determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such broker-dealer, viewed in terms of that particular transaction or such firm's overall responsibilities with respect to the clients, including the Series, as to which it exercises investment discretion. In selecting and monitoring broker-dealers and negotiating commissions, consideration will be given to a broker-dealer's reliability, the quality of its execution services on a continuing basis and its financial condition. When buying or selling securities, the Series may pay commissions to brokers who are affiliated with the Advisor or the Series. The Series may purchase securities in certain underwritten offerings for which an affiliate of the Series or the Advisor may act as an underwriter. The Series may effect futures transactions through, and pay commissions to, futures commission merchants who are affiliated with the Advisor or the Series in accordance with procedures adopted by the Board of Trustees of the Trust. SHAREHOLDER REPORTS AND INQUIRIES Shareholders will receive semi-annual reports showing portfolio investments and other information as of December 31 and annual reports audited by independent auditors as of June 30. Shareholders with inquiries should call The Brinson Funds at 1-800-448-2430 or write to The Brinson Funds, P.O. Box 2798, Boston, MA 02208-2798. YEAR 2000 ISSUES Like other investment companies, as well as other financial and business organizations around the world, the Trust could be adversely affected if the computer systems used by the Advisor, MSTC, CGFSC and other service providers, in performing their administrative functions for the Trust, do not properly process and calculate date-related information and data as of and after January 1, 2000. This is commonly known as the "Year 2000 Issue." The Year 2000 Issue, and, in particular, foreign service providers' responsiveness to the issue, could affect portfolio and operational areas including securities trade processing, interest and dividend payments, securities pricing, shareholder account services, custody functions and others. The Advisor, MSTC and CGFSC are taking steps that they believe are reasonably designed to address the Year 2000 Issue with respect to computer systems that they use and to obtain reasonable assurances that comparable steps are being taken by the Trust's other service providers. These include identifying those systems that may not function properly after December 31, 1999, and correcting or replacing those systems. In addition, steps include testing the processing of Series data on all systems relied on by the Advisor, MSTC and CGFSC. As of the date of this Prospectus, however, there can be no assurance that these steps will be sufficient to avoid any adverse impact to the Series. 29 PERFORMANCE INFORMATION From time to time, performance information, such as yield or total return, may be quoted in advertisements or in communications to present or prospective shareholders. Performance quotations represent the Funds' past performance 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 a 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 Funds' 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 a Fund. Aggregate total return reflects the total percentage change over the stated period. To help investors better evaluate how an investment in the Brinson Funds might satisfy their investment objectives, advertisements regarding the Funds may discuss yield or total return as reported by various financial publications. Advertisements 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 Analysis; Lipper Mutual Fund Indices; Morgan Stanley Indices; Lehman Brothers Treasury Index; Salomon Brothers Indices; Dow Jones Composite Average or its component indices; Standard & Poor's 500 Stock Index or its component indices; Wilshire Indices; The New York Stock Exchange composite or component indices; CDA Mutual Fund Report; Weisenberger-Mutual Funds Panorama and Investment Companies; Mutual Fund Values and Mutual Fund Service Book, published by Morningstar, Inc.; comparable 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 Funds 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 Funds will not be included in the Brinson Funds' calculations of yield or total return. Further information about the performance of the Funds is included in the Funds' Annual Report dated June 30, 1998, which may be obtained without charge by contacting the Trust at 1-800-448-2430. 30 APPENDIX A INVESTMENT POLICIES AND TECHNIQUES EQUITY SECURITIES (GLOBAL FUND, GLOBAL EQUITY FUND, U.S. BALANCED FUND, U.S. EQUITY FUND, U.S. LARGE CAPITALIZATION EQUITY FUND, AND NON-U.S. EQUITY FUND): 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, European and Global depositary receipts ("Depositary Receipts"). The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States. The Series expect their U.S. equity investments to emphasize large and intermediate capitalization companies, although the Global Fund may also invest in small capitalization equity markets. The equity markets in the non-U.S. component of the Series will typically include available shares of larger capitalization companies. Capitalization levels are measured relative to specific markets, thus large, intermediate and small capitalization ranges vary country by country. The Global Fund may invest in equity securities of companies considered by the Advisor to be in their post-venture capital stage, or "post-venture capital companies." A post-venture capital company is a company that has received venture capital financing either (a) during the early stages of the company's existence or the early stages of the development of a new product or service, or (b) as part of a restructuring or recapitalization of the company. The Global Fund also may invest in open-end investment companies advised by Brinson Partners, in equity securities of issuers in emerging markets and in securities with respect to which the return is derived from the equity securities of issuers in emerging markets. FIXED INCOME SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): The Series may invest in a broad range of fixed income 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 maturities, qualities and sectors. A majority of the fixed income securities in which the Series will invest will possess a minimum rating of BBB- by S&P or Baa3 by Moody's or, if unrated, will be determined to be of comparable quality by Brinson Partners. Such securities are considered to be investment grade. 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; and 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- investment grade securities (commonly referred to as "junk bonds"), carry a higher degree of risk and are considered to be speculative by the major credit rating agencies. Each Series currently intends to limit its aggregate investment in non-investment grade debt securities of its U.S. and non-U.S. dollar denominated fixed income assets to no more than 5% of its net assets. To the extent that a security held by a Series is downgraded to below investment grade, the Series will dispose of that or another non-investment grade security so that no more than 5% of its assets will be invested in below investment grade securities. Other fixed income securities in which the Series may invest include zero coupon securities, mortgage-backed securities, asset- backed securities and when-issued securities. The non-U.S. fixed income component of the Series will typically be invested in the securities of non-U.S. governments, governmental agencies and supranational issues. A supranational entity is an entity established or financially supported by the national governments of one or more countries to promote reconstruction or development. Examples of supranational entities include, among others: the World Bank, the European 31 Economic Community, the European Coal and Steel Community, the European Investment Bank, the Inter-American Development Bank, the Export-Import Bank and the Asian Development Bank. The Global Fund may invest in fixed income securities of emerging market issuers, including government and government-related entities (including participation in loans between governments and financial institutions), and of entities organized to restructure outstanding debt securities of developing countries' corporate issuers. CASH AND CASH EQUIVALENTS (ALL SERIES): The Series may invest a portion of their assets in short-term debt securities (including repurchase agreements and reverse repurchase agreements) of corporations, the U.S. government and its agencies and instrumentalities and banks and finance companies, which may be denominated in any currency. When unusual market conditions warrant, a Series may make substantial temporary defensive investments in cash equivalents up to a maximum of 100% of its net assets. Cash equivalent holdings may be in any currency (although such holdings may not constitute "cash or cash equivalents" for tax diversification purposes under the Code). When a Series invests for defensive purposes, it may affect the attainment of the Series' investment objective. Under the terms of an exemptive order issued by the SEC, each Series may invest cash (i) held for temporary defensive purposes; (ii) not invested pending investment in securities; (iii) that is set aside to cover an obligation or commitment of the Series to purchase securities or other assets at a later date; (iv) to be invested on a strategic management basis (i-iv is herein referred to as "Uninvested Cash"); and (v) collateral that it receives from the borrowers of its portfolio securities in connection with the Series' securities lending program, in a series of shares of Brinson Supplementary Trust (the "Supplementary Trust Series"). Brinson Supplementary Trust is a private investment company which has retained the Advisor to manage its investments. The Trustees of the Trust also serve as Trustees of the Brinson Supplementary Trust. The Supplementary Trust Series will invest in U.S. dollar denominated money market instruments having a dollar-weighted average maturity of 90 days or less. A Series' investment of Uninvested Cash in shares of the Supplementary Trust Series will not exceed 25% of the Series' total assets. In the event that the Advisor waives 100% of its investment advisory fee with respect to a Series, as calculated monthly, then that Series will be unable to invest in the Supplementary Trust Series until additional investment advisory fees are owed by the Series. ZERO COUPON SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): 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 value at maturity or par value. Such bonds carry an additional risk in that, unlike bonds which pay interest throughout the period to maturity, a Series investing in zero coupon securities will realize no cash until the cash payment date and, if the issuer defaults, a Series may obtain no return at all on its investment. The market price of zero coupon securities generally is more volatile than the market price of securities that pay interest periodically and are likely to be more responsive to changes in interest rates than non-zero coupon securities having similar maturities and credit qualities. For federal tax purposes, the Series will be required to include in income daily portions of original issue discount accrued and to distribute the same to shareholders annually, even if no payment is received before the distribution date. MORTGAGE- AND ASSET-BACKED SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): Mortgage-backed securities represent direct or indirect participations in, or are secured by and payable from, pools of mortgage loans secured by real property, and include single- and multi-class pass-through securities and collateralized mortgage obligations. These securities may be issued or guaranteed by 32 agencies or instrumentalities of the U.S. government. Other mortgage-backed securities are issued by private issuers, generally originators of and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers and special purpose entities (collectively, "private lenders"). Mortgage-backed securities issued by private lenders may be supported by pools of mortgage loans or other mortgage-backed securities that are guaranteed, directly or indirectly, by the U.S. government or one of its agencies or instrumentalities, or they may be issued without any governmental guarantee of the underlying mortgage assets but with some form of non-governmental credit enhancement. Asset-backed securities have structural characteristics similar to mortgage- backed securities. However, the underlying assets are not first-lien mortgage loans or interests therein; rather, they include assets such as motor vehicle installment sales contracts, other installment loan contracts, home equity loans, leases of various types of property and receivables from credit card or other revolving credit arrangements. Payments or distributions of principal and interest on asset-backed securities may be supported by non-governmental credit enhancements similar to those utilized in connection with mortgage-backed securities. The yield characteristics of mortgage- and asset-backed securities differ from those of traditional debt obligations. Among the principal differences are that interest and principal payments are made more frequently on mortgage- and asset-backed securities, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time. As a result, the rate of return on these securities may be affected by prepayments of principal on the underlying loans, which generally increase as interest rates decline. As a result, if a Series purchases these securities at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity. Conversely, if a Series purchases these securities at a discount, a prepayment rate that is faster than expected will increase yield to maturity, while a prepayment rate that is slower than expected will reduce yield to maturity. Accelerated prepayments on securities purchased by a Series at a premium also impose a risk of loss of principal because the premium may not have been fully amortized at the time the principal is prepaid in full. In addition, like other debt securities, the values of mortgage-related securities, including government and government-related mortgage pools, generally will fluctuate in response to market interest rates. The market for privately issued mortgage- and asset- backed securities is smaller and less liquid than the market for government sponsored mortgage-backed securities. WHEN-ISSUED SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): The Series may purchase securities on a "when-issued" basis for payment and delivery at a later date. The price is generally fixed on the date of commitment to purchase. During the period between purchase and settlement, no interest accrues to a Series. At the time of settlement, the market value of the security may be more or less than the purchase price. The Series will establish a segregated account consisting of cash, U.S. government securities, equity securities and/or investment and non-investment grade debt securities in accordance with SEC positions. The cash, U.S. government securities, equity securities, investment or non-investment grade debt securities and other assets held in any segregated account maintained by the Series with respect to any when-issued securities, options, futures, forward contracts or other derivative transactions shall be liquid, unencumbered and marked-to-market daily (the assets held in a segregated account are referred to in this Prospectus as "Segregated Assets"), and such Segregated Assets shall be maintained in accordance with pertinent positions of the SEC. FOREIGN CURRENCY TRANSACTIONS (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND): The Series may conduct their foreign currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market or through entering into contracts to purchase 33 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 number 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 control regulations may affect the costs of currency conversion. The Series may enter into forward contracts for hedging purposes as well as non-hedging purposes. For hedging purposes, a Series may enter into contracts to deliver or receive foreign currency it will receive from or require for its normal investment activities. It may also use contracts in a manner intended to protect foreign currency-denominated securities from declines in value due to unfavorable exchange rate movements. A Series may also enter into contracts with the intent of changing the relative exposure of the Series' portfolio of securities to different currencies to take advantage of anticipated changes in exchange rates. When a Series enters into forward contracts for non-hedging purposes, it will establish a segregated account with its custodian bank in which it will maintain Segregated Assets in accordance with SEC positions. At the maturity of a forward contract, a Series may either sell a portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an "offsetting" contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. A Series may realize a gain or loss from currency transactions. OPTIONS ON CURRENCIES (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND): The Series also may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over- the-counter markets) to manage the respective portfolio's exposure to changes in currency exchange rates. Call options on foreign currency written by a 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 a Series, the Series will establish a segregated account with its custodian bank consisting of Segregated Assets in accordance with SEC positions. FUTURES CONTRACTS (ALL SERIES): The Series may enter into contracts for the future purchase or sale of securities and indices. The Global Funds and the Non-U.S. Equity Fund also may enter into contracts for the future purchase or sale of foreign currencies. A financial futures contract is an agreement between two parties to buy or sell a specified debt security at a set price on a future date. An index futures contract is an agreement to take or make delivery of an amount of cash based on the difference between the value of the index at the beginning and at the end of the contract period. A futures contract on a foreign currency is an agreement to buy or sell a specified amount of a currency for a set price on a future date. A Series may enter into a futures contract to the extent that not more than 5% of its assets are required as futures contract margin deposits and its obligations relating to such futures transactions represent not more than 25% of the Series' assets. The Series may also effect futures transactions through futures commission merchants who are affiliated with the Advisor or the Series in accordance with procedures adopted by the Board of Trustees. The Global Fund, Global Equity Fund, Global Bond Fund and Non-U.S. Equity Fund will enter into such 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 United States, on foreign exchanges. 34 OPTIONS (ALL SERIES): 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 Series' may use options traded on U.S. exchanges and, to the extent permitted by law, options traded over-the-counter and recognized foreign exchanges. It is the position of the U.S. Securities and Exchange Commission that over-the-counter options are illiquid. Accordingly, a Series will invest in such options only to the extent consistent with its 15% limit on investment in illiquid securities. REPURCHASE AGREEMENTS (ALL SERIES): The Series may enter into repurchase agreements with banks or broker-dealers. Repurchase agreements are considered under the Act to be collateralized loans by a 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 repurchase agreement should default on its obligation to repurchase the underlying security, the Series may experience delay or difficulty in recovering its cash. To the extent that, in the meantime, the value of the security purchased had decreased, the Series could experience a loss. No more than 15% of a Series' net assets will be invested in illiquid securities, including repurchase agreements which have a maturity of longer than seven days. The Series must treat each repurchase agreement as a security for tax diversification purposes and not as cash, a cash equivalent or as a receivable. BORROWING (ALL SERIES): Each Series is authorized, within specified limits, to borrow money as a temporary defensive measure for extraordinary purposes and to pledge its assets in connection with such borrowings. LOANS OF PORTFOLIO SECURITIES (ALL SERIES): Each Series may loan its portfolio securities to broker-dealers and other institutional investors pursuant to agreements requiring that the loans be continuously secured by collateral equal at all times in value to at least the market value of the securities loaned. The major risk to which a 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, a Series will only enter into loan arrangements after a review of all pertinent factors by Brinson Partners, 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. RULE 144A AND ILLIQUID SECURITIES (ALL SERIES): Each Series may invest up to 15% of its net assets in illiquid securities. Illiquid securities are those securities that are not readily marketable, including restricted securities and repurchase obligations that mature in more than seven days. Certain restricted securities that may be resold to institutional investors pursuant to Rule 144A under the Securities Act of 1933 may be determined to be liquid under guidelines adopted by the Trust's Board of Trustees. INVESTMENT COMPANY SECURITIES (GLOBAL FUND): The Trust has received an exemptive order (the "Exemptive Order") from the SEC which permits each Series to invest its assets in certain portfolios of Brinson Relationship Funds, another registered investment company advised by Brinson Partners. Currently, only the Global Fund intends to invest in the portfolios of Brinson Relationship Funds and only to the extent consistent with Brinson Partners' investment process of allocating assets to specific asset classes. The Global Fund will invest in the portfolios of Brinson Relationship Funds to obtain exposure to the following asset classes: (1) equity and fixed income securities of issuers located in emerging market countries ("Emerging Market Securities"); (2) equity securities issued by companies with relatively small overall market capitalizations ("Small Cap Securities"); and (3) high yield securities ("High Yield Securities"). The Global Fund will invest in corresponding portfolios of Brinson Relationship Funds only to the extent the Advisor determines that such investments are a more efficient 35 means for the Global Fund to gain exposure to the asset classes identified above than by investing directly in individual securities. Thus, to gain exposure to Emerging Market Securities, the Global Fund will invest in the Brinson Emerging Markets Equity Fund and the Brinson Emerging Markets Debt Fund portfolios 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 and the Brinson High Yield Fund portfolios, respectively, of Brinson Relationship Funds. Each portfolio of Brinson Relationship Funds in which the Global Fund may invest is permitted to invest in the same securities of a particular asset class in which the Global Fund is permitted to invest directly, and with similar risks. RUSSIAN SECURITIES (GLOBAL FUND): The Series may invest in securities of Russian companies. The registration, clearing and settlement of securities transactions in Russia are subject to significant risks not normally associated with securities transactions in the United States and other more developed markets. Ownership of shares of Russian companies is evidenced by entries in a company's share register (except where shares are held through depositories that meet the requirements of the Act) and the issuance of extracts from the register or, in certain limited cases, by formal share certificates. However, Russian share registers are frequently unreliable and the Series could possibly lose its registration through oversight, negligence or fraud. Moreover, Russia lacks a centralized registry to record securities transactions and registrars located throughout Russia or the companies themselves maintain share registers. Registrars are under no obligation to provide extracts to potential purchasers in a timely manner or at all and are not necessarily subject to state supervision. In addition, while registrars are liable under law for losses resulting from their errors, it may be difficult for the Series to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration. Although Russian companies with more than 1,000 shareholders are required by law to employ an independent company to maintain share registers, in practice, such companies have not always followed this law. Because of this lack of independence of registrars, management of a Russian company may be able to exert considerable influence over who can purchase and sell the company's shares by illegally instructing the registrar to refuse to record transactions on the share register. Furthermore, these practices may prevent the Series from investing in the securities of certain Russian companies deemed suitable by the Advisor and could cause a delay in the sale of Russian securities by the Fund if the company deems a purchaser unsuitable, which may expose the Fund to potential loss on its investment. In light of the risks described above, the Board of Trustees of the Series has approved certain procedures concerning the Series' investments in Russian securities. Among these procedures is a requirement that the Series will not invest in the securities of a Russian company unless that issuer's registrar has entered into a contract with the Series' sub-custodian containing certain protective conditions including, among other things, the sub-custodian's right to conduct regular share confirmations on behalf of the Series. This requirement will likely have the effect of precluding investments in certain Russian companies that the Series would otherwise make. For more detailed descriptions of these investment policies and techniques, please refer to the Statement of Additional Information, which is available without charge upon request by calling 1-800-448-2430. 36 ---------------------- The Brinson Funds Brinson Global Fund Brinson Global Equity Fund Brinson Global Bond Fund Brinson U.S. Balanced Fund Brinson U.S. Equity Fund Brinson U.S. Large Capitalization Equity Fund Brinson U.S. Bond Fund Brinson Non-U.S. Equity Fund Prospectus September 15, 1998 [BRINSON LOGO APPEARS HERE] Institutional Asset Management ---------------------- The Brinson Funds - ---------------------------------------- 209 South LaSalle Street . Chicago, Illinois 60604-1295 Tel: 1-800-448-2430 [SWISSKEY FUNDS LOGO] 209 South LaSalle Street Chicago, IL 60604-1295 PROSPECTUS SEPTEMBER 15, 1998 This Prospectus describes the UBS INVESTMENT FUNDS CLASS OF SHARES of the investment portfolios offered by The Brinson Funds (the "Trust"). The Trust is a no-load, open-end management investment company advised by Brinson Partners, Inc. ("Brinson Partners" or the "Advisor"), which currently offers eight distinct investment portfolios: Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund (each a "Series" and collectively, the "Series"). Each Series offers three separate classes of shares--UBS Investment Funds class of shares, the Brinson Fund-Class I and the Brinson Fund-Class N. The UBS Investment Funds class of shares of the Series are referred to as the: UBS Investment Fund--Global, UBS Investment Fund-- Global Equity, UBS Investment Fund--Global Bond, UBS Investment Fund--U.S. Balanced, UBS Investment Fund--U.S. Equity, UBS Investment Fund--U.S. Large Capitalization Equity, UBS Investment Fund--U.S. Bond and UBS Investment Fund-- Non-U.S. Equity (each a "Fund" and collectively, the "UBS Investment Funds" or "Funds"). This Prospectus pertains only to the UBS Investment Funds class of shares, which do not have a sales load, but are subject to annual 12b-1 plan expenses. The Brinson Fund-Class I shares, which are designed primarily for institutional investors, do not have a sales load and are not subject to annual Rule 12b-1 plan expenses. Further information relating to the Brinson Fund- Class N shares and the Brinson Fund-Class I shares of the Trust may be obtained by calling 1-800-448-2430. This Prospectus sets forth concisely the information a prospective investor should know before investing in any of the UBS Investment Funds. Investors should read and retain this Prospectus for future reference. Additional information about the Funds and the other classes of shares of the Trust's investment portfolios is contained in the Statement of Additional Information dated September 15, 1998, as amended from time to time, which has been filed with the U.S. Securities and Exchange Commission and is available upon request and without charge from the Trust at the addresses and telephone numbers below. The Statement of Additional Information is incorporated by reference into this Prospectus. The Statement of Additional Information, material incorporated by reference into this Prospectus, and other information regarding the Trust and the Series is maintained electronically with the U.S. Securities and Exchange Commission at its Internet Web site (http://www.sec.gov). AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. AN INVESTMENT IN ANY OF THE FUNDS IS NOT A DEPOSIT OR OTHER OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. AN INVESTMENT IN ANY SERIES INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. UNDERWRITER: ADVISOR: Funds Distributor, Inc. Brinson Partners, Inc. 60 State Street 209 South LaSalle Street Suite 1300 Chicago, IL 60604-1295 Boston, MA 02109 1-800-794-7753 1-800-794-7753 TABLE OF CONTENTS
PAGE ---- Annual Fund Operating Expenses............................................. 3 Financial Highlights....................................................... 5 Prior Performance of Advisor............................................... 6 Description of the Funds................................................... 9 Investment Objectives and Policies......................................... 9 Global Fund.............................................................. 9 Global Equity Fund....................................................... 10 Global Bond Fund......................................................... 10 U.S. Balanced Fund....................................................... 11 U.S. Equity Fund......................................................... 11 U.S. Large Capitalization Equity Fund.................................... 11 U.S. Bond Fund........................................................... 12 Non-U.S. Equity Fund..................................................... 12 Investment Considerations and Risks........................................ 13 Management of the Trust.................................................... 16 Portfolio Management....................................................... 17 Administration of the Trust................................................ 17 Purchase of Shares......................................................... 19 Account Options............................................................ 21 Redemption of Shares....................................................... 22 Net Asset Value............................................................ 25 Distribution Plan.......................................................... 26 Dividends, Distributions and Taxes......................................... 27 General Information........................................................ 28 Performance Information.................................................... 31 Appendix A................................................................. 32
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 FUNDS 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. ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
TOTAL FUND OPERATING 12B-1 EXPENSES EXPENSES/2/ (AFTER FEE WAIVER MANAGEMENT FEES (AFTER FEE OTHER EXPENSES AND/OR EXPENSE UBS INVESTMENT FUNDS (AFTER FEE WAIVER)/1/ WAIVER) (AFTER REIMBURSEMENT)/1/ REIMBURSEMENT)/1/ - -------------------- --------------------- ----------- ------------------------ ----------------- Global Fund............. 0.80% 0.65% 0.14% 1.59% Global Equity Fund...... 0.78% 0.76% 0.22% 1.76% Global Bond Fund........ 0.69% 0.49% 0.21% 1.39% U.S. Balanced Fund...... 0.69% 0.50% 0.11% 1.30% U.S. Equity Fund........ 0.70% 0.52% 0.10% 1.32% U.S. Large Capitaliza- tion Equity Fund....... 0.00% 0.52% 0.80% 1.32% U.S. Bond Fund.......... 0.26% 0.47% 0.34% 1.07% Non-U.S. Equity Fund.... 0.80% 0.84% 0.20% 1.84%
- ---------- /1/Pursuant to the terms of the Investment Advisory Agreements between the Trust on behalf of each Series and the Advisor, the Advisor is to receive a monthly fee at the following annual rates for each of the Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund: 0.80%, 0.80%, 0.75%, 0.70%, 0.70%, 0.70%, 0.50% and 0.80%, respectively. Brinson Partners has agreed irrevocably to waive its fees and reimburse certain expenses so that total operating expenses, with the exception of 12b-1 expenses, of the Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund will never exceed 1.10%, 1.00%, 0.90%, 0.80%, 0.80%, 0.80%, 0.60% and 1.00%, respectively. Absent these fee waivers and expense reimbursements, the total operating expenses for the UBS Investment Fund class shares of the Series for the fiscal year ended June 30, 1998 would have been 1.78% Global Equity Fund, 1.45% Global Bond Fund, 1.31% U.S. Balanced Fund, 2.11% U.S. Large Equity Capitalization Fund and 1.31% U.S. Bond Fund. The fees and expenses for the U.S. Large Capitalization Equity Fund are based on the period from April 6, 1998 (commencement of operations) to June 30, 1998. /2/For purposes of this Table, "12b-1 Expenses" is comprised of an asset-based sales charge of up to 0.65% of average daily net assets and a service fee of 0.25% of average daily net assets for UBS Investment Fund class shares of each Series. See "Distribution Plan." Although the Distribution Plan relating to the UBS Investment Funds (the "Plan") provides that the Trust may pay up to an annual rate of 0.65% of the average daily net assets of the UBS Investment Fund class shares, plus a 0.25% service fee for each UBS Investment Fund ("distribution fees"), the Trust and the Underwriter have agreed to limit aggregate distribution fees with respect to UBS Investment Fund class shares so as not to exceed 0.65%, 0.76%, 0.49%, 0.50%, 0.52%, 0.52%, 0.47% and 0.84% of the average daily net assets of the UBS Investment Fund-Global, UBS Investment Fund-Global Equity, UBS Investment Fund-Global Bond, UBS Investment Fund-U.S. Balanced, UBS Investment Fund- U.S. Equity, UBS Investment Fund-U.S. Large Capitalization Equity, UBS Investment Fund-U.S. Bond and UBS Investment Fund-Non-U.S. Equity, respectively. Pursuant to rules of the National Association of Securities Dealers, Inc. ("NASD"), the aggregate initial sales charges, deferred sales charges and asset-based sales charges on shares of the Funds may not exceed 6.25% of total gross sales, subject to certain exclusions. This 6.25% limitation is imposed on the Fund rather than on a per shareholder basis. Therefore, long-term shareholders of the SwissKey Funds may pay more than the economic equivalent of the maximum front-end sales charges permitted by the NASD. This amount also includes service fees. 3 EXAMPLE: Based on the level of expenses listed above after fee waivers and reimbursements, the total expenses relating to an investment of $1,000 would be as follows assuming a 5% annual return and redemption at the end of each time period.
NAME OF FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS - ------------ ------ ------- ------- -------- Global Fund..................................... $16 $50 $ 87 $189 Global Equity Fund.............................. $18 $55 $ 95 $207 Global Bond Fund................................ $14 $44 $ 76 $167 U.S. Balanced Fund.............................. $13 $41 $ 71 $157 U.S. Equity Fund................................ $13 $42 $ 72 $159 U.S. Large Capitalization Equity Fund........... $13 $42 $ 72 $159 U.S. Bond Fund.................................. $11 $34 $ 59 $131 Non-U.S. Equity Fund............................ $19 $58 $100 $216
The foregoing table is designed to assist the investor in understanding the various costs and expenses that a shareholder will bear directly or indirectly. - ------------------------------------------------------------------------------- THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, A FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN ACTUAL RETURNS GREATER OR LESS THAN 5%. - ------------------------------------------------------------------------------- 4 FINANCIAL HIGHLIGHTS The selected financial information in the following table has been audited by the Funds' independent auditors, whose unqualified reports thereon (the "Reports") appear in the Funds' Annual Report to Shareholders dated June 30, 1998 (the "Annual Report"). Additional performance and financial data and related notes are contained in the Annual Report, which is available without charge upon request. The Funds' Financial Statements for the fiscal year ending June 30, 1998 and the Reports are incorporated by reference into the Statement of Additional Information. FINANCIAL HIGHLIGHTS--PERIODS ENDED JUNE 30 The following table presents financial data relating to a share of beneficial interest outstanding throughout the period presented. This information has been derived from the Funds' financial statements.
INCOME (LOSS) FROM INVESTMENT OPERATIONS LESS DISTRIBUTIONS ------------------------------- ----------------------------- DISTRIBU- TIONS DISTRIBU- TOTAL FROM AND TIONS NET NET NET NET INCOME IN EXCESS FROM AND ASSET ASSETS NET ASSET INVEST- REALIZED FROM OF NET IN EXCESS VALUE- TOTAL END OF VALUE- MENT AND INVEST- INVEST- OF NET TOTAL END RETURN PERIOD BEGINNING INCOME UNREALIZED MENT MENT REALIZED DISTRIBU- OF (NON- (IN YEAR OF PERIOD (LOSS) GAIN (LOSS) OPERATIONS INCOME GAIN TIONS PERIOD ANNUALIZED) 000S) ---- --------- ------- ----------- ---------- --------- --------- --------- ------ ----------- ------ UBS INVESTMENT FUND-GLOBAL (Commencement of Operations July 31, 1995)/3/ 1996............ $11.60 0.39 1.10 1.49 (0.59) (0.32) (0.91) $12.18 13.24% $14,030 1997............ $12.18 0.34 1.75 2.09 (0.57) (0.65) (1.22) $13.05 18.13% $26,303 1998............ $13.05 0.30 0.61 0.91 (0.55) (0.70) (1.25) $12.71 7.60% $30,436 UBS INVESTMENT FUND-GLOBAL EQUITY (Commencement of Operations July 31, 1995)/3/ 1996............ $10.35 (0.01) 1.93 1.92 (0.01) (0.69) (0.70) $11.57 19.25% $33,012 1997............ $11.57 0.08 2.13 2.21 (0.06) (0.99) (1.05) $12.73 20.34% $61,680 1998............ $12.73 0.07 0.83 0.90 (0.07) (1.05) (1.12) $12.51 8.15% $59,147 UBS INVESTMENT FUND-GLOBAL BOND (Commencement of Operations July 31, 1995)/3/ 1996............ $10.56 0.78 0.15 0.93 (1.37) (0.10) (1.47) $10.02 9.17% $ 3,653 1997............ $10.02 0.62 0.10 0.72 (0.94) (0.19) (1.13) $ 9.61 7.20% $ 4,110 1998............ $ 9.61 0.38/2/ (0.18) 0.20 (0.25) (0.17) (0.42) $ 9.39 2.28% $ 4,377 UBS INVESTMENT FUND-U.S. BALANCED (Commencement of Operations July 31, 1995)/3/ 1996............ $11.38 0.42 0.86 1.28 (0.42) (0.57) (0.99) $11.67 11.54% $ 779 1997............ $11.67 0.38 1.31 1.69 (0.36) (0.54) (0.90) $12.46 14.99% $ 1,649 1998............ $12.46 0.42/2/ 0.95 1.37 (0.70) (0.94) (1.64) $12.19 11.79% $ 1,880 UBS INVESTMENT FUND-U.S. EQUITY (Commencement of Operations July 31, 1995)/3/ 1996............ $11.94 0.10 2.92 3.02 (0.13) (0.25) (0.38) $14.58 25.70% $ 5,387 1997............ $14.58 0.11 4.22 4.33 (0.09) (1.23) (1.32) $17.59 31.28% $35,039 1998............ $17.59 0.09 3.38 3.47 (0.10) (1.13) (1.23) $19.83 20.80% $55,063 UBS INVESTMENT FUND-U.S. LARGE CAPITALIZATION EQUITY (Commencement of Operations April 6, 1998)/3/ 1998............ $10.00 0.02 (0.22) (0.20) (0.01) -- (0.01) $ 9.79 (2.06)% $ 1 UBS INVESTMENT FUND-U.S. BOND (Commencement of Operations August 31, 1995)/3/ 1996............ $10.00 0.46 (0.13) 0.33 (0.38) (0.03) (0.41) $ 9.92 3.24% $ 636 1997............ $ 9.92 0.46/2/ 0.32 0.78 (0.48) -- (0.48) $10.22 7.91% $ 1,399 1998............ $10.22 0.50 0.49 0.99 (0.53) (0.14) (0.67) $10.54 9.97% $ 2,444 UBS INVESTMENT FUND-NON-U.S. EQUITY (Commencement of Operations July 31, 1995)/3/, /4/ 1996............ $10.26 0.12 1.45 1.57 (0.15) (0.56) (0.71) $11.12 15.78% $ 1,262 1997............ $11.12 0.11 1.93 2.04 (0.11) (0.56) (0.67) $12.49 19.32% $ 7,797 1998............ $12.49 0.08 0.30 0.38 (0.08) (0.74) (0.82) $12.05 3.90% $ 5,310 RATIOS/SUPPLEMENTAL DATA ------------------------------------------- RATIO OF NET RATIO OF EXPENSES INVESTMENT INCOME TO AVERAGE NET TO AVERAGE NET ASSETS ASSETS --------------------- --------------------- AVERAGE BEFORE AFTER BEFORE AFTER COMMISS- EXPENSE EXPENSE EXPENSE EXPENSE PORTFOLIO ION REIMBURSE- REIMBURSE- REIMBURSE- REIMBURSE- TURNOVER RATE PAID YEAR MENT MENT MENT MENT RATE PER SHARE ---- ---------- ---------- ---------- ---------- --------- --------- UBS INVESTMENT FUND-GLOBAL (Commencement of Operations July 31, 1995)/3/ 1996............ 1.69%/1/ N/A 3.04%/1/ N/A 142% $0.0291 1997............ 1.64% N/A 2.38% N/A 150% $0.0326 1998............ 1.59% N/A 2.05% N/A 88% $0.0274 UBS INVESTMENT FUND-GLOBAL EQUITY (Commencement of Operations July 31, 1995)/3/ 1996............ 2.53%/1/ 1.76%/1/ (0.19)%/1/ 0.58%/1/ 74% $0.0288 1997............ 2.00% 1.75% 0.60% 0.85% 32% $0.0246 1998............ 1.78% 1.76% 0.53% 0.55% 46% $0.0254 UBS INVESTMENT FUND-GLOBAL BOND (Commencement of Operations July 31, 1995)/3/ 1996............ 2.14%/1/ 1.39%/1/ 4.49%/1/ 5.24%/1/ 184% N/A 1997............ 1.81% 1.39% 4.41% 4.83% 235% N/A 1998............ 1.45% 1.39% 3.98% 4.04% 151% N/A UBS INVESTMENT FUND-U.S. BALANCED (Commencement of Operations July 31, 1995)/3/ 1996............ 1.51%/1/ 1.30%/1/ 3.26%/1/ 3.47%/1/ 240% $0.0481 1997............ 1.38% 1.30% 3.28% 3.36% 329% $0.0441 1998............ 1.31% 1.30% 3.38% 3.39% 194% $0.0549 UBS INVESTMENT FUND-U.S. EQUITY (Commencement of Operations July 31, 1995)/3/ 1996............ 1.66%/1/ 1.32%/1/ 0.61%/1/ 0.95%/1/ 36% $0.0457 1997............ 1.41% 1.32% 0.54% 0.63% 43% $0.0422 1998............ 1.32% N/A 0.60% N/A 42% $0.0469 UBS INVESTMENT FUND-U.S. LARGE CAPITALIZATION EQUITY (Commencement of Operations April 6, 1998)/3/ 1998............ 2.11%/1/ 1.32%/1/ 0.00%/1/ 0.79%/1/ 12% $0.0350 UBS INVESTMENT FUND-U.S. BOND (Commencement of Operations August 31, 1995)/3/ 1996............ 4.10%/1/ 1.07%/1/ 2.53%/1/ 5.56%/1/ 363% N/A 1997............ 2.12% 1.07% 4.67% 5.72% 410% N/A 1998............ 1.31% 1.07% 5.14% 5.38% 198% N/A UBS INVESTMENT FUND-NON-U.S. EQUITY (Commencement of Operations July 31, 1995)/3/, /4/ 1996............ 2.04%/1/ 1.84%/1/ 0.83%/1/ 1.03%/1/ 20% $0.0219 1997............ 1.81% N/A 1.02% N/A 25% $0.0245 1998............ 1.84% N/A 0.68% N/A 49% $0.0221
/1/Annualized - ----- /2/The net investment income per share was determined by using average shares outstanding throughout the period. /3/Formerly known as the SwissKey class of shares, redesignated as the UBS Investment Funds class of shares on September 15, 1998. /4/During the year ended June 30, 1998, the Non-U.S. Equity Fund (the "Fund") had total borrowings of $32,600,000 outstanding for 1 day (June 29, 1998) under the Trust's agreement with The Chase Manhattan Bank to provide a 364-day $100 million committed line of credit. The Fund had 36,449,018.679 shares outstanding on June 29, 1998, and the amount of debt per share was $12.05. At June 30, 1998, the Fund had no debt outstanding. N/A=Not Applicable 5 PRIOR PERFORMANCE OF ADVISOR The following table sets forth the Advisor's performance data relating to the historical performance of funds contained within an institutional collective investment trust ("CIT") (described below) managed by the Advisor. Such CITs have investment objectives, policies, strategies and risks substantially similar to those of the various Series of the Trust. The data is provided to illustrate the past performance of the Advisor in managing investment portfolios which are substantially similar to each applicable Series of the Trust as measured against specified market indices. The performance data of the UBS Investment Funds class of shares of each Series of the Trust is also included in the table. The Advisor adopted the Performance Presentation Standards of the Association for Investment Management and Research (AIMR Standards) as of January 1, 1993. The CIT returns presented in this Prospectus are the responsibility of the Advisor. They are presented in compliance with the Performance Presentation Standards of the Association for Investment Management and Research (AIMR--PPS(TM)). AIMR has not been involved with the preparation or review of these returns. Investment results are time-weighted performance calculations representing total return. Returns are calculated using geometric linking of monthly returns. Each composite is a single entity composite, consisting of the assets of each applicable fund of the Brinson Trust Company Collective Investment Trust for Pension and Profit Sharing Trusts, or its predecessors, which may be a single client. Clients must be an ERISA or governmental employee benefit plan in order to qualify to invest in a CIT. Composites are valued monthly, taking into account cash flows. All realized and unrealized capital gains and losses, as well as all dividends and interest from investments and cash balances, are included. Investment transactions are accounted for on a trade date basis. Total returns for the CIT composites exclude the impact of administrative expenses and the impact of any income taxes an investor might have incurred as a result of taxable ordinary income and capital gains realized by the CIT. The composite for each CIT is composed of all actual fee-paying, discretionary client portfolios invested in the CIT. No alterations of composites as presented here have occurred due to changes in personnel. Accounts of all sizes invested in each CIT are included in composite performance and no minimum account relationship size was set for inclusion in the composites as the individual account size does not impact portfolio management style. CITs are not subject to certain expenses, investment limitations, diversification requirements and restrictions to which the Series are subject and which are imposed by the Investment Company Act of 1940 (the "Act") and the Internal Revenue Code of 1986, as amended. Had such expenses, limitations, requirements and restrictions been applicable to the CITs, the performance results of the CIT composites could have been adversely affected. The CITs' performance presented does not represent the historical performance of the Series and should not be interpreted as indicative of future performance of the Series. 6
AVERAGE ANNUAL -------------------------- ONE TWO THREE FIVE TEN TOTAL RETURNS AS OF JUNE 30, 1998 YEAR YEARS YEARS YEARS YEARS - --------------------------------- ----- ----- ----- ----- ----- Global Securities Portfolio/1/.............. 8.22% 13.58% 14.93% 11.66% 12.40% UBS Investment Fund--Global/2/.............. 7.60 12.74 13.72 10.78 N/A GSMI Mutual Fund Index...................... 13.76 15.86 15.72 13.56 12.41 Global Equity with cash Portfolio/1/........ 10.88 16.31 19.47 13.61 12.81 UBS Investment Fund--Global Equity/2/....... 8.15 14.08 17.52 N/A N/A MSCI World Equity (Free) Index/3/, /4/...... 17.18 19.88 19.56 16.02 11.63 Global Bond Portfolio/1/.................... 3.71 5.73 7.89 6.55 9.05 UBS Investment Fund--Global Bond/2/......... 2.28 4.71 6.75 N/A N/A Salomon World Govt Bond Index/3/............ 4.32 4.10 2.84 6.33 8.35 U.S. Balanced Portfolio/1/.................. 12.87 14.64 14.67 12.04 12.69 UBS Investment Fund--U.S. Balanced/2/....... 11.79 13.38 13.25 N/A N/A U.S. Balanced Mutual Fund Index/3/.......... 22.07 22.24 21.03 16.44 14.62 U.S. Equity Portfolio/1/.................... 21.89 27.26 28.66 22.02 19.66 UBS Investment Fund--U.S. Equity/2/......... 20.80 25.92 27.29 N/A N/A Wilshire 5000 Index/3/...................... 28.86 29.09 28.13 21.56 17.61 U.S. Large Capitalization Equity Portfo- lio/1/, /5/................................ 21.41 28.61 30.56 23.49 20.64 UBS Investment Fund--U.S. Large Capitaliza- tion Equity/2/, /6/........................ (2.06) N/A N/A N/A N/A S & P 500/3/................................ 30.21 32.37 30.23 23.05 18.55 U.S. Bond Portfolio/1/...................... 10.89 9.89 8.27 7.14 9.40 UBS Investment Fund--U.S. Bond/2/........... 9.97 8.94 N/A N/A N/A Salomon BIG Index/3/........................ 10.59 9.36 7.88 6.91 9.11 Non-U.S. Equity Portfolio/1/................ 5.88 12.99 16.98 12.22 10.93 UBS Investment Fund--Non-U.S. Equity/2/..... 3.90 11.34 15.00 N/A N/A MSCI Non-U.S. Equity (Free) Index/3/, /4/... 6.04 9.77 11.04 10.29 6.98
- ---------- FOOTNOTES: /1Performance/figures for the Advisor's composite accounts are net of advisory fees. Advisory fees are determined by taking the average account size within the fund at June 30, 1998 and applying the standard fee schedule. Performance figures for the Advisor's composite accounts gross of fees would be:
AVERAGE ANNUAL -------------------------- ONE TWO THREE FIVE TEN YEAR YEARS YEARS YEARS YEARS ----- ----- ----- ----- ----- Global Securities Portfolio.................. 8.94% 14.30% 15.65% 12.38% 13.12% Global Equity Portfolio...................... 11.73 17.16 20.32 14.46 13.66 Global Bond Portfolio........................ 4.28 6.30 8.46 7.12 9.62 U.S. Balanced Portfolio...................... 13.59 15.36 15.39 12.76 13.41 U.S. Equity Portfolio........................ 22.47 27.84 29.24 22.60 20.24 U.S. Large Capitalization Equity Portfolio... 22.02 29.22 31.17 24.10 21.25 U.S. Bond Portfolio.......................... 11.20 10.20 8.58 7.45 9.71 Non-U.S. Equity Portfolio.................... 6.59 13.70 17.69 12.93 11.64
7 /2/ Total returns include reinvestment of all capital gain and income distributions. 12b-1 fee applies after July 31, 1995. Inception dates and average annual returns since each Fund's inception date are as follows: UBS Investment Fund-Global, 8/31/92, 11.11%; UBS Investment Fund-Global Equity, 1/31/94, 11.88%; UBS Investment Fund-Global Bond, 7/31/93, 6.19%; UBS Investment Fund-U.S. Balanced, 12/31/94, 13.15%; UBS Investment Fund- U.S. Equity, 2/28/94, 22.73%; UBS Investment Fund-U.S. Large Capitalization Equity, 4/30/98, (0.32)%; UBS Investment Fund-U.S. Bond, 8/31/95, 7.43%; and UBS Investment Fund-Non-U.S. Equity, 8/31/93, 8.49%. /3/ GSMI Mutual Fund Index, an un-managed index compiled by the Advisor, constructed as follows: 40% Wilshire 5000 Index; 22% MSCI Non-U.S. Equity (Free) Index; 21% Salomon BIG Bond Index; 9% Salomon Non-U.S. Government Bond Index (unhedged); 2% JP Morgan EMBI+; 3% IFC Investable Index; and 3% High Yield Bond Index. MSCI World Equity (Free) Index is an un-managed market driven broad based index which includes U.S. and non-U.S. equity markets in terms of capitalization and performance. Salomon World Government Bond Index is an un-managed market driven index which measures the broad global fixed income markets invested in debt issues of U.S. and non-U.S. governments, governmental entities and supranationals. U.S. Balanced Mutual Fund Index, an un-managed index compiled by the Advisor, constructed as follows: 65% Wilshire 5000 Index and 35% Salomon Brothers Broad Investment Grade Bond Index. Wilshire 5000 Index is an un-managed broad weighted index which includes all U.S. common stocks. S & P 500 Index is an un-managed index containing common stocks of 500 industrial, transportation, utility and financial companies, regarded as generally representative of the U.S. stock market. Salomon Brothers Broad Investment Grade (BIG) Bond Index is an un-managed market driven broad based index which includes U.S. bonds with over one year to maturity. MSCI Non-U.S. Equity (Free) Index is an un-managed market driven broad based index which includes non-U.S. equity markets in terms of capitalization and performance. /4/ Beginning 1/31/88 these indices are "free". /5/ Prior to 6/30/97, returns represent the large capitalization holdings of the audited U.S. Equity Portfolio (inception date as of 12/31/81). /6/ Non-annualized return since commencement of operations 4/6/98. 8 DESCRIPTION OF THE FUNDS The investment objective of each Series is fundamental and may not be changed without a vote of the holders of the majority of the voting securities of the Series. Unless otherwise stated in this Prospectus or the Statement of Additional Information, each Series' investment policies are not fundamental and may be changed without shareholder approval. There can be no assurance that the Series will achieve their investment objectives. The Series do not intend to concentrate their investments in a particular industry. None of the Series intends to issue senior securities as defined in the Act, except that each Series may engage in borrowing activities as defined in Appendix A and in the Statement of Additional Information. Each Series' investment 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). INVESTMENT OBJECTIVES AND POLICIES GLOBAL FUND INVESTMENT OBJECTIVE The Global Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. The Series will attempt to control risk while seeking to achieve its investment objective. As a global fund, at least 65% of the Series' total assets will be invested in securities of issuers in at least three countries, one of which may be the United States. The Series may utilize a wide range of equity, debt and money market securities in domestic and foreign markets, and the Series may invest in other open-end investment companies advised by Brinson Partners. The Series may enter into repurchase agreements and reverse repurchase agreements, and engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a diversified 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 GSMI Mutual Fund Index (the "Global Benchmark"), which is compiled by Brinson Partners. The Global Benchmark consists of eight distinct asset classes representing the primary wealth- holding public securities markets. These asset classes are U.S. equities, non- U.S. equities, emerging markets equities, U.S. bonds, non-U.S. bonds, emerging markets bonds, high yield bonds and cash equivalents. Each asset class is represented in the Global Benchmark by an index compiled by an independent data provider. In order to compile the Global Benchmark, the Advisor determines current relative market capitalizations in the world markets (U.S. equities, non-U.S. equities, emerging markets equities, U.S. bonds, non-U.S. bonds, emerging markets bonds, high yield bonds and cash) and then weights each relevant index. Based on this weighting, the Advisor determines the return of the relative indices, applies the index weighting and then determines the return of the Global 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. Although it may invest anywhere in the world, it is expected that the Series' assets will be primarily invested in equity markets listed in the Morgan Stanley Capital International ("MSCI") World Equity (Free) Index. The 9 Series will primarily invest in fixed income markets listed in the Salomon World Government Bond Index. The Series may invest up to 10% of its net assets in equity and debt securities of emerging market issuers, or securities with respect to which the return is derived from the equity or debt securities of issuers in emerging markets. GLOBAL EQUITY FUND INVESTMENT OBJECTIVE The Global Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. The Series will attempt to control risk while seeking to achieve its investment objective. As a global fund, at least 65% of the Series' total assets will be invested in equity securities of issuers in at least three countries, one of which may be the United States. The Series may utilize a wide range of equity securities that are traded on both domestic and foreign stock exchanges or, in the case of domestic stocks, in the over-the-counter market. The Series may enter into repurchase agreements and reverse repurchase agreements, and engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a diversified portfolio that seeks to achieve its objective by pursuing an active asset allocation strategy across global equity markets, active management of currency exposures and active security selection within each market. The benchmark for the Series is the MSCI World Equity (Free) Index (the "Global Equity Benchmark"). The Global Equity Benchmark is a market driven broad based index which includes U.S. and non-U.S. equity markets in terms of capitalization and performance. The Global Equity Benchmark is designed to provide a representative total return for all major stock exchanges located inside and outside the United States. Although it may invest anywhere in the world, it is expected that the Series' assets will primarily be invested in equity markets listed in the Global Equity Benchmark. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant global market. GLOBAL BOND FUND INVESTMENT OBJECTIVE The Global Bond Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. The Series will attempt to control risk while seeking to achieve its investment objective. As a global fund, at least 65% of the Series' total assets will be invested in debt securities with an initial maturity of more than one year of issuers in at least three countries, one of which may be the United States. The Series seeks to achieve this objective by investing primarily in debt securities that may also provide the potential for capital appreciation. The Series may enter into repurchase agreements and reverse repurchase agreements, and may engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series is a non-diversified portfolio as described in "Investment Considerations and Risks-Non-Diversified Status". The benchmark for the Series is the Salomon World Government Bond Index (the "Global Bond Benchmark"). The Global Bond Benchmark is a market driven index which measures the broad global fixed income markets invested in debt issues of U.S. and non-U.S. governments, governmental entities and supranationals. Although it may invest anywhere in the world, it is expected that the Series' assets will be primarily invested in fixed income markets listed in the Global Bond Benchmark. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant global fixed income securities market. 10 U.S. BALANCED FUND INVESTMENT OBJECTIVE The U.S. Balanced Fund's investment objective is to maximize total return, consisting of capital appreciation and current income. The Series will attempt to control risk while seeking to achieve its investment objective. Under normal circumstances, the Series will invest at least 25% of its net assets in fixed income securities. The Series may utilize a wide range of equity, debt and money market securities. The Series may also invest in equity securities, including warrants, preferred stock and securities convertible into equity securities. The Series may enter into repurchase agreements and reverse repurchase agreements, and may engage in futures and options for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. It is not the policy of the Series to take unreasonable risks to obtain speculative or aggressively high returns. The Series is a diversified portfolio that seeks to achieve its objective by pursuing active asset allocation strategies across U.S. equity and fixed income markets and active security selection within each market. These decisions are undertaken relative to the U.S. Balanced Mutual Fund Index (the "U.S. Balanced Benchmark"), which is compiled by Brinson Partners. The U.S. Balanced Benchmark represents a fixed composite of 65% Wilshire 5000 Index and 35% Salomon Brothers Broad Investment Grade (BIG) Bond Index. From time to time, the Advisor may substitute an equivalent index within a given asset class when the Advisor believes that such new index more accurately reflects the relevant U.S. market. U.S. EQUITY FUND INVESTMENT OBJECTIVE The U.S. Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, while controlling risk. Under normal circumstances, at least 65% of the Series' total assets will be invested in equity securities of U.S. companies. The Series is a diversified portfolio that seeks to achieve its objective by investing in a wide range of equity securities of U.S. companies that are traded on major stock exchanges as well as in the over-the-counter market. The Series may engage in futures and options for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The benchmark for the Series is the Wilshire 5000 Index (the "U.S. Equity Benchmark"). The U.S. Equity Benchmark is a broad weighted index which includes all U.S. common stocks. The U.S. Equity Benchmark is designed to provide a representative indication of the capitalization and return for the U.S. equity market. U.S. LARGE CAPITALIZATION EQUITY FUND INVESTMENT OBJECTIVE The U.S. Large Capitalization Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, while controlling risk. Under normal circumstances, at least 65% of the Series' total assets will be invested in large capitalization equity securities of U.S. companies. The Advisor defines large capitalization companies as those with market capitalizations in the upper 65% of the Wilshire 5000 Index at the time of the Series' investment. Companies whose capitalization falls below this level after purchase continue to be considered large capitalization companies. The Series is a non-diversified portfolio as described in "Investment Considerations and Risks--Non-Diversified Status." The Series seeks to achieve its objective by investing in a wide range of equity securities of U.S. companies that are traded on major stock exchanges as well as in the over-the-counter market. The Series may engage in futures and options for hedging and other 11 permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The benchmark for the Series is the Standard & Poor's 500 Stock Index (the "U.S. Large Capitalization Equity Benchmark"). The U.S. Large Capitalization Equity Benchmark is a broad weighted index which includes primarily U.S. common stocks. The U.S. Large Capitalization Equity Benchmark is designed to provide a representative indication of the capitalization and return for the large capitalization U.S. equity market. U.S. BOND FUND INVESTMENT OBJECTIVE The U.S. Bond Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, while controlling risk. As a matter of fundamental policy, under normal circumstances, the Series intends to invest at least 65% of its total assets in U.S. debt securities with an initial maturity of more than one year. The Series is a diversified portfolio that seeks to achieve its objective by investing primarily in fixed income securities, which may also provide the potential for capital appreciation. The Series may also engage in futures and options transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. The Series may invest in a broad range of fixed income securities, including debt securities of the U.S. government, together with its agencies and instrumentalities and the debt securities of U.S. corporations. A majority of the fixed income securities in which the Series will invest will possess a minimum rating of BBB- by Standard & Poor's Ratings Group ("S&P") or Baa3 by Moody's Investors Services, Inc. ("Moody's") or, if unrated, will be determined to be of comparable quality by Brinson Partners. Such securities are considered to be investment grade. Other fixed income securities in which the Series may invest include zero coupon securities, mortgage-backed securities, asset-backed securities and when-issued securities. The Series may invest a portion of its assets in short-term debt securities (including repurchase and reverse repurchase agreements) of corporations, the U.S. government or its agencies or instrumentalities, and banks and finance companies. The benchmark for the Series is the Salomon Brothers Broad Investment Grade (BIG) Bond Index (the "U.S. Bond Benchmark"). The U.S. Bond Benchmark is a market driven broad based index which includes U.S. bonds with over one year to maturity. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant fixed income securities market. NON-U.S. EQUITY FUND INVESTMENT OBJECTIVE The Non-U.S. Equity Fund's investment objective is to maximize total return, consisting of capital appreciation and current income, by investing primarily in the equity securities of non-U.S. issuers. Under normal conditions, at least 65% of the Series' total assets will be invested in equity securities of issuers in at least three countries other than the United States. In seeking to achieve its investment objective while controlling risk, the Series may invest in a wide range of equity securities, including: American, European and Global Depositary Receipts, common and preferred stock; debt securities convertible into or exchangeable for common stock; and securities such as warrants or rights that are convertible into common stock. The Series may engage in futures, options and currency transactions for hedging and other permissible purposes, as more fully described in "Investment Considerations and Risks" and Appendix A in this Prospectus, and in the Statement of Additional Information. 12 The Series is a diversified portfolio that seeks to achieve its objective by investing primarily in the equity securities of non-U.S. issuers. The benchmark for the Series is the MSCI Non-U.S. Equity (Free) Index (the "Non- U.S. Equity Benchmark"). The Non-U.S. Equity Benchmark is a market driven broad based index which includes non-U.S. equity markets in terms of capitalization and performance. From time to time, the Advisor may substitute securities in an equivalent index when it believes that such securities in the index more accurately reflect the relevant international market. Although it may invest anywhere in the world, it is expected that the Series' assets will be primarily invested in the equity markets included in the MSCI Non-U.S. Equity (Free) Index. INVESTMENT CONSIDERATIONS AND RISKS The following provides information about the types of instruments in which the Series may invest, strategies employed by Brinson Partners in its attempt to attain each Series' investment objective and a summary of related risks. 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 Series will be able to attain their investment objectives. A complete list of the Series' investment restrictions and more detailed information about the Series' investments are contained in Appendix A in this Prospectus, and in the Statement of Additional Information. EQUITY SECURITIES (GLOBAL FUND, GLOBAL EQUITY FUND, U.S. BALANCED FUND, U.S. EQUITY FUND, U.S. LARGE CAPITALIZATION EQUITY FUND AND NON-U.S. EQUITY FUND) - Equity securities fluctuate in value as a result of various factors, which are often unrelated to the value of the issuer of the securities. These fluctuations may be pronounced. The Global Fund may invest in small market capitalization companies and in equity securities that are considered by the Advisor to be in their post-venture capital stage. These securities may have limited marketability, and therefore, may be more volatile. Fluctuations in the value of the Series' equity investments will affect the value of their shares and thus the Funds' total returns to investors. FIXED INCOME SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND) - All fixed income securities are subject to two types of risks: credit risk and interest rate risk. The credit risk relates to the ability of the issuer to meet interest or principal payments or both as they come due. The interest rate risk refers to the fluctuations in the net asset value of any portfolio of fixed income securities resulting from the inverse relationship between the price and yield of fixed income securities; that is, when the general level of interest rates rises, the prices of outstanding fixed income securities decline, and when interest rates fall, prices rise. FOREIGN SECURITIES AND CURRENCY CONSIDERATIONS (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND) - 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 delayed or may be less frequent than in the United States, which could affect the liquidity of the Series' portfolios. Additionally, in some non-U.S. countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of securities, property or other assets of the Series, political or social instability, or diplomatic developments which could affect U.S. investments in those countries. The Series intend to diversify broadly among countries, but reserve the right to invest a substantial portion of their assets in one or more countries if economic and business 13 conditions warrant such investments. Brinson Partners will take these factors into consideration in managing the Series' investments. Because the Series will keep their books and records in U.S. dollars, the Series will be required, for federal income tax purposes, to account for income and losses on all transactions involving foreign currency under Section 988 of the Internal Revenue Code of 1986, as amended, and the applicable U.S. Treasury Regulations, so that generally any component of a gain or loss attributable to currency fluctuations results in ordinary income or loss and not capital gain or loss. 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. Although 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 they will be able to predict exchange rates accurately. For example, if the Series increase their 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 decrease their exposure to a currency, and the currency's price rises, the Series will lose the opportunity to participate in the currency's appreciation. Each Series will manage currency exposures relative to the normal currency allocation and will consider return and risk of currency exposures relative to its respective Benchmark. In addition, if the currency in which a security is denominated appreciates against the U.S. dollar, the dollar value of the security will increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the security expressed in dollars. On January 1, 1999, the European Monetary Union (the "EMU") plans to introduce a new single currency, the Euro, which will replace the national currencies of participating member nations. If the Series hold investments in nations with currencies replaced by the Euro, the investment process, including trading, foreign exchange, payments, settlements, cash accounts, custody and accounting, will be impacted. Although it is not possible to predict the impact of the Euro on the Series, the transition and the elimination of currency risk among nations participating in the EMU may change the economic environment and behavior of investors, particularly in European markets. The adoption of the Euro does not reduce the currency risk presented by fluctuations in value of the U.S. dollar to other currencies and, in fact, currency exchange risk may be magnified. Also, increased market volatility may result. Additional risks that may result include the fact that European issuers in which the Series invest may face substantial conversion costs, which may not be accurately anticipated and may impact issuer profitability and creditworthiness. Brinson Partners has created an interdepartmental team to handle all Euro- related changes to enable the Series to process transactions accurately and completely with minimal disruption to business activities. While there can be no assurance that the Series will not be adversely affected, Brinson Partners and the Trust's service providers are taking steps that they believe are reasonably designed to address the Euro issue. There are additional risks inherent in investing in less developed countries which are applicable to the Global Fund. Compared to the United States and other developed countries, emerging market countries may have relatively unstable governments, economies based on only a few industries, and securities markets that trade only a small number of securities and employ settlement procedures different from those used in the United States. Prices on these exchanges tend to be volatile and, in the past, securities 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. 14 Emerging markets countries such as those in which the Global Fund may invest have historically experienced and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations or currency depreciation, large amounts of external debt, balance of payments and trade difficulties and extreme poverty 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. FOREIGN CURRENCY TRANSACTIONS (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND) - To manage exposure to currency fluctuations, the Series may alter fixed income or money market exposures, enter into forward currency exchange contracts, buy or sell options or 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 their obligations. FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS (ALL SERIES) - The Series may attempt to reduce the overall level of investment risk of particular securities and attempt to protect against adverse market movements by investing in futures, options and other derivative instruments. A derivative instrument is commonly defined as a financial instrument whose performance and value are derived, at least in part, from another source, such as the performance of an underlying asset, a specific security or an index of securities. The derivative instruments in which the Series may invest include the purchase and writing of options on securities (including index options) and options on foreign currencies, investing in futures contracts for the purchase or sale of instruments based on financial indices, including interest rate indices or indices of U.S. or foreign government securities, equity or fixed income securities ("futures contracts"), forward contracts and swaps and swap-related products such as equity index swaps, interest rate swaps, currency swaps, and related caps, collars and floors. The investment in futures, options, forward contracts, swaps and similar strategies by the Series will depend on Brinson Partners' judgment as to the potential risks and rewards of different types of strategies, and it should be recognized that the use of these instruments exposes the Series to additional investment risks and transaction costs. If the Advisor incorrectly analyzes the market conditions or does not employ the appropriate strategy with respect to these instruments, the Series could be left in a less favorable position. For example, gains and losses on investments in futures depend on the Advisor's ability to predict correctly the direction of security prices, interest rates and other economic factors. Additional risks inherent in the use of futures, options and forward contracts include: adverse movements in the prices of securities or currencies being hedged; the possible absence of a liquid secondary market for any particular instrument at any time; and the possible need to defer closing out certain hedge positions to avoid adverse tax consequences. Options and futures can be volatile instruments and may not perform as expected. A Series could experience losses if the prices of its options and futures positions are poorly correlated with its other investments. If a hedge is applied at an inappropriate time or price trends are judged incorrectly, options and futures strategies may lower a Series' return (i.e., options and futures may fail as hedging techniques in cases where the price movements of the securities underlying the options and futures do not follow the price movements of the portfolio securities subject to the hedge). Options and futures traded on foreign exchanges generally are not regulated by U.S. authorities and may offer less liquidity and less protection to a Series in the event of default by the other party to the contract. The loss from investing in futures transactions is potentially unlimited. A Series does not intend to purchase put and call options that are traded on a national stock exchange in an amount exceeding 5% of its net assets. 15 Each Series may invest in derivatives for hedging purposes, to maintain liquidity, or in anticipation of changes in the composition of its portfolio holdings. No Series will engage in derivative investments purely for speculative purposes. A Series will invest in one or more derivatives only to the extent that the instrument under consideration is judged by the Advisor to be consistent with the Series' overall investment objective and policies. In making such judgment, the potential benefits and risks will be considered in relation to the Series' other portfolio investments. Where not specified, investment limitations with respect to a Series' derivative instruments will be consistent with that Series' existing percentage limitations with respect to its overall investment policies and restrictions. The risks and policies of various types of derivative instruments permitted for the Series, including options, futures, forward contracts and applicable interest rate swaps, are described in greater detail in Appendix A in this Prospectus, and in the Statement of Additional Information. NON-DIVERSIFIED STATUS (GLOBAL BOND FUND AND U.S. LARGE CAPITALIZATION EQUITY FUND) - Each Series is classified as a "non-diversified" investment company under the Act, which means that the proportion of the Series' assets that may be invested in the securities of a single issuer is not limited by the Act. Since each Series may invest a larger portion of its assets in the securities of a single issuer than investment companies that are classified as diversified funds under the Act, an investment in the Global Bond Fund or in the U.S. Large Capitalization Equity Fund may be subject to greater fluctuations in value than an investment in a diversified fund. MANAGEMENT OF THE TRUST THE BOARD OF TRUSTEES The Trust is a Delaware business trust. Under Delaware law, the Board of Trustees has overall responsibility for managing the business and affairs of the Trust. The Trustees, in turn, elect the officers of the Trust, who are responsible for administering 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, 1998, over $286 billion, primarily for pension and profit sharing institutional accounts. 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 Bahrain, Basel, Frankfurt, Geneva, Hong Kong, London, Melbourne, New York, Paris, Rio de Janeiro, Singapore, Sydney, Tokyo and Zurich, in addition to its principal office at 209 South LaSalle Street, Chicago, IL 60604-1295. Brinson Partners is a part of the UBS Brinson Division of UBS AG. UBS AG, with headquarters in Basel, Switzerland, is an internationally diversified organization with operations in many aspects of the financial services industry. UBS AG was formed by the merger of Union Bank of Switzerland and Swiss Bank Corporation in June 1998. Brinson Partners also serves as the investment advisor to nine other investment companies: Brinson Relationship Funds, which includes seventeen investment portfolios (series); The Enterprise Group of Funds, Inc. - International Growth Portfolio; Enterprise Accumulation Trust - International Growth Portfolio; Fort Dearborn Income Securities, Inc.; The Hirtle Callaghan International Trust - The International Equity Portfolio; John Hancock Variable Annuity Series Trust I - International Balanced Portfolio; Managed Accounts Services Portfolio Trust - Pace Large Company Value Equity Investments; AON Funds - International Equity Fund; and The Republic Funds - Republic Equity Fund. 16 Pursuant to its investment advisory agreements (the "Agreements") with the Trust on behalf of each Series, Brinson Partners receives a monthly fee at various annual percentage rates of each Series' average daily net assets, as described below, for providing investment advisory services. Brinson Partners is responsible for paying its own expenses. Pursuant to the Agreements, Brinson Partners is authorized, at its own expense, to obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it does not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. For providing investment advisory services during the fiscal year ended June 30, 1998, Brinson Partners was entitled to receive, under the Agreements, a monthly fee at an annual rate as follows of the average daily net assets of the Funds: Global Fund......................................................... 0.80% Global Equity Fund.................................................. 0.80 Global Bond Fund.................................................... 0.75 U.S. Balanced Fund.................................................. 0.70 U.S. Equity Fund.................................................... 0.70 U.S. Large Capitalization Equity Fund............................... 0.70 U.S. Bond Fund...................................................... 0.50 Non-U.S. Equity Fund................................................ 0.80
The fee payable to Brinson Partners by the Global, Global Equity and Non- U.S. Equity Funds is higher than the advisory fees paid by most other mutual funds, but is comparable to those of other mutual funds with similar investment objectives. The Advisor, however, has irrevocably agreed to waive its fees and reimburse certain expenses so that the total operating expenses, with the exception of 12b-1 expenses, of the UBS Investment Fund--Global, UBS Investment Fund--Global Equity, UBS Investment Fund--Global Bond, UBS Investment Fund--U.S. Balanced, UBS Investment Fund--U.S. Equity, UBS Investment Fund--U.S. Large Capitalization Equity, UBS Investment Fund--U.S Bond and UBS Investment Fund--Non-U.S. Equity will never exceed 1.10%, 1.00%, 0.90%, 0.80%, 0.80%, 0.80%, 0.60% and 1.00%, respectively. 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 primarily responsible for making recommendations for portfolio purchases. ADMINISTRATION OF THE TRUST THE UNDERWRITER Funds Distributor, Inc. ("FDI"), 60 State Street, Suite 1300, Boston, MA 02109, was engaged pursuant to an agreement dated February 5, 1997, for the limited purpose of acting as underwriter to facilitate the filing of notices regarding sales of the shares of the Trust under state securities laws and to assist in the sale of shares. The fee for such service is borne by the Advisor. 17 THE ADMINISTRATOR ADMINISTRATIVE, ACCOUNTING, TRANSFER AGENCY AND CUSTODIAN SERVICES The Trust, on behalf of each Series, has entered into a Multiple Services Agreement (the "Services Agreement") with Morgan Stanley Trust Company ("MSTC"), One Pierrepont Plaza, Brooklyn, New York 11201, pursuant to which MSTC is required to provide general administrative, accounting, portfolio valuation, transfer agency and custodian services to the Series, including the coordination and monitoring of any third party service providers. MSTC provides custodian services for the securities and cash of the Series. The custody fee schedule is based primarily on the net amount of assets held during the period for which payment is being made. As authorized under the Services Agreement, MSTC has entered into a Mutual Funds Service Agreement (the "CGFSC Agreement") with Chase Global Funds Services Company ("CGFSC"), a corporate affiliate of The Chase Manhattan Bank, under which CGFSC provides administrative, accounting, portfolio valuation and transfer agency services to the Series. CGFSC's business address is 73 Tremont Street, Boston, Massachusetts 02108-3913. Subject to the supervision of the Board of Trustees of the Trust, MSTC supervises and monitors such services provided by CGFSC. Pursuant to the CGFSC Agreement, CGFSC provides: (1) administrative services, including providing the necessary office space, equipment and personnel to perform administrative and clerical services; preparing, filing and distributing proxy materials, periodic reports to investors, registration statements and other documents; and responding to investor inquiries; (2) accounting and portfolio valuation services, including the daily calculation of each Fund's net asset value and the preparation of certain financial statements; and (3) transfer agency services, including the maintenance of each investor's account records, responding to investors' inquiries concerning accounts, processing purchases and redemptions of each Fund's shares, acting as dividend and distribution disbursing agent and performing other service functions. Shareholder inquiries should be made to the transfer agent at 1-800-794-7753. Also as authorized under the Services Agreement, MSTC has entered into a sub-administration agreement (the "FDI Agreement") with FDI, under which FDI provides administrative assistance to the Series with respect to (i) regulatory matters, including regulatory developments and examinations, (ii) all aspects of the Series' day-to-day operations, (iii) office facilities, clerical and administrative services, and (iv) maintenance of books and records. For its administrative, accounting, transfer agency and custodian services, MSTC receives the following as compensation from the Trust on an annual basis: 0.0025% of the average daily U.S. assets of the Trust, 0.0525% of the average daily non-U.S. assets of the Trust, 0.3250% of the average daily emerging markets equity assets of the Trust; and 0.019% of the average daily emerging markets debt assets of the Trust. MSTC receives an additional fee of 0.075% of the average daily net assets of the Trust for administrative duties, the latter subject to the expense limitation applicable to the Trust. No fee (asset based or otherwise) is charged on any investments made by any fund into any other fund sponsored or managed by the Advisor and assets of a fund that are invested in another investment company or series thereof sponsored or managed by the Advisor will not be counted in determining the 0.075% administrative duties fee or the applicability of the expense limitation on 18 such fee. The foregoing fees include all out-of-pocket expenses or transaction charges incurred by MSTC and any third party service provider in providing such services. Pursuant to the CGFSC Agreement and the FDI Agreement, MSTC pays CGFSC and FDI, respectively, for the services that CGFSC and FDI provide to MSTC in fulfilling MSTC's obligations under the Services Agreement. INDEPENDENT AUDITORS Ernst & Young LLP, Chicago, Illinois, are the independent auditors of the Trust. PURCHASE OF SHARES Shares of the Funds may be purchased directly from the Trust at the net asset value next determined after receipt of the order in proper form by the transfer 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 suspend the offering of shares of the UBS Investment Funds class of shares or any Series. The Funds will not accept a check endorsed over by a third-party. The minimum initial investment for Fund shares is $1,000 (including IRAs). Subsequent investments for Fund shares will be accepted in minimum amounts of $50 (including IRAs). The Trust reserves the right to vary the initial investment minimum and minimums for additional investments in the Funds at any time. In addition, Brinson Partners may waive the minimum initial investment requirement for any investor. The UBS Investment Funds will be marketed directly through the offices of UBS AG. UBS AG has been providing investment advisory services since its formation in . Through its branches and subsidiaries, UBS AG conducts securities research, provides investment advisory services and manages mutual funds in major cities throughout the world, [including Amsterdam, Basel, Geneva, Frankfurt, Hong Kong, London, Luxembourg, Monte Carlo, New York, Paris, Singapore, Sydney, Tokyo, Toronto and Zurich.] The UBS Investment Funds may be purchased through broker-dealers having sales agreements with FDI, or through financial institutions having agency agreements with FDI. There is no sales load or charge in connection with the purchase of shares. The UBS Investment Funds class of shares, however, are subject to annual 12b-1 Plan expenses of up to a maximum of 0.90% (0.25% of which are service fees to be paid by the Funds to FDI, dealers or others for providing personal service and/or maintaining shareholder accounts) of the Funds' average daily net assets of such shares. Purchase orders for shares of the Funds 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 Funds' net asset values per share are calculated, are priced according to the net asset value determined on that day. Purchase orders for shares of the Funds 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 Funds reserve the right to change the time at which purchases are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. Under certain circumstances, the Trust has entered into one or more agreements (each, a "Sales Agreement") with brokers, dealers or financial institutions (each, an "Authorized Dealer") under which the Authorized Dealer may directly, or through intermediaries that the Authorized Dealer is authorized to designate under the Sales Agreement (each, a "Sub-designee"), accept purchase and redemption orders that are in "good form" on behalf of the Funds. A Fund will be deemed to have received a purchase order when the Authorized Dealer or Sub-designee accepts the purchase order and such order will be priced at the Fund's net asset value next computed after such order is accepted by the Authorized Dealer or Sub-designee. 19 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 Funds may be purchased through 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 purchase. Such fees would not otherwise be charged if the shares were purchased directly from the Trust. Brinson Partners, or its affiliates, from its own resources, may compensate broker-dealers or other financial intermediaries ("Service Providers") for marketing, shareholder servicing, recordkeeping and/or other services performed with respect to UBS Investment Funds class of shares. Payments made for any of these purposes may be made from its revenues, its profits or any other sources available to it. When such service arrangements are in effect, they are made generally available to all qualified Service Providers. PURCHASES MAY BE MADE IN ONE OF THE FOLLOWING WAYS:
INITIAL INVESTMENT SUBSEQUENT INVESTMENTS ------------------------------- ------------------------------- MINIMUM $1,000 MINIMUM $50 BY MAIL . Complete and sign the Account . Make your check payable [LOGO] Application accompanying this to "UBS Investment Fund-- Prospectus. __________." . Make your check payable to . Enclose the remittance "UBS Investment Fund-- portion of your account __________." statement and include the . Mail to the address indicated amount of investment, the on the Account Application. account name and number. . Mail to the address indicated on your account statement or enclose in the envelope provided. BY WIRE . Call 1-800-794-7753 to . Wire federal funds to: [LOGO] arrange for a wire THE CHASE MANHATTAN BANK transaction. ABA # 021000021 . Wire federal funds within 24 DDA # 9102-783504 hours to: FBO "UBS INVESTMENT FUND-- THE CHASE MANHATTAN BANK __________" AND INCLUDE YOUR ABA # 021000021 NAME AND ACCOUNT NUMBER. DDA # 9102-783504 FBO "UBS INVESTMENT FUND-- __________" AND INCLUDE YOUR NAME AND NEW ACCOUNT NUMBER. . Complete and sign the Account Application and mail to the address indicated on the Account Application immediately following the initial wire transaction. BY TELEPHONE . Call 1-800-794-7753 to . Call 1-800-794-7753 to [LOGO] arrange for a telephone arrange for a telephone transaction. transaction.
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INITIAL INVESTMENT SUBSEQUENT INVESTMENTS ------------------------------- ------------------------------- PURCHASING BY EXCHANGES . You may open a new account . You may purchase additional [LOGO] for a Series of the Trust by shares of a Series of the making an exchange from an Trust by making an exchange existing UBS Investment Funds from an existing UBS class account of any other Investment Funds class account Series of the Trust. Exchanges of any other Series of the may be made by mail or Trust. Exchanges may be made telephone. Call 1-800-794-7753 by mail or telephone. Call for assistance. 1-800-794-7753 for assistance. AUTOMATICALLY . Please refer to "Automatic . Please refer to "Automatic Investment Plan" under Investment Plan" under "Account Options" or call 1- "Account Options" or call 1- 800-794-7753 for assistance. 800-794-7753 for assistance.
ACCOUNT OPTIONS The following account options are available to shareholders. There are no charges for the programs noted below and an investor may change or terminate these plans at any time by written notice to the Trust. For information about participating in these account options, call the transfer agent at 1-800-794- 7753.
ACCOUNT OPTIONS INSTRUCTIONS -------------------------- --------------------------------------------------- AUTOMATIC INVESTMENT PLAN . You may have money deducted directly from your checking, savings or bank money market accounts for investment in the Funds each month or quarter. . Complete the Automatic Investment Plan section on the Account Application accompanying this Prospectus and mail it to the address indicated. . The account must be opened first with the initial $1,000 minimum investment with subsequent minimum investments of $50 pursuant to the Automatic Investment Plan. . The account designated will be debited in the specified amount, on the date indicated, and Fund shares will be purchased. The Trust may alter or terminate the Automatic Investment Plan at any time. SYSTEMATIC WITHDRAWAL PLAN . A shareholder with a minimum account of $10,000 may direct the transfer agent to send the shareholder (or anyone the shareholder designates) regular, monthly, quarterly or semi-annual payments. Each payment under a Systematic Withdrawal Plan ("SWP") must be at least $100. Such payments are drawn from share redemptions. . Shareholders participating in the SWP must elect to have their dividends and distributions automatically reinvested in additional Fund shares. . The Trust may terminate any SWP for an account if the value of the account falls below $5,000 as a result of share redemptions or an exchange of shares of a Fund for UBS Investment Fund class of shares of another Series of the Trust.
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ACCOUNT OPTIONS INSTRUCTIONS ------------------------------ ---------------------------------------------- INDIVIDUAL RETIREMENT ACCOUNTS n An IRA is a tax-deferred retirement savings account that may be used by an individual under age 70 1/2 who has compensation or self-employment income and his or her unemployed spouse, or an individual who has received a qualified distribution from his or her employer's retirement plan. n The minimum purchase requirement for IRAs is $1,000.
REDEMPTION OF SHARES Shares of the Funds may be redeemed without charge on any business 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 request meeting the requirements described below. The Trust normally sends redemption proceeds on the next business day but, in any event, redemption proceeds 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 an Account Application. Please note that the shareholder'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 Funds' net asset values per share are calculated are effected that day. The Funds reserve the right to change the time at which redemptions are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. 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 account. Shares of the Funds may be redeemed through certain broker-dealers, banks and bank trust departments who 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 redeemed directly from the Trust. Under the Sales Agreement, the Authorized Dealer or Sub-designee is authorized to accept redemption orders on behalf of the Funds. A Fund will be deemed to have received a redemption order when the Authorized Dealer or Sub- designee accepts the redemption order and such order will be priced at the Fund's net asset value next computed after such order is accepted by the Authorized Dealer or Sub-designee. 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 Partners or the Board of Trustees, result in the necessity of a 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 a 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 interests 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 22 may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of the securities received from a Series. In- kind payments need not constitute a cross-section of a Series' portfolio. Where a shareholder has requested redemption of all or a part of the shareholder's investment and where a Series computes such redemption in-kind, the Series will not recognize gain or loss for federal tax purposes on the securities used to compute the redemption, 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. MINIMUM BALANCES Due to the relatively high cost of maintaining smaller accounts, the Trust reserves the right to involuntarily redeem shares in any Fund account for their then current net asset value (which will be promptly paid to the shareholder) if at any time the total investment does not have a value of at least $1,000 as a result of redemptions and not due to changes in the asset value of the Series. The shareholder will be notified that the value of his or her Fund account is less than the required minimum and will be allowed at least 60 days to bring the value of the account up to the minimum before the redemption is processed. SHARES MAY BE REDEEMED IN ONE OF THE FOLLOWING WAYS: BY MAIL . Submit a written request for redemption with: [LOGO] . The Fund's name; . Your Fund account number; . The dollar amount or number of shares to be redeemed; and . Signatures of all persons required to sign for transactions, exactly as their names appear on the Account Application. . To protect your account from fraud, the Fund and its agents may require a signature guarantee for certain redemptions to verify the identity of the person who has authorized a redemption from your account. Please contact the Fund for further information. . Mail to the address indicated on the Account Application. Questions may be directed to the transfer agent at 1-800-794-7753. BY WIRE . This service must be elected either on the [LOGO] initial application or subsequently arranged in writing. . Shares may be redeemed by instructing the transfer agent by telephone at 1-800-794-7753. . Wire redemption requests must be received by the transfer agent before 4:00 p.m. Eastern time for money to be wired the next business day. BY TELEPHONE 1-800-794-7753 . This service must be elected either on the [LOGO] initial application or subsequently arranged in writing. . Shares may be redeemed by instructing the transfer agent by telephone at 1-800-794-7753. . Shares will be sold at the next share price calculated after the order is received and accepted. Share price is normally calculated at 4:00 p.m. Eastern time. AUTOMATICALLY . Please refer to "Systematic Withdrawal Plan" under "Account Options" or call 1-800-794-7753 for assistance.
- ---------- NOTE: The Trust reserves the right to refuse a wire or telephone redemption if it is believed advisable to do so. Procedures for redeeming shares of the UBS Investment Funds by wire or telephone may be modified or terminated at any time by the Trust. 23 TELEPHONE TRANSACTIONS: Shareholders who wish to initiate purchase, exchange or redemption transactions by telephone must elect the option, as described above. With respect to such telephone transactions, the Funds 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 mother's maiden name) and, if they do not, the Funds 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 transactions initiated by telephone. EXCHANGE OF SHARES: Fund shares may be exchanged for UBS Investment Funds class of shares of any other Series within the Trust. Exchanges will not be permitted between the UBS Investment Funds class of shares and either the Brinson Fund-Class N shares or the Brinson Fund-Class I 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 Account Application. 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 the relative net asset values per share of the UBS Investment Funds class of shares of the Fund from which, and the Fund into which, the exchange is made. Exchanges may be made only for shares of a Series and 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 exchange. 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 (currently 4:00 p.m. Eastern time) on the NYSE on any day that the NYSE is open for regular trading. The Funds reserve the right to change the time at which exchanges are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. TRANSFER OF SECURITIES: At the discretion of the Trust, investors may be permitted to purchase Fund shares by transferring securities to a Series that meet the Series' investment objective and policies. Securities transferred to a Series will be valued 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 a 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 delivered 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 investors' basis therein. Securities will not be accepted in exchange for shares of a Fund unless: (1) such securities are, at the time of the exchange, eligible to be included in the Series' portfolio and current market quotations are readily available for such securities; (2) the investor represents and warrants that all securities offered to be exchanged are not subject to any restrictions upon their sale by the Series under the Securities Act of 1933, as amended, or under the laws of the country in which the principal market for such securities 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. 24 NET ASSET VALUE The net asset value per share for each class of shares of the Series is computed by adding, with respect to each class of shares, the value of a Series' investments, cash and other assets attributable to that class, deducting liabilities of the class and dividing the result by the number of shares of that class outstanding. The public offering price of the shares of each classes' shares, all of which are sold on a continuous basis, is the net asset value of that class. The valuation of assets for determining the net asset value may be summarized as follows: Securities traded on securities exchanges are valued at the last available sale price. Securities that are not traded on a particular day or on an exchange are valued at either (a) the bid price or (b) a valuation within the range considered best to represent value in the circumstances. Price information on listed securities is generally taken from the closing price on the exchange where the security is primarily traded. Valuations of equity securities may be obtained from a pricing service and/or broker- dealers when such prices are believed to reflect fair value of such securities. Use of a pricing service and/or broker-dealers has been approved by the Board of Trustees. Futures contracts are valued at their daily quoted settlement price on the exchange on which they are traded. Forward foreign currency contracts are valued daily using the mean between the bid and asked forward points added to the current exchange rate and an unrealized gain or loss is recorded. The Series realizes a gain or loss upon settlement of the contracts. For valuation purposes, foreign securities initially expressed in foreign currency values will be converted into U.S. dollar values using WM/Reuters closing spot rates as of 4:00 p.m. London time. Securities with a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Fixed income securities having a remaining maturity of over 60 days are valued at market price. Debt securities are valued on the basis of prices provided by a pricing service, or at the bid price where readily available, as long as the bid price, in the opinion of the Advisor, continues to reflect the value of the security. Redeemable securities issued by open-end investment companies are valued using their respective net asset values for purchase orders placed at the close of the NYSE. Securities (including over-the-counter options) for which market quotations are not readily available and other assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Net asset value is determined on each day that the NYSE is open, as of the close of business of the regular session of the NYSE (currently 4:00 p.m. Eastern time). Investments and requests to exchange or redeem shares received by the Series in proper form before such close of business are effective, and will receive the price determined, on that day. Investment, exchange and redemption requests received after such close of business are effective, and will receive the share price determined, on the next business day. The Funds reserve the right to change the time at which purchases, redemptions and exchanges are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. Because of time zone differences, foreign exchanges and securities markets will usually be closed prior to the time of the closing of the NYSE and values of foreign futures and options and foreign securities will be determined as of the earlier closing of such exchanges and securities markets. However, events affecting the values of such foreign securities may occasionally occur between the earlier closings of such exchanges and securities markets and the closing of the NYSE which will not be reflected in the computation of the net asset value of a class of a Series. If an event materially affecting the value of such foreign securities occurs during such period, then such securities will be valued at fair value as determined in good faith by or under the direction of the Board of Trustees. Where a foreign securities market remains open at the time that a Series values its portfolio securities, or closing prices of securities from that market may not be retrieved because of local time differences or other difficulties in obtaining such prices at that time, last sale prices in such market at a point in time most practicable to timely valuation of the Series may be used. 25 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 Saturday). As a result, the net asset value of a Fund may be significantly affected by such trading on days when shareholders have no access to the Fund. All of the Series' classes of shares will bear pro rata all of the expenses of that Series common to all classes. The net asset value of all outstanding shares of each class of the Series will be computed on a pro rata basis for each outstanding share based on the proportionate participation in the Series represented by the value of shares of 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' proportionate participation in the Series represented by the value of shares of such class, except that the Brinson Fund-Class N and the Brinson Fund-Class I will not incur any of the expenses under the UBS Investment Funds class' 12b-1 Plan. Due to the specific distribution expenses and other costs that will be allocable to each class, the dividends paid to each class, and related performance, of the Series may vary. The per share net asset value of the UBS Investment Funds class of shares and the Brinson Fund-Class N shares will generally be lower than that of the Brinson Fund- Class I shares of a Series because of the higher expenses borne by the UBS Investment Funds class of shares and the Brinson Fund-Class N shares. It is expected, however, that the net asset value per share of the two classes will tend to converge immediately after the payment of dividends, which will differ by approximately the amount of the service and distribution expense differential among the classes. DISTRIBUTION PLAN The Board of Trustees of the Trust has adopted a distribution plan (the "Plan") pursuant to Rule 12b-1 under the Act for the UBS Investment Funds class of shares. The Plan permits each Series to reimburse FDI, Brinson Partners and others from the assets of the UBS Investment Funds class of shares a quarterly fee for services and expenses incurred in distributing and promoting sales of the UBS Investment Fund class of shares. These expenses include, but are not limited to, preparing and distributing advertisements and sales literature, printing prospectuses and reports used for sales purposes, and paying distribution and maintenance fees to brokers, dealers and others in accordance with a selling agreement with the Trust on behalf of the UBS Investment Funds class of shares or FDI. In addition, each Series may make payments directly to FDI for payment to dealers or others, or directly to others, such as banks, who assist in the distribution of the UBS Investment Funds or provide services with respect to the UBS Investment Funds. UBS AG, or one of its affiliates, pursuant to a selected dealer agreement, may provide additional compensation to securities dealers from its own resources in connection with sales of the UBS Investment Funds class of shares of the Series. The aggregate distribution fees paid by the Series from the assets of the respective UBS Investment Funds class of shares to FDI and others under the Plan may not exceed 0.90% of a Fund's average daily net assets in any year (0.25% of which are service fees to be paid by the Series to FDI, dealers and others, for providing personal service and/or maintaining shareholder accounts). The Plan provides, however, that the aggregate distribution fees for each respective Fund shall not exceed the following maximum amounts for the 1999 fiscal year; UBS Investment Fund--Global--0.65%, UBS Investment Fund--Global Equity--0.76%, UBS Investment Fund--Global Bond--0.49%, UBS Investment Fund--U.S. Balanced--0.50%, UBS Investment Fund--U.S. Equity-- 0.52%, UBS Investment Fund--U.S. Large Capitalization Equity--0.52%, UBS Investment Fund--U.S. Bond--0.47% and UBS Investment Fund--Non-U.S. Equity-- 0.84%. 26 The Plan applies only to the UBS Investment Funds class of shares of each Series. Shares of other classes are not included in calculating the Plan's fees and the Plan is not used to assist in the distribution and marketing of each Series' Brinson Fund-Class I or Brinson Fund-Class N shares. All payments made by the UBS Investment Funds class of shares of a Series pursuant to the Plan shall be made for the purpose of selling shares issued by the UBS Investment Funds class of that Series. Distribution expenses which are attributable to a particular class of a Series will be charged against the assets of that class of that Series. Distribution expenses which are attributable to more than one class or Series will be allocated among the classes or Series, in proportion to their relative net assets. The quarterly fees paid to FDI under the Plan are subject to the review and approval by the Trust's Trustees who are not "interested persons" of the Advisor or FDI (as defined in the Act) and who may reduce the fees or terminate the Plan at any time. DIVIDENDS, DISTRIBUTIONS AND TAXES DIVIDENDS The Series will distribute their net investment income semi-annually in June and December. The Series will distribute annually in December substantially all of their net long-term capital gains and any undistributed net short-term capital 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 their net investment income earned through the end of December and not previously distributed as ordinary (not capital) income. Dividends and other distributions paid by a Series with respect to its UBS Investment Fund class, Brinson Fund-Class N and Brinson Fund-Class I shares are calculated in the same manner and at the same time. The per share amount of any income dividends will generally differ among the classes only to the extent that the Brinson Fund-Class N and the UBS Investment Fund class are subject to separate 12b-1 fees. The per share dividends on UBS Investment Funds class of shares and Brinson Fund-Class N shares will be lower than the per share dividends on the Brinson Fund-Class I shares of each Series as a result of the distribution and service fees applicable with respect to the UBS Investment Funds class of shares and Brinson Fund-Class N shares. Income dividends and capital gain distributions are reinvested automatically in additional Fund shares of the same class of a Series at net asset value, unless the shareholder has notified the transfer agent, in writing, of the shareholder's election to receive them in cash. Distribution options may be changed at any time by requesting a change in writing. 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 current net asset value and the dividend option may be changed from cash to reinvest. Dividends are reinvested on the ex dividend date (the "ex date") at the net asset value determined at the close of business on that date. 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. TAXES Each Series has qualified, and intends to continue to qualify, for taxation as a "regulated investment company" under the Internal Revenue Code of 1986, as amended ("the Code"). Such qualification relieves a Series of liability for federal income taxes to the extent the Series' earnings are distributed in accordance with the Code. Each Series is treated as a separate corporate entity for federal tax purposes. 27 Distributions of any net investment income and of any net realized short- term capital gains are taxable to shareholders as ordinary income. All distributions may be subject to state and local taxes. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) are taxable to shareholders as long-term capital gain regardless of how long a shareholder may have held shares of a Series. The tax treatment of distributions of ordinary income or capital gains will be the same whether the shareholder reinvests the distributions or elects to receive them in cash. A distribution will be treated as paid on December 31 of the current calendar year if it is declared in October, November or December with a record date in such a month and paid during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. Shareholders will be advised annually of the source and tax status of all distributions for federal income tax purposes. Further information regarding the tax consequences of investing in the Series is included in the Statement of Additional Information. The above discussion is intended for general information only. Investors should consult their own tax advisors for more specific information on the tax consequences of particular types of distributions. Redemptions of Series shares, and the exchange of shares between two Series of the Trust, are taxable events and, accordingly, shareholders may realize capital gains or losses on these transactions. Shareholders may be subject to back-up withholding on reportable dividend and redemption payments ("back-up withholding") if a certified taxpayer identification number is not on file with the Series, or if, to the Series' knowledge, an incorrect number has been furnished, or if the Series has been notified by the Internal Revenue Service that an account is subject to back-up withholding. An individual's taxpayer identification number is the individual's social security number. If more than 50% of a 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. A 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 required to include in their gross incomes their pro rata share of foreign taxes paid by the Series. However, shareholders will be able to treat their pro rata share 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 returns. A Series which makes investments in the securities of foreign corporations may make investments in foreign companies that are "passive foreign investment companies" ("PFICs"). These investments in PFICs may cause a Series to pay income taxes and interest charges. If possible, the Series will not invest in PFICs or will adopt other strategies to avoid these taxes and charges. GENERAL INFORMATION ORGANIZATION The Brinson Funds is a Delaware business trust organized pursuant to an Agreement and Declaration of Trust, dated December 1, 1993. The Trust was originally organized as a Maryland corporation on April 14, 1992. 28 On December 1, 1993, the Trust reorganized as a Delaware business trust through a merger of the Maryland corporation into the Trust. The Trust is registered under the Act as an open-end management investment company, commonly known as a mutual fund and consists of eight different Series. The Trustees of the Trust may establish additional series or classes of shares without the approval of shareholders. All of the Series, except the Global Bond Fund and the U.S. Large Capitalization Equity Fund, are diversified portfolios. The assets of each Series belong only to that Series, and the liabilities of each Series are borne solely by that Series and no other. DESCRIPTION OF SHARES Each Series is authorized 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 only unissued shares with respect to such series. Shares of each series represent equal proportionate interests in the assets of that series only and have identical voting, dividend, redemption, liquidation, and other rights, except that only shares of each Series' Brinson Fund-Class N and UBS Investment Fund classes shall have voting rights with respect to the Rule 12b-1 Plan relating to such classes, respectively, as described below. All shares issued are fully paid and non- assessable, and shareholders have no preemptive or other right to subscribe to any additional shares and no conversion rights. Currently, the Trust offers eight investment portfolios or series-Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund. Three classes of shares are currently issued by the Trust for each Series, the Brinson Fund-Class N, Brinson Fund-Class I, and the UBS Investment Funds class. Prior to September 15, 1998, the "UBS Investment Funds class" was known as the "Swisskey Fund class." VOTING RIGHTS Each issued and outstanding full and fractional share of a Series is entitled to one full and fractional vote in the Series and all shares of each Series participate equally with regard to dividends, distributions, and liquidations with respect to that Series. Shareholders do not have cumulative voting rights. On any matter submitted to a vote of shareholders, shares of each Series will vote separately except when a vote of shareholders in the aggregate is required by law, or when the Trustees have determined that the matter affects the interests of more than one Series, in which case the shareholders of all such Series shall be entitled to vote thereon. Only the UBS Investment Funds class shareholders may vote on matters related to the Rule 12b-1 Plan associated with that class. Only the Brinson Fund-Class N shareholders may vote on matters related to the Rule 12b-1 Plan associated with that class. As of August 18, 1998, UBS AG held of record more than 25% of the outstanding shares of the Global Fund; UBS held of record more than 25% of the outstanding shares of the Global Equity Fund; UBS held of record more than 25% of the outstanding shares of the Global Bond Fund; UBS held of record more than 25% of the outstanding shares of the U.S. Balanced Fund; UBS SA held of record more than 25% of the outstanding shares of the U.S. Equity Fund; Thomas J. Digenan held of record more than 25% of the outstanding shares of the U.S. Large Capitalization Equity Fund; UBS SA held of record more than 25% of the outstanding shares of the U.S. Bond Fund; UBS and UBS SA each held of record more than 25% of the outstanding shares of the Non-U.S. Equity Fund. A shareholder that holds such a percentage of the outstanding shares of a class may be deemed a controlling person of that class under the Act. SHAREHOLDER MEETINGS The Trustees of the Trust do not intend to hold annual meetings of shareholders of the Series. The U.S. Securities and Exchange Commission, however, requires the Trustees to promptly call a meeting for the purpose 29 of voting upon the question of removal of any Trustee when requested to do so by not less than 10% of the outstanding shareholders of the respective Series. In addition, subject to certain conditions, shareholders of each Series may apply to the Series to communicate with other shareholders to request a shareholders' meeting to vote upon the removal of a Trustee or Trustees. PORTFOLIO TURNOVER (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND) As a result of the investment policies of the Global Fund, Global Bond Fund, U.S. Balanced Fund and U.S. Bond Fund, their portfolio turnover rates may exceed 100%. High portfolio turnover (over 100%) may involve correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Series and ultimately by the Series' shareholders. In addition, high portfolio turnover may result in increased short-term capital gains, which, when distributed to shareholders, are treated as ordinary income for tax purposes. PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS The Trust will attempt to obtain the best overall price and most favorable execution of transactions in portfolio securities. However, subject to policies established by the Board of Trustees of the Trust, a Series may pay a broker- dealer a commission for effecting a portfolio transaction for the Series in excess of the amount of commission another broker-dealer would have charged if Brinson Partners determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such broker-dealer, viewed in terms of that particular transaction or such firm's overall responsibilities with respect to the clients, including the Series, as to which it exercises investment discretion. In selecting and monitoring broker-dealers and negotiating commissions, consideration will be given to a broker-dealer's reliability, the quality of its execution services on a continuing basis and its financial condition. When buying or selling securities, a Series may pay commissions to brokers who are affiliated with the Advisor or the Series. The Series may purchase securities in certain underwritten offerings for which an affiliate of the Series or the Advisor may act as an underwriter. The Series may effect futures transactions through, and pay commissions to, futures commission merchants who are affiliated with the Advisor or the Series in accordance with procedures adopted by the Board of Trustees of the Trust. SHAREHOLDER REPORTS AND INQUIRIES Shareholders will receive semi-annual reports showing portfolio investments and other information as of December 31 and annual reports audited by independent auditors as of June 30. Shareholders with inquiries should call the UBS Investment Funds at 1-800-794-7753 or write to The UBS Investment Funds, P.O. Box 2798, Boston, MA 02708-2798. YEAR 2000 ISSUES Like other investment companies, as well as other financial and business organizations around the world, the Trust could be adversely affected if the computer systems used by the Advisor, MSTC, CGFSC and other service providers, in performing their administrative functions for the Trust, do not properly process and calculate date-related information and data as of and after January 1, 2000. This is commonly known as the "Year 2000 Issue." The Year 2000 Issue, and, in particular, foreign service providers' responsiveness to the issue, could affect portfolio and operational areas including securities trade processing, interest and dividend payments, securities pricing, shareholder account services, custody functions and others. The Advisor, MSTC and CGFSC are taking steps that they believe are reasonably designed to address the Year 2000 Issue with respect to computer systems that they use and to obtain reasonable assurances that comparable steps are being taken by 30 the Trust's other service providers. These include identifying those systems that may not function properly after December 31, 1999, and correcting or replacing those systems. In addition, steps include testing the processing of Series data on all systems relied on by the Advisor, MSTC and CGFSC. As of the date of this Prospectus, however, there can be no assurance that these steps will be sufficient to avoid any adverse impact to the Series. PERFORMANCE INFORMATION From time to time, performance information, such as yield or total return, may be quoted in advertisements or in communications to present or prospective shareholders. Performance quotations represent the Funds' past performance 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 a 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 Funds' 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 a Fund. Aggregate total return reflects the total percentage change over the stated period. To help investors better evaluate how an investment in the SwissKey Funds might satisfy their investment objectives, advertisements regarding the Funds may discuss yield or total return as reported by various financial publications. Advertisements 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 Analysis; Lipper Mutual Fund Indices; Morgan Stanley Indices; Lehman Brothers Treasury Index; Salomon Brothers Indices; Dow Jones Composite Average or its component indices; Standard & Poor's 500 Stock Index or its component indices; Wilshire Indices; The New York Stock Exchange composite or component indices; CDA Mutual Fund Report; Weisenberger-Mutual Funds Panorama and Investment Companies; Mutual Fund Values and Mutual Fund Service Book, published by Morningstar, Inc.; comparable 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 Funds 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 Funds will not be included in the UBS Investment Funds' calculations of yield or total return. Further information about the performance of the Funds is included in the Funds' Annual Report dated June 30, 1998, which may be obtained without charge by contacting the Trust at 1-800-794-7753. 31 APPENDIX A INVESTMENT POLICIES AND TECHNIQUES EQUITY SECURITIES (GLOBAL FUND, GLOBAL EQUITY FUND, U.S. BALANCED FUND, U.S. EQUITY FUND, U.S. LARGE CAPITALIZATION EQUITY FUND AND NON-U.S. EQUITY FUND): 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, European and Global depositary receipts ("Depositary Receipts"). The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States. The Series expect their U.S. equity investments to emphasize large and intermediate capitalization companies, although the Global Fund may also invest in small capitalization equity markets. The equity markets in the non-U.S. component of the Series will typically include available shares of larger capitalization companies. Capitalization levels are measured relative to specific markets, thus large, intermediate and small capitalization ranges vary country by country. The Global Fund may invest in equity securities of companies considered by the Advisor to be in their post-venture capital stage, or "post-venture capital companies." A post-venture capital company is a company that has received venture capital financing either (a) during the early stages of the company's existence or the early stages of the development of a new product or service, or (b) as part of a restructuring or recapitalization of the company. The Global Fund also may invest in open-end investment companies advised by Brinson Partners, in equity securities of issuers in emerging markets and in securities with respect to which the return is derived from the equity securities of issuers in emerging markets. FIXED INCOME SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): The Series may invest in a broad range of fixed income 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 maturities, qualities and sectors. A majority of the fixed income securities in which the Series will invest will possess a minimum rating of BBB- by S&P or Baa3 by Moody's or, if unrated, will be determined to be of comparable quality by Brinson Partners. Such securities are considered to be investment grade. 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; and 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- investment grade securities (commonly referred to as "junk bonds"), carry a higher degree of risk and are considered to be speculative by the major credit rating agencies. Each Series currently intends to limit its aggregate investment in non-investment grade debt securities of its U.S. and non-U.S. dollar denominated fixed income assets to no more than 5% of its net assets. To the extent that a security held by a Series is downgraded to below investment grade, the Series will dispose of that or another non-investment grade security so that no more than 5% of its assets will be invested in below investment grade securities. Other fixed income securities in which the Series may invest include zero coupon securities, mortgage-backed securities, asset- backed securities and when-issued securities. The non-U.S. fixed income component of the Series will typically be invested in the securities of non-U.S. governments, governmental agencies and supranational issues. A supranational entity is an entity established or financially supported by the national 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 Community, the European Investment Bank, the Inter- American Development Bank, the Export-Import Bank and the Asian Development Bank. 32 The Global Fund may invest in fixed income securities of emerging market issuers, including government and government-related entities (including participation in loans between governments and financial institutions), and of entities organized to restructure outstanding debt securities of developing countries' corporate issuers. CASH AND CASH EQUIVALENTS (ALL SERIES): The Series may invest a portion of their assets in short-term debt securities (including repurchase agreements and reverse repurchase agreements) of corporations, the U.S. government and its agencies and instrumentalities and banks and finance companies, which may be denominated in any currency. When unusual market conditions warrant, a Series may make substantial temporary defensive investments in cash equivalents up to a maximum of 100% of its net assets. Cash equivalent holdings may be in any currency (although such holdings may not constitute "cash or cash equivalents" for tax diversification purposes under the Code). When a Series invests for defensive purposes, it may affect the attainment of the Series' investment objective. Under the terms of an exemptive order issued by the SEC, each Series may invest cash (i) held for temporary defensive purposes; (ii) not invested pending investment in securities; (iii) that is set aside to cover an obligation or commitment of the Series to purchase securities or other assets at a later date; (iv) to be invested on a strategic management basis (i-iv is herein referred to as "Uninvested Cash"); and (v) collateral that it receives from the borrowers of its portfolio securities in connection with the Series' securities lending program, in a series of shares of Brinson Supplementary Trust (the "Supplementary Trust Series"). Brinson Supplementary Trust is a private investment company which has retained the Advisor to manage its investments. The Trustees of the Trust also serves as Trustees of the Brinson Supplementary Trust. The Supplementary Trust Series will invest in U.S. dollar denominated money market instruments having a dollar-weighted average maturity of 90 days or less. A Series' investment of Uninvested Cash in shares of the Supplementary Trust Series will not exceed 25% of the Series' total assets. In the event that the Advisor waives 100% of its investment advisory fee with respect to a Series, as calculated monthly, then that Series will be unable to invest in the Supplementary Trust Series until additional investment advisory fees are owed by the Series. ZERO COUPON SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): 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 value at maturity or par value. Such bonds carry an additional risk in that, unlike bonds which pay interest throughout the period to maturity, a Series investing in zero coupon securities will realize no cash until the cash payment date and, if the issuer defaults, a Series may obtain no return at all on its investment. The market price of zero coupon securities generally is more volatile than the market price of securities that pay interest periodically and are likely to be more responsive to changes in interest rates than non-zero coupon securities having similar maturities and credit qualities. For federal tax purposes, the Series will be required to include in income daily portions of original issue discount accrued and to distribute the same to shareholders annually, even if no payment is received before the distribution date. MORTGAGE- AND ASSET-BACKED SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): Mortgage-backed securities represent direct or indirect participations in, or are secured by and payable from, pools of mortgage loans secured by real property, and include single- and multi-class pass-through securities and collateralized mortgage obligations. These securities may be issued or guaranteed by agencies or instrumentalities of the U.S. government. Other mortgage-backed securities are issued by private issuers, generally originators of and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers and special purpose entities (collectively, "private lenders"). 33 Mortgage-backed securities issued by private lenders may be supported by pools of mortgage loans or other mortgage-backed securities that are guaranteed, directly or indirectly, by the U.S. government or one of its agencies or instrumentalities, or they may be issued without any governmental guarantee of the underlying mortgage assets but with some form of non-governmental credit enhancement. Asset-backed securities have structural characteristics similar to mortgage- backed securities. However, the underlying assets are not first-lien mortgage loans or interests therein; rather, they include assets such as motor vehicle installment sales contracts, other installment loan contracts, home equity loans, leases of various types of property and receivables from credit card or other revolving credit arrangements. Payments or distributions of principal and interest on asset-backed securities may be supported by non-governmental credit enhancements similar to those utilized in connection with mortgage- backed securities. The yield characteristics of mortgage- and asset-backed securities differ from those of traditional debt obligations. Among the principal differences are that interest and principal payments are made more frequently on mortgage- and asset-backed securities, usually monthly, and that principal may be prepaid at any time because the underlying mortgage loans or other assets generally may be prepaid at any time. As a result, the rate of return on these securities may be affected by prepayments of principal on the underlying loans, which generally increase as interest rates decline. As a result, if a Series purchases these securities at a premium, a prepayment rate that is faster than expected will reduce yield to maturity, while a prepayment rate that is slower than expected will have the opposite effect of increasing yield to maturity. Conversely, if a Series purchases these securities at a discount, a prepayment rate that is faster than expected will increase yield to maturity, while a prepayment rate that is slower than expected will reduce yield to maturity. Accelerated prepayments on securities purchased by a Series at a premium also impose a risk of loss of principal because the premium may not have been fully amortized at the time the principal is prepaid in full. In addition, like other debt securities, the values of mortgage-related securities, including government and government-related mortgage pools, generally will fluctuate in response to market interest rates. The market for privately issued mortgage- and asset-backed securities is smaller and less liquid than the market for government sponsored mortgage-backed securities. WHEN-ISSUED SECURITIES (GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND): The Series may purchase securities on a "when-issued" basis for payment and delivery at a later date. The price is generally fixed on the date of commitment to purchase. During the period between purchase and settlement, no interest accrues to a Series. At the time of settlement, the market value of the security may be more or less than the purchase price. The Series will establish a segregated account consisting of cash, U.S. government securities, equity securities and/or investment and non-investment grade debt securities in accordance with SEC positions. The cash, U.S. government securities, equity securities, investment or non-investment grade debt securities and other assets held in any segregated account maintained by the Series with respect to any when-issued securities, options, futures, forward contracts or other derivative transactions shall be liquid, unencumbered and marked-to-market daily (the assets held in a segregated account are referred to in this Prospectus as "Segregated Assets"), and such Segregated Assets shall be maintained in accordance with pertinent positions of the SEC. FOREIGN CURRENCY TRANSACTIONS (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND): The Series may conduct their foreign currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange 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 number of days from the date of the contract agreed upon by the parties at a price set at the 34 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 control regulations may affect the costs of currency conversion. The Series may enter into forward contracts for hedging purposes as well as non-hedging purposes. For hedging purposes, a Series may enter into contracts to deliver or receive foreign currency it will receive from or require for its normal investment activities. It may also use contracts in a manner intended to protect foreign currency-denominated securities from declines in value due to unfavorable exchange rate movements. A Series may also enter into contracts with the intent of changing the relative exposure of the Series' portfolio of securities to different currencies to take advantage of anticipated changes in exchange rates. When a Series enters into forward contracts for non-hedging purposes, it will establish a segregated account with its custodian bank in which it will maintain Segregated Assets in accordance with SEC positions. At the maturity of a forward contract, a Series may either sell a portfolio security and make delivery of the foreign currency, or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an "offsetting" contract with the same currency trader, obligating it to purchase, on the same maturity date, the same amount of the foreign currency. A Series may realize a gain or loss from currency transactions. OPTIONS ON CURRENCIES (GLOBAL FUND, GLOBAL EQUITY FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND): The Series also may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over- the-counter markets) to manage the respective portfolio's exposure to changes in currency exchange rates. Call options on foreign currency written by a 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 a Series, the Series will establish a segregated account with its custodian bank consisting of Segregated Assets in accordance with SEC positions. FUTURES CONTRACTS (ALL SERIES): The Series may enter into contracts for the future purchase or sale of securities and indices. The Global Funds and the Non-U.S. Equity Fund also may enter into contracts for the future purchase or sale of foreign currencies. A financial futures contract is an agreement between two parties to buy or sell a specified debt security at a set price on a future date. An index futures contract is an agreement to take or make delivery of an amount of cash based on the difference between the value of the index at the beginning and at the end of the contract period. A futures contract on a foreign currency is an agreement to buy or sell a specified amount of a currency for a set price on a future date. A Series may enter into a futures contract to the extent that not more than 5% of its assets are required as futures contract margin deposits and its obligations relating to such futures transactions represent not more than 25% of the Series' assets. The Global Fund, Global Equity Fund, Global Bond Fund and Non-U.S. Equity Fund will enter into such 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 United States, on foreign exchanges. OPTIONS (ALL SERIES): 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 Series' may use options traded on U.S. exchanges and, to the extent permitted by law, options traded over-the-counter and recognized foreign exchanges. It is the position of the U.S. Securities and Exchange Commission that over-the-counter options are illiquid. Accordingly, a Series will invest in such options only to the extent consistent with its 15% limit on investment in illiquid securities. 35 REPURCHASE AGREEMENTS (ALL SERIES): The Series may enter into repurchase agreements with banks or broker-dealers. Repurchase agreements are considered under the Act to be collateralized loans by a 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 repurchase agreement should default on its obligation to repurchase the underlying security, the Series may experience delay or difficulty in recovering its cash. To the extent that, in the meantime, the value of the security purchased had decreased, the Series could experience a loss. No more than 15% of a Series' net assets will be invested in illiquid securities, including repurchase agreements which have a maturity of longer than seven days. The Series must treat each repurchase agreement as a security for tax diversification purposes and not as cash, a cash equivalent or as a receivable. BORROWING (ALL SERIES): Each Series is authorized, within specified limits, to borrow money as a temporary defensive measure for extraordinary purposes and to pledge its assets in connection with such borrowings. LOANS OF PORTFOLIO SECURITIES (ALL SERIES): Each Series may loan its portfolio securities to broker-dealers and other institutional investors pursuant to agreements requiring that the loans be continuously secured by collateral equal at all times in value to at least the market value of the securities loaned. The major risk to which a 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, a Series will only enter into loan arrangements after a review of all pertinent factors by Brinson Partners, 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. RULE 144A AND ILLIQUID SECURITIES (ALL SERIES): Each Series may invest up to 15% of its net assets in illiquid securities. Illiquid securities are those securities that are not readily marketable, including restricted securities and repurchase obligations that mature in more than seven days. Certain restricted securities that may be resold to institutional investors pursuant to Rule 144A under the Securities Act of 1933 may be determined to be liquid under guidelines adopted by the Trust's Board of Trustees. INVESTMENT COMPANY SECURITIES (GLOBAL FUND): The Trust has received an exemptive order (the "Exemptive Order") from the SEC which permits each Series to invest its assets in certain portfolios of Brinson Relationship Funds, another registered investment company advised by Brinson Partners. Currently, only the Global Fund intends to invest in the portfolios of Brinson Relationship Funds and only to the extent consistent with Brinson Partners' investment process of allocating assets to specific asset classes. The Global Fund will invest in the portfolios of Brinson Relationship Funds to obtain exposure to the following asset classes: (1) equity and fixed income securities of issuers located in emerging market countries ("Emerging Market Securities"); (2) equity securities issued by companies with relatively small overall market capitalizations ("Small Cap Securities"); and (3) high yield securities ("High Yield Securities"). The Global Fund will invest in corresponding portfolios of Brinson Relationship Funds only to the extent the Advisor determines that such investments are a more efficient means for the Global Fund to gain exposure to the asset classes identified above than by investing directly in individual securities. Thus, to gain exposure to Emerging Market Securities, the Global Fund will invest in the Brinson Emerging Markets Equity Fund and the Brinson Emerging Markets Debt Fund portfolios 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 and the Brinson High Yield Fund portfolios, respectively, of Brinson Relationship Funds. Each portfolio of Brinson Relationship Funds in which the Global Fund may invest is permitted to invest in the same securities of a particular asset class in which the Global Fund is permitted to invest directly, and with similar risks. 36 RUSSIAN SECURITIES (GLOBAL FUND): The Series may invest in securities of Russian companies. The registration, clearing and settlement of securities transactions in Russia are subject to significant risks not normally associated with securities transactions in the United States and other more developed markets. Ownership of shares of Russian companies is evidenced by entries in a company's share register (except where shares are held through depositories that meet the requirements of the Act) and the issuance of extracts from the register or, in certain limited cases, by formal share certificates. However, Russian share registers are frequently unreliable and the Series could possibly lose its registration through oversight, negligence or fraud. Moreover, Russia lacks a centralized registry to record securities transactions and registrars located throughout Russia or the companies themselves maintain share registers. Registrars are under no obligation to provide extracts to potential purchasers in a timely manner or at all and are not necessarily subject to state supervision. In addition, while registrars are liable under law for losses resulting from their errors, it may be difficult for the Series to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration. Although Russian companies with more than 1,000 shareholders are required by law to employ an independent company to maintain share registers, in practice, such companies have not always followed this law. Because of this lack of independence of registrars, management of a Russian company may be able to exert considerable influence over who can purchase and sell the company's shares by illegally instructing the registrar to refuse to record transactions on the share register. Furthermore, these practices may prevent the Series from investing in the securities of certain Russian companies deemed suitable by the Advisor and could cause a delay in the sale of Russian securities by the Fund if the company deems a purchaser unsuitable, which may expose the Fund to potential loss on its investment. In light of the risks described above, the Board of Trustees of the Series has approved certain procedures concerning the Series' investments in Russian securities. Among these procedures is a requirement that the Series will not invest in the securities of a Russian company unless that issuer's registrar has entered into a contract with the Series' sub-custodian containing certain protective conditions including, among other things, the sub-custodian's right to conduct regular share confirmations on behalf of the Series. This requirement will likely have the effect of precluding investments in certain Russian companies that the Series would otherwise make. For more detailed descriptions of these investment policies and techniques, please refer to the Statement of Additional Information, which is available without charge upon request by calling 1-800-794-7753. 37 [SWISSKEY FUNDS LOGO] A P P L I C A T I O N c/o Transfer Agent P.O. Box 2798, Boston, MA 02208-2798 1-800-794-7753 LOGO 1. ACCOUNT REGISTRATION If you have another Fund account with the same registration and tax ID as this Account and would like to keep the same account number, please provide the existing Account Number Name of Fund . [_] INDIVIDUAL ACCOUNT - -------------------------------------------------------------------------------- Name Social Security Number - -----------------------------------------
[_] JOINT ACCOUNT - -------------------------------------------------------------------------------- Name Social Security Number - ----------------------------------------- - ----------------------------------------- Name Social Security Number - -----------------------------------------
(Joint Account will be Joint Account with rights of survivorship unless oth- erwise specified). [_] CUSTODIAL ACCOUNT/GIFT TO MINOR - -------------------------------------------------------------------------------- Minor's Name Custodian's Name - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- Minor's Social Security Number Minor's State of Residence - --------------------------------------------------------------------------
[_] TRUST, CORPORATION, PARTNERSHIP OR OTHER ENTITY (Please include a copy of the corporate resolution form) - -------------------------------------------------------------------------------- Name of Legal Entity Taxpayer I.D. Number - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ Name of Fiduciary (if to be included in registration) Date of Trust Document - ------------------------------------------------------------------------------
2. MAILING ADDRESS - -------------------------------------------------------------------------------- Street Address - --------------------------- - ---------------------------
City, State, Zip Code Daytime Phone - --------------------------------------------------------
3. FUND INVESTMENT Please make check payable to the appropriate Fund(s). ($1,000 minimum initial investment per Fund; $50 minimum additional investment per Fund) - ------------------------------------------------------------------------------------------------
FUND NAME AMOUNT FUND NAME AMOUNT - ------------------------------------------------------------------------------------------------ UBS Investment Fund--Global $ UBS Investment Fund--U.S. Balanced $ - ------------------------------------------------------------------------------------------------ UBS Investment Fund--Global Equity $ UBS Investment Fund--U.S. Equity $ - ------------------------------------------------------------------------------------------------ UBS Investment Fund--Global Bond $ UBS Investment Fund--U.S. Bond $ - ------------------------------------------------------------------------------------------------ UBS Investment Fund-- UBS Investment Fund--U.S. Large Non-U.S. Equity $ Capitalization Equity $
4. DISTRIBUTION OPTIONS Check one--if no box is checked, all dividends and capital gains will be reinvested in additional shares of the Fund. [_] Reinvest all dividends and capital gains [_] Pay all dividends in cash and reinvest capital gains [_] Pay all capital gains in cash and reinvest dividends [_] Pay all dividends and capital gains in cash 5. FUND INVESTMENT OPTIONS This application confirms prior purchase made by [_] telephone or [_] wire. The following account number was assigned (See accompanying prospectus for telephone or wire instructions.) Do you wish to be able to redeem shares by telephone? [_] Yes [_] No Do you wish to be able to exchange shares between Funds by telephone? [_] Yes [_] No Do you wish to be able to wire redemption proceeds to your bank account designated? [_] Yes [_] No If no boxes are marked, you will not have the privileges specified. FOR WIRE REDEMPTIONS, COMPLETE INFORMATION BELOW. - ------------------------------------------------------------------------------- Bank Name Bank ABA# Your Shareholder Account Number - -----------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- Bank Street Address Bank City, State, Zip Code - ----------------------------------------------------------------------------------------------
A VOIDED CHECK FROM THIS BANK ACCOUNT MUST BE ATTACHED TO THIS DOCUMENT. NOTE: Be sure that your bank accepts wire transfers. 6. AUTOMATIC INVESTMENT PLAN [_] Automatic Investment Plan ($50 minimum) I (we) have read the description of the Automatic Investment Plan in the Prospectus. Please debit my account on the [_] 10th [_] 15th [_] 20th (choose one). (If no date is specified, your account will be debited the 20th of each month) ($1,000 minimum initial investment) Fund: Monthly Dollar Amount: I agree that your rights with respect to such debit shall be the same as if it were a check drawn upon you and signed personally by me. This authority shall remain in effect until you receive written notice from me changing the terms or revoking it. I agree that you shall be fully protected in honoring any such debit. I further agree that if any debit be dishonored, whether with or without cause or whether intentionally or inadvertently, you shall be under no liability whatsoever. I (we) understand that my automatic clearing house (ACH) debit will be dated on the day of each month indicated above. If that day falls on a day in which the NYSE is not open for business, the debit will occur on the next available business day. I (we) agree that if such debit is not honored, Chase Global Funds Services Company reserves the right to discontinue this service and any share purchase made upon such deposit will be cancelled. I (we) further agree that if the net asset value of shares purchased is less when said purchase is cancelled than when the purchase was made, Chase Global Funds Services Company shall be authorized to liquidate other shares or fractions thereof held in my (our) account to make up the deficiency. This Automatic Investment Plan may be discontinued by Chase Global Funds Services Company upon 30 days written notice or at any time by the investor by written notice to Chase Global Funds Services Company which is received not later than 5 business days prior to the above designated investment date. - ----------------------------------------------------------------------------------------------------- Signature(s) Date
A VOIDED CHECK FROM THIS BANK ACCOUNT MUST BE ATTACHED TO THIS DOCUMENT. 7. SIGNATURE CERTIFICATION This order is subject to acceptance by the Fund(s). Receipt of the current prospectus(es) is hereby acknowledged. I(we) am of legal age in my state of residence. I (we) agree that the UBS Investment Funds will not be liable for any loss or damage for acting in good faith upon instructions received by telephone and believed to be genuine. I (we) understand all telephone conversations with the UBS Investment Funds' representatives are tape-recorded so you can compare actions taken with original instructions should clarification be necessary and hereby consent to such recording. THE FOLLOWING IS REQUIRED BY FEDERAL TAX LAW TO AVOID 31% BACKUP WITHHOLDING: "BY SIGNING BELOW, I CERTIFY UNDER PENALTIES OF PERJURY THAT THE SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER ENTERED ABOVE IS CORRECT (OR I AM WAITING FOR A NUMBER TO BE ISSUED), AND THAT I HAVE NOT BEEN NOTIFIED BY THE IRS THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING UNLESS I HAVE CHECKED THE BOX." IF BASED ON THE FOREGOING YOU ARE SUBJECT TO BACKUP WITHHOLDING, CHECK BOX [_] [_] U.S. CITIZEN [_] RESIDENT ALIEN [_] NONRESIDENT ALIEN, COUNTRY THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION TO AVOID BACKUP WITHHOLDING. - -------------------------------------------------------------------------------------------------------- Signature of: [_] Owner [_] Trustee [_] Custodian Date
- ----------------------------------------------------------------------------------------------------- Signature of Joint Owner (if any) Date
8. FOR INVESTMENT DEALER INFORMATION ONLY - ------------------------------------------------------------------------------- Firm Name Branch/Branch # - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- Branch Address City, State, Zip Code - ----------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- Representative # Representative's Last Name - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- MAIL TO: UBS INVESTMENTS c/o Transfer Agent IRA APPLICATION AND TRANSFER REQUEST P.O. Box 2798, Boston, MA 02208-2798 LOGO 1-800-794-7753 1. ACCOUNT REGISTRATION - -------------------------------------------------------------------------------- Name Social Security Number - ---------------------------------------------------------- - ---------------------------------------------------------- Street Address Birth Date - ---------------------------------------------------------- - ---------------------------------------------------------- City, State, Zip Code Daytime Phone - ----------------------------------------------------------
2. TYPE OF ACCOUNT Check one as applicable - -------------------------------------------------------------------------------- TYPE OF ACCOUNT - -------------------------------------------------------------------------------- Regular IRA[_] $ [_] Current Year [_] Prior Year - -------------------------------------------------------------------------------- Spousal IRA[_] $ [_] Current Year [_] Prior Year - -------------------------------------------------------------------------------- Rollover IRA[_] $ Do not combine with Regular IRA - -------------------------------------------------------------------------------- IRA Transfer[_] $ Complete IRA Transfer Information below - -------------------------------------------------------------------------------- SEP IRA [_] $ Include employer name and address - -------------------------------------------------------------------------------- Roth IRA [_] $ - -------------------------------------------------------------------------------- Roth Conversion IRA[_] $ - -------------------------------------------------------------------------------- Employer Name - -------------------------------------------------------------------------------- Employer Address 3. IRA TRANSFER INFORMATION - -------------------------------------------------------------------------------- Name of Present Trustee/Custodian - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- City, State, Zip - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Investor's Name and Account Number - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Type of Account[_] Individual[_] Spousal[_] Rollover or Transfer[_] SEP - -------------------------------------------------------------------------------- Type of Assets[_] Mutual Fund[_] Money Market[_] CD - [_] immediately [_] at maturity [_] Securities 4. DIVIDEND DISTRIBUTIONS All dividends and capital gains are reinvested. 5. FUND INVESTMENT Please make check payable to UBS Investment Funds - ------------------------------------------------------------------------------- FUND NAME AMOUNT FUND NAME AMOUNT - ------------------------------------------------------------------------------- UBS Investment Fund--Global $ UBS Investment Fund--U.S. $ Balanced - ------------------------------------------------------------------------------- UBS Investment Fund--Global UBS Investment Fund--U.S. [/R] $ $ Equity Equity [/R] - ------------------------------------------------------------------------------- UBS Investment Fund--Global UBS Investment Fund--U.S. [/R] $ $ Bond Bond [/R] - ------------------------------------------------------------------------------- UBS Investment Fund--Non-U.S. UBS Investment Fund--U.S. [/R] $ Equity Large Capitalization Equity [/R] $ 6. BENEFICIARY DESIGNATION PRIMARY BENEFICIARY - ------------------------------------------------------------------------------- Name Social Security Number - ---------------------------------------------------------- - ---------------------------------------------------------- Street Address Birth Date - ---------------------------------------------------------- - ---------------------------------------------------------- City, State, Zip Code Relationship - ----------------------------------------------------------
SECONDARY BENEFICIARY - ------------------------------------------------------------------------------- Name Social Security Number - ---------------------------------------------------------- - ---------------------------------------------------------- Street Address Birth Date - ---------------------------------------------------------- - ---------------------------------------------------------- City, State, Zip Code Relationship - ----------------------------------------------------------
Any married resident of a "community property" or "marital property" state, which classifies this IRA under state law as community or marital property, who designates a beneficiary or beneficiaries other than his or her spouse to receive more than half of the account balance, must obtain the consent of his or her spouse to such beneficiary designation. The spouse's signature below shall serve as evidence of consent. I hereby give the account holder any interest I may have in the funds deposited in this account and consent to the beneficiary designation(s) indicated above. I assume full responsibility for any adverse consequences that may result. - ------------------------------------------------------------------------------- - ---------------------------------------------- Spouse's Signature Date
- ------------------------------------------------------------------------------- 7. SIGNATURE CERTIFICATION I hereby adopt UBS Investment Funds Individual Retirement Custodial Account Agreement appointing Chase Manhattan Bank as custodian. I have received, read and understood the Individual Retirement Custodial Account Agreement and Disclosure Statement and the Prospectus for The UBS Investment Funds, under this Agreement. I certify under penalties of perjury that the social security number entered above is correct and that I have not been notified by the IRS that I am subject to backup withholding unless I have checked this box [_]. - ------------------------------------------------------------------------------- - ------------------------------------- Signature Date
- ------------------------------------------------------------------------------- 8. FOR INVESTMENT DEALER INFORMATION ONLY Firm Name Branch/Branch # - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- Branch Address City, State, Zip Code - ----------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- Representative # Representative's Last Name - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- [SWISSKEY FUNDS LOGO] For Additional Information about UBS Investment Funds, call: 1-800-794-7753 [SWISSKEY FUNDS LOGO] PROSPECTUS September 15, 1998 UBS INVESTMENT FUND--GLOBAL UBS INVESTMENT FUND--GLOBAL EQUITY UBS INVESTMENT FUND--GLOBAL BOND UBS INVESTMENT FUND--U.S. BALANCED UBS INVESTMENT FUND--U.S. EQUITY UBS INVESTMENT FUND--U.S. LARGE CAPITALIZATION EQUITY UBS INVESTMENT FUND--U.S. BOND UBS INVESTMENT FUND--NON-U.S. EQUITY THE BRINSON FUNDS [LOGO OF BRINSON FUNDS] GLOBAL FUND U.S. EQUITY FUND GLOBAL EQUITY FUND U.S. LARGE CAPITALIZATION EQUITY FUND GLOBAL BOND FUND U.S. BOND FUND U.S. BALANCED FUND NON-U.S. EQUITY FUND STATEMENT OF ADDITIONAL INFORMATION September 15, 1998 The Brinson Funds (the "Trust") currently offers eight separate series, each with its own investment objective and policies. The Trust also offers three classes of shares for each series - the Brinson Fund-Class I, the Brinson Fund- Class N and the UBS Investment Funds class. Information concerning the Brinson Fund-Class I of each series is included in a separate Prospectus dated September 15, 1998. Information concerning the Brinson Fund-Class N of each series is included in a separate Prospectus dated September 15, 1998. Information concerning the UBS Investment Funds class of shares of each series is included in a separate Prospectus for the UBS Investment Funds dated September 15, 1998. This Statement of Additional Information is not a Prospectus, but should be read in conjunction with the current Prospectuses of the Trust. Much of the information contained herein expands upon subjects discussed in the Prospectuses. No investment in shares should be made without first reading the applicable Prospectus. A copy of each Prospectus may be obtained without charge from the Trust at the addresses and telephone numbers below. UNDERWRITER: ADVISOR: Funds Distributor, Inc. Brinson Partners, Inc. 60 State Street 209 South LaSalle Street Suite 1300 Chicago, IL 60604-1295 Boston, MA 02109 1-800-448-2430 (Brinson Fund-Class I and 1-800-448-2430 (Brinson Fund-Class I Brinson Fund-Class N) and Brinson Fund-Class N) 1-800-794-7753 (UBS Investment Funds class) 1-800-794-7753 (UBS Investment Funds class) TABLE OF CONTENTS
PAGE ---- THE BRINSON FUNDS.................................................................................. 4 INVESTMENT STRATEGIES.............................................................................. 4 INVESTMENTS RELATING TO ALL FUNDS.................................................................. 4 Repurchase Agreements.......................................................................... 4 Reverse Repurchase Agreements.................................................................. 5 Borrowing...................................................................................... 5 Loans of Portfolio Securities.................................................................. 5 Swaps.......................................................................................... 5 Futures........................................................................................ 6 Options........................................................................................ 7 Index Options.................................................................................. 9 Special Risks of Options on Indices............................................................ 9 Rule 144A Securities........................................................................... 10 Other Investments.............................................................................. 10 INVESTMENTS RELATING TO THE GLOBAL FUNDS AND THE NON-U.S. EQUITY FUND.............................. 10 Foreign Securities............................................................................. 10 Forward Foreign Currency Contracts............................................................. 11 Options on Foreign Currencies.................................................................. 11 INVESTMENTS RELATING TO THE GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND... 12 Lower Rated Debt Securities................................................................... 12 Convertible Securities........................................................................ 13 When-Issued Securities........................................................................ 13 Mortgage-Backed Securities and Mortgage Pass-Through Securities............................... 13 Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage Investment Conduits ("REMICs")........................................................... 15 Other Mortgage-Backed Securities.............................................................. 16 Asset-Backed Securities....................................................................... 16 Zero Coupon and Delayed Interest Securities................................................... 17 INVESTMENTS RELATING TO THE GLOBAL FUND............................................................ 18 Emerging Markets Investments.................................................................. 18 Risks of Investing in Emerging Markets........................................................ 19 Investments in Affiliated Investment Companies................................................ 20 INVESTMENT RESTRICTIONS............................................................................ 21 MANAGEMENT OF THE TRUST............................................................................ 23 Trustees and Officers......................................................................... 23 Compensation Table............................................................................ 24 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES................................................ 25 INVESTMENT ADVISORY AND OTHER SERVICES............................................................. 28 Advisor........................................................................................ 28 Administrator.................................................................................. 30 Underwriter.................................................................................... 32 Distribution Plan.............................................................................. 33 Code of Ethics................................................................................. 33 PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS................................................... 34 Portfolio Turnover............................................................................. 35 SHARES OF BENEFICIAL INTEREST...................................................................... 35 PURCHASES.......................................................................................... 36 Exchanges of Shares............................................................................ 36 Net Asset Value................................................................................ 36 REDEMPTIONS........................................................................................ 37 Taxation....................................................................................... 38
PERFORMANCE CALCULATIONS..................................................................... 41 Total Return.............................................................................. 43 Yield..................................................................................... 43 FINANCIAL STATEMENTS......................................................................... 43 CORPORATE DEBT RATINGS --- APPENDIX A........................................................ 44
THE BRINSON FUNDS The Brinson Funds (the "Trust"), 209 South LaSalle Street, Chicago, Illinois 60604-1295, is an open-end management investment company which currently offers shares of eight series representing separate portfolios of investments: Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund (collectively referred to as the "Series" or the "Funds," or individually as a "Series" or a "Fund"). The Global Fund, Global Equity Fund and Global Bond Fund are referred to herein collectively as the "Global Funds" or individually as the "Global Fund" and the U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Fund and U.S. Bond Fund are referred to herein as the "U.S. Funds." The Trust currently offers three classes of shares for each Series: the Brinson Fund-Class I, Brinson Fund-Class N and UBS Investment Funds class of shares. The Brinson Fund-Class I shares of each Series, which are designed primarily for institutional investors, have no sales charges and are not subject to annual 12b-1 plan expenses. The Brinson Fund-Class N shares, which are available exclusively to 401(k) participants, have no sales charges, but are subject to annual 12b-1 plan expenses of 0.25% of average daily net assets of the respective Series. The UBS Investment Funds class of shares of each Series have no sales charges, but are subject to annual 12b-1 expenses of up to a maximum of 0.90% of average daily net assets of the respective Series. INVESTMENT STRATEGIES The following discussion of investment techniques and instruments supplements and should be read in conjunction with the investment objectives and policies set forth in the Prospectuses of the Funds. The investment practices described below, except for the discussion of percentage limitations with respect to portfolio loan transactions and borrowing, are not fundamental and may be changed by the Board of Trustees without the approval of the shareholders. INVESTMENTS RELATING TO ALL FUNDS The following discussion applies to all Series. REPURCHASE AGREEMENTS - --------------------- When a Series enters into a repurchase agreement, it purchases securities from a bank or broker-dealer which simultaneously agrees to repurchase the securities at a mutually agreed upon time and price, thereby determining the yield during the term of the agreement. As a result, a repurchase agreement provides a fixed rate of return insulated from market fluctuations during the term of the agreement. The term of a repurchase agreement generally is short, possibly overnight or for a few days, although it may extend over a number of months (up to one year) from the date of delivery. Repurchase agreements will be fully collateralized and the collateral will be marked-to-market daily. A Series may not enter into a repurchase agreement having more than seven days remaining to maturity if, as a result, such agreement, together with any other illiquid securities held by the Series, would exceed 15% of the value of the net assets of the Series. In the event of bankruptcy or other default by the seller of the security under a repurchase agreement, a Series may suffer time delays and incur costs or possible losses in connection with the disposition of the collateral. In such event, instead of the contractual fixed rate of return, the rate of return to a Series would be dependent upon intervening fluctuations of the market value of the underlying security and the accrued interest on the security. Although a Series would have rights against the seller for breach of contract with respect to any losses arising from market fluctuations following the failure of the seller to perform, the ability of a Series to recover damages from a seller in bankruptcy or otherwise in default would be reduced. Repurchase agreements are securities for purposes of the tax diversification requirements that must be met for pass-through treatment under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, each Series will limit the value of its repurchase agreements on each of the quarterly testing dates to ensure compliance with Subchapter M of the Code. 4 REVERSE REPURCHASE AGREEMENTS - ----------------------------- Reverse repurchase agreements involve sales of portfolio securities of a Series to member banks of the Federal Reserve System or securities dealers believed creditworthy, concurrently with an agreement by the Series to repurchase the same securities at a later date at a fixed price which is generally equal to the original sales price plus interest. A Series retains record ownership and the right to receive interest and principal payments on the portfolio securities involved. In connection with each reverse repurchase transaction, a Series will direct its custodian bank to place cash, U.S. government securities, equity securities and/or investment and non-investment grade debt securities in a segregated account of the Series in an amount equal to the repurchase price. Any assets held in any segregated accounts maintained by a Series with respect to any reverse repurchase agreements, when-issued securities, options, futures, forward contracts or other derivative transactions shall be liquid, unencumbered and marked-to-market daily (any such assets held in a segregated account are referred to in this Statement of Additional Information as "Segregated Assets"), and such Segregated Assets shall be maintained in accordance with pertinent positions of the U.S. Securities and Exchange Commission (the "SEC"). A reverse repurchase agreement involves the risk that the market value of the securities retained by a Series may decline below the price of the securities the Series has sold but is obligated to repurchase 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 determination by the other party, or its trustee or receiver, whether to enforce the Series' obligation to repurchase the securities. Reverse repurchase agreements are considered borrowings by the Series and as such, are subject to the same investment limitations. BORROWING - --------- The Series may borrow money as a temporary measure for extraordinary purposes or to facilitate redemptions. A Series will not borrow money in excess of 33 1/3% of the value of its total assets. A 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%, a Series shall, within three days thereafter (not including Sundays or holidays), or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to such an extent that the asset coverage of such borrowings shall be at least 300%. A Series will not pledge more than 10% of its net assets, or issue senior securities as defined in the Investment Company Act of 1940, as amended (the "Act"), except for notes to banks and reverse repurchase agreements. Investment securities will not be purchased while a Series has an outstanding borrowing that exceeds 5% of a Series' net assets. LOANS OF PORTFOLIO SECURITIES - ----------------------------- The Series may lend portfolio securities to qualified broker-dealers and financial institutions provided: (1) the loan is secured continuously by collateral marked-to-market daily and maintained in an amount at least equal to the current market value of the securities loaned; (2) a Series may call the loan at any time and receive the securities loaned; (3) a Series will receive any interest or dividends paid on the loaned securities; and (4) the aggregate market value of securities loaned will not at any time exceed 33 1/3% of the total assets of the Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund, respectively. Collateral will consist of U.S. and non-U.S. securities, cash equivalents or irrevocable letters of credit. Loans of securities involve a risk that the borrower may fail to return the securities or may fail to maintain the proper amount of collateral. Therefore, a Series will only enter into portfolio loans after a review of all pertinent factors by Brinson Partners, Inc. ("Brinson Partners" or the "Advisor") under the supervision of the Board of Trustees, including the creditworthiness of the borrower. Creditworthiness will be monitored on an ongoing basis by the Advisor. SWAPS - ----- The Series (except for the Global Equity Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund and Non-U.S. Equity Fund) may engage in swaps, including but not limited to interest rate, currency and index swaps and the purchase or sale of related caps, floors, collars and other derivative instruments. The Series expect 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 increase 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 possible. 5 The use of swaps involves investment techniques and risks different from those associated with ordinary portfolio security transactions. If Brinson Partners is incorrect in its forecast 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. Thus, if the other party to a swap defaults, a Series' risk of loss consists of the net amount of interest payments that the Series is contractually entitled 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. FUTURES - ------- The Series may enter into contracts for the purchase or sale for future delivery of securities. The Global Funds and the Non-U.S. Equity Fund may also enter into contracts for the purchase or sale for future delivery of foreign currencies. A purchase of a futures contract means the acquisition of a contractual right to obtain delivery to a 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, a 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. A 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 premiums on options, and may engage in such transactions to the extent that obligations relating to such futures and related options on futures transactions represent not more than 25% of a Series' assets. When a Series enters into a futures transaction, it must deliver to the futures commission merchant selected by a Series 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 underlying securities subject to the futures contract. The Series will enter into 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 United States, on foreign exchanges. In addition, all of the Series except the Global Bond Fund and U.S. Bond Fund may sell stock index futures in anticipation of or during a market decline to attempt to offset the decrease in market value of their common stocks that might otherwise result; and they may purchase such contracts in order to offset increases in the cost of common stocks that they intend to purchase. Unlike other futures contracts, a stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash must occur upon the termination of the contract. While futures contracts provide for the delivery of securities, deliveries usually do not occur. Contracts are generally terminated by entering into offsetting transactions. The Series may enter into futures contracts to protect against the adverse affects of fluctuations in security prices, interest or foreign exchange rates without actually buying or selling the securities or foreign currency. For example, if interest rates are expected to increase, a Series might enter into futures contracts for the sale of debt securities. Such a sale would have much the same effect as selling an equivalent value of the debt securities owned by the Series. If interest rates did increase, the value of the debt securities in the portfolio would decline, but the value of the futures contracts to the Series would increase at approximately the same rate, thereby keeping the net asset value of the Series from declining as much as it otherwise would have. Similarly, when it is expected that interest rates may decline, futures contracts may be purchased to hedge in anticipation of subsequent purchases of securities at higher prices. Since the fluctuations in the value of futures contracts should be similar to those of debt securities, the Series could take advantage of the anticipated rise in value of debt securities without actually buying them until the market had stabilized. At that time, the futures contracts could be liquidated and the Series could then buy debt securities on the cash market. To the extent that market prices move in an unexpected direction, a Series may not achieve the anticipated benefits of futures contracts or may realize a loss. For example, if a Series is hedged against the possibility of an increase in interest rates which would adversely affect the price of securities held in its portfolio and interest rates decrease instead, the Series would lose part or all of the benefit of the increased value which it has because it would have offsetting losses 6 in its futures position. In addition, in such situations, if the Series had insufficient cash, it may be required to sell securities from its portfolio to meet daily variation margin requirements. Such sales of securities may, but will not necessarily, be at increased prices which reflect the rising market. A Series may be required to sell securities at a time when it may be disadvantageous to do so. OPTIONS - ------- The Series may purchase and write call or put options on securities but will only engage in option strategies for non-speculative purposes. The U.S. Funds may invest in options that are listed on U.S. exchanges or traded over-the-counter and the Global Funds and the Non-U.S. Equity Fund may invest in options that are either listed on U.S. or recognized foreign exchanges or traded over-the-counter. Certain over-the-counter options may be illiquid. Thus, it may not be possible to close options positions and this may have an adverse impact on a Series' ability to effectively hedge its securities. The Series have been notified by the SEC that it considers over-the-counter options to be illiquid. Accordingly, a Series will only invest in such options to the extent consistent with its 15% limit on investments in illiquid securities. PURCHASING CALL OPTIONS - The Series may purchase call options on securities to the extent that premiums paid by a Series do not aggregate more than 20% of the Series' total assets. When a Series purchases a call option, in return for a premium paid by the Series to the writer of the option, the Series obtains the right to buy the security underlying the option at a specified exercise price at any time during the term of the option. The writer of the call option, who receives the premium upon writing the option, has the obligation, upon exercise of the option, to deliver the underlying security against payment of the exercise price. The advantage of purchasing call options is that a Series may alter portfolio characteristics and modify portfolio maturities without incurring the cost associated with transactions. A Series may, following the purchase of a call option, liquidate its position by effecting a closing sale transaction. This is accomplished by selling an option of the same series as the option previously purchased. The Series will realize a profit from a closing sale transaction if the price received on the transaction is more than the premium paid to purchase the original call option; the Series will realize a loss from a closing sale transaction if the price received on the transaction is less than the premium paid to purchase the original call option. Although the Series will generally purchase only those call options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time, and for some options no secondary market on an exchange may exist. In such event, it may not be possible to effect closing transactions in particular options, with the result that a Series would have to exercise its options in order to realize any profit and would incur brokerage commissions upon the exercise of such options and upon the subsequent disposition of the underlying securities acquired through the exercise of such options. Further, unless the price of the underlying security changes sufficiently, a call option purchased by a Series may expire without any value to the Series, in which event the Series would realize a capital loss which will be short-term unless the option was held for more than one year. COVERED CALL WRITING - A Series may write covered call options from time to time on such portions of its portfolio, without limit, as Brinson Partners determines is appropriate in seeking to achieve the Series' investment objective. The advantage to a Series of writing covered calls is that the Series receives a premium which is additional income. However, if the security rises in value, the Series may not fully participate in the market appreciation. During the option period for a covered call option, the writer may be assigned an exercise notice by the broker-dealer through whom such call option was sold, requiring the writer to deliver the underlying security against payment of the exercise price. This obligation is terminated upon the expiration of the option or upon entering a closing purchase transaction. A closing purchase transaction, in which a Series, as writer of an option, terminates its obligation by purchasing an option of the same series as the option previously written, cannot be effected with respect to an option once the option writer has received an exercise notice for such option. Closing purchase transactions will ordinarily be effected to realize a profit on an outstanding call option, to prevent an underlying security from being called, to permit the sale of the underlying security or to enable a Series to write another 7 call option on the underlying security with either a different exercise price or expiration date or both. A Series may realize a net gain or loss from a closing purchase transaction depending upon whether the net amount of the original premium received on the call option is more or less than the cost of effecting the closing purchase transaction. Any loss incurred in a closing purchase transaction may be partially or entirely offset by the premium received from a sale of a different call option on the same underlying security. Such a loss may also be wholly or partially offset by unrealized appreciation in the market value of the underlying security. Conversely, a gain resulting from a closing purchase transaction could be offset in whole or in part by a decline in the market value of the underlying security. If a call option expires unexercised, the Series will realize a short-term capital gain in the amount of the premium on the option less the commission paid. Such a gain, however, may be offset by depreciation in the market value of the underlying security during the option period. If a call option is exercised, a Series will realize a gain or loss from the sale of the underlying security equal to the difference between the cost of the underlying security and the proceeds of the sale of the security plus the amount of the premium on the option less the commission paid. The Series will write call options only on a covered basis, which means that a Series will own the underlying security subject to a call option at all times during the option period. Unless a closing purchase transaction is effected, a Series would be required to continue to hold a security which it might otherwise wish to sell or deliver a security it would want to hold. The exercise price of a call option may be below, equal to or above the current market value of the underlying security at the time the option is written. PURCHASING PUT OPTIONS - The Series may only purchase put options to the extent that the premiums on all outstanding put options do not exceed 20% of a Series' total assets. A Series will, at all times during which it holds a put option, own the security covered by such option. With regard to the writing of put options, each Series will limit the aggregate value of the obligations underlying such put options to 50% of its total net assets. The purchase of the put on substantially identical securities held will constitute a short sale for tax purposes, the effect of which is to create short-term capital gain on the sale of the security and to suspend running of its holding period (and treat it as commencing on the date of the closing of the short sale) or that of a security acquired to cover the same if, at the time the put was acquired, the security had not been held for more than one year. A put option purchased by a Series gives it the right to sell one of its securities for an agreed price up to an agreed date. The Series intend to purchase put options in order to protect against a decline in the market value of the underlying security below the exercise price less the premium paid for the option ("protective puts"). The ability to purchase put options will allow the Series to protect unrealized gains in an appreciated security in their portfolios without actually selling the security. If the security does not drop in value, a Series will lose the value of the premium paid. A Series may sell a put option which it has previously purchased prior to the sale of the securities underlying such option. Such sale will result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put option which is sold. The Series may sell a put option purchased on individual portfolio securities. Additionally, the Series may enter into closing sale transactions. A closing sale transaction is one in which a Series, when it is the holder of an outstanding option, liquidates its position by selling an option of the same series as the option previously purchased. WRITING PUT OPTIONS - The Series may also write put options on a secured basis which means that a Series will maintain in a segregated account with its custodian Segregated Assets in an amount not less than the exercise price of the option at all times during the option period. The amount of Segregated Assets held in the segregated account will be adjusted on a daily basis to reflect changes in the market value of the securities covered by the put option written by the Series. Secured put options will generally be written in circumstances where Brinson Partners wishes to purchase the underlying security for a Series' portfolio at a price lower than the current market price of the security. In such event, a Series would write a secured put option at an exercise price which, reduced by the premium received on the option, reflects the lower price it is willing to pay. 8 Following the writing of a put option, a Series may wish to terminate the obligation to buy the security underlying the option by effecting a closing purchase transaction. This is accomplished by buying an option of the same series as the option previously written. The Series may not, however, effect such a closing transaction after it has been notified of the exercise of the option. INDEX OPTIONS--The Series may purchase exchange-listed call options on stock and fixed income indices depending upon whether a Series is an equity or bond series and sell such options in closing sale transactions for hedging purposes. A Series may purchase call options on broad market indices to temporarily achieve market exposure when the Series is not fully invested. A Series may also purchase exchange-listed call options on particular market segment indices to achieve temporary exposure to a specific industry. In addition, the Series may purchase put options on stock and fixed income indices and sell such options in closing sale transactions for hedging purposes. A Series may purchase put options on broad market indices in order to protect its fully invested portfolio from a general market decline. Put options on market segments may be bought to protect a Series from a decline in value of heavily weighted industries in the Series' portfolio. Put options on stock and fixed income indices may also be used to protect a Series' investments in the case of a major redemption. The Series may also write (sell) put and call options on stock and fixed income indices. While the option is open, a Series will maintain a segregated account with its custodian in an amount equal to the market value of the option. Options on indices are similar to regular options except that an option on an index gives the holder the right, upon exercise, to receive an amount of cash if the closing level of the index upon which the option is based is greater than (in the case of a call) or lesser than (in the case of a put) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option expressed in dollars times a specified multiple (the "multiplier"). The indices on which options are traded include both U.S. and non-U.S. markets. SPECIAL RISKS OF OPTIONS ON INDICES - ----------------------------------- The Series' purchases of options on indices will subject them to the risks described below. Because the value of an index option depends upon movements in the level of the index rather than the price of a particular security, whether a Series will realize gain or loss on the purchase of an option on an index depends upon movements in the level of prices in the market generally or in an industry or market segment rather than movements in the price of a particular security. Accordingly, successful use by a Series of options on indices is subject to Brinson Partners' ability to predict correctly the direction of movements in the market generally or in a particular industry. This requires different skills and techniques than predicting changes in the prices of individual securities. Index prices may be distorted if trading of a substantial number of securities included in the index is interrupted causing the trading of options on that index to be halted. If a trading halt occurred, a Series would not be able to close out options which it had purchased and the Series may incur losses if the underlying index moved adversely before trading resumed. If a trading halt occurred and restrictions prohibiting the exercise of options were imposed through the close of trading on the last day before expiration, exercises on that day would be settled on the basis of a closing index value that may not reflect current price information for securities representing a substantial portion of the value of the index. If a Series holds an index option and exercises it before final determination of the closing index value for that day, it runs the risk that the level of the underlying index may change before closing. If such a change causes the exercised option to fall "out-of-the-money," the Series will be required to pay the difference between the closing index value and the exercise price of the option (times the applicable multiplier) to the assigned writer. Although a Series may be able to minimize this risk by withholding exercise instructions until just before the daily cutoff time or by selling rather than exercising the option when the index level is close to the exercise price, it may not be possible to eliminate this risk entirely because the cutoff times for index options may be earlier than those fixed for other types of options and may occur before definitive closing index values are announced. 9 RULE 144A SECURITIES - -------------------- The Series may invest in securities that are exempt under Rule 144A from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"). Those securities purchased under Rule 144A are traded among qualified institutional investors. The Board of Trustees of the Trust has instructed Brinson Partners to consider the following 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 security, the method of soliciting offers and the mechanics of transfer). Although having delegated the day-to-day functions, the Board of Trustees will continue to monitor and periodically review the Advisor's selection of Rule 144A securities, as well as the Advisor's determinations as to their liquidity. Investing in securities under Rule 144A could have the effect of increasing the level of a Series' illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. After the purchase of a security under Rule 144A, however, the Board of Trustees and Brinson Partners will continue to monitor the liquidity of that security to ensure that each Series has no more than 15% of its total assets in illiquid securities. The Series will limit investments in securities of issuers which the Series are restricted from selling to the public without registration under the 1933 Act to no more than 15% of the Series' total assets, excluding restricted securities eligible for resale pursuant to Rule 144A that have been determined to be liquid pursuant a policy and procedures adopted by the Trust's Board of Trustees which includes continuing oversight by the Board of Trustees. 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 continue to adhere to such limitation, including disposing of illiquid assets which may include such Rule 144A securities. OTHER INVESTMENTS - ----------------- The Board of Trustees may, in the future, authorize a Series to invest in securities other than those listed in this Statement of Additional Information and in the Prospectuses, provided such investment would be consistent with that Series' investment objective and that it would not violate any fundamental investment policies or restrictions applicable to that Series. INVESTMENTS RELATING TO THE GLOBAL FUNDS AND THE NON-U.S. EQUITY FUND The following discussion of strategies, techniques and policies applies only to the Global Fund, Global Equity Fund, Global Bond Fund and the Non-U.S. Equity Fund. FOREIGN SECURITIES - ------------------ Investors should recognize that investing in foreign issuers involves certain considerations, including those set forth in the Series' Prospectuses, which are not typically associated with investing in U.S. issuers. Since the stocks of foreign companies are frequently denominated in foreign currencies, and since the Series may temporarily hold uninvested reserves in bank deposits in foreign currencies, the Series will be affected favorably or unfavorably by changes in currency rates and in exchange control regulations and may incur costs in connection with conversions between various currencies. The investment policies of the Series permit them to enter into forward foreign currency exchange contracts, futures, options and interest rate swaps (in the case of the Global Funds) in order to hedge portfolio holdings and commitments against changes in the level of future currency rates. There has been in the past, and there may be again in the future, an interest equalization tax levied by the United States in connection with the purchase of foreign securities such as those purchased by the Series. Payment of an interest equalization tax, if imposed, would reduce the Series' rates of return on investment. Dividends paid by foreign issuers may be subject to withholding and other foreign taxes which may decrease the net return on such investments as compared to dividends paid to the Series by U.S. corporations. The Series' ability to "pass through" the foreign taxes paid for tax credit or deduction purposes will be determined by the composition of the Series' portfolios. More than 50% 10 of a Series must be invested in stock or securities of foreign corporations for "pass through" to be possible in the first instance. Special rules govern the federal income tax treatment of certain transactions denominated in terms of a currency other than the U.S. dollar or determined by reference to the value of one or more currencies other than the U.S. dollar. The types of transactions covered by the special rules generally include the following: (i) the acquisition of, or becoming the obligor under, a bond or other debt instrument (including, to the extent provided in the Treasury Regulations, preferred stock); (ii) the accruing of certain trade receivables and payables; and (iii) the entering into or acquisition of any forward contract, futures contract and similar financial instruments other than any "regulated futures contract" or "non-equity option" which would be marked-to-market under the rules of Section 1256 of the Code if held at the end of the tax year. The disposition of a currency other than the U.S. dollar by a U.S. taxpayer is also treated as a transaction subject to the special currency rules. However, foreign currency- related regulated futures contracts and non-equity options are generally not subject to these special currency rules. If subject, they are or would be treated as sold for their fair market value at year-end under the marked-to- market rules applicable to other futures contracts, unless an election is made to have such currency rules apply. With respect to transactions covered by the special rules, foreign currency gain or loss is calculated separately from any gain or loss on the underlying transaction and is normally a taxable gain or loss. A taxpayer may elect to treat as capital gain or loss foreign currency gain or loss arising from certain identified forward contracts, futures contracts and options that are capital assets in the hands of the taxpayer and which are not part of a straddle. Certain transactions subject to the special currency rules that are part of a "section 988 hedging transaction" (as defined in the Code and the Treasury Regulations) will be integrated and treated as a single transaction or otherwise treated consistently for purposes of the Code. The income tax effects of integrating and treating a transaction as a single transaction are generally to create a synthetic debt instrument that is subject to the original discount provisions. It is anticipated that some of the non-U.S. dollar denominated investments and foreign currency contracts the Series may make or enter into will be subject to the special currency rules described above. FORWARD FOREIGN CURRENCY CONTRACTS - ---------------------------------- The Series may purchase or sell currencies and/or engage in forward foreign currency transactions in order to expedite settlement of portfolio transactions and to manage currency risk. Forward foreign currency contracts are traded in the inter-bank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement and no commissions are charged at any stage for trades. The Series will account for forward contracts by marking-to-market each day at current forward contract values. A Series will only enter into forward contracts to sell, for a fixed amount of U.S. dollars or other appropriate currency, an amount of foreign currency, to the extent that the value of the short forward contract is covered by the underlying value of securities denominated in the currency being sold. Alternatively, when a Series enters into a forward contract to sell an amount of foreign currency, the Series' custodian or sub-custodian will place Segregated Assets in a segregated account of the Series in an amount not less than the value of the Series' total assets committed to the consummation of such forward contracts. If the additional Segregated Assets placed in the segregated account decline, additional cash or securities will be placed in the account on a daily basis so that the value of the account will equal the amount of the Series' commitments with respect to such contracts. OPTIONS ON FOREIGN CURRENCIES - ----------------------------- The Series also may purchase and write put and call options on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter markets) to manage the Series' exposure to changes in currency exchange rates. The Series may purchase and write options on foreign currencies for hedging purposes in a manner similar to that in which futures contracts on foreign currencies, or forward contracts, will be utilized. For example, a decline in the dollar value of a foreign currency in which portfolio securities are denominated will reduce the dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against such diminutions in the value of portfolio securities, the Series may purchase put options on the foreign currency. If the dollar price of the currency does decline, a Series will have the right to sell such currency for a fixed amount in dollars and will thereby offset, in whole or in part, the adverse effect on its portfolio which otherwise would have resulted. Conversely, where a rise in the dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing the dollar price of such securities, the Series may purchase call options on such currency. 11 The purchase of such options could offset, at least partially, the effects of the adverse movement in exchange rates. As in the case of other types of options, however, the benefit to the Series to be derived from purchases of foreign currency options will be reduced by the amount of the premium and related transaction costs. In addition, where currency exchange rates do not move in the direction or to the extent anticipated, a Series could sustain losses on transactions in foreign currency options which would require it to forego a portion or all of the benefits of advantageous changes in such rates. The Series may write options on foreign currencies for the same types of hedging purposes. For example, where a Series anticipates a decline in the dollar value of foreign currency denominated securities due to adverse fluctuations in exchange rates, it could, instead of purchasing a put option, write a call option on the relevant currency. If the expected decline occurs, the option will most likely not be exercised, and the diminution in the value of portfolio securities will be offset by the amount of the premium received. Similarly, instead of purchasing a call option to hedge against an anticipated increase in the dollar cost of securities to be acquired, a Series could write a put option on the relevant currency which, if rates move in the manner projected, will expire unexercised and allow the Series to hedge such increased cost up to the amount of the premium. As in the case of other types of options, however, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium, and only if rates move in the expected direction. If this does not occur, the option may be exercised and the Series would be required to purchase or sell the underlying currency at a loss which may not be offset by the amount of the premium. Through the writing of options on foreign currencies, a Series also may be required to forego all or a portion of the benefit which might otherwise have been obtained from favorable movements in exchange rates. The Series may write covered call options on foreign currencies. A call option written on a foreign currency by a Series is "covered" if the Series owns the underlying foreign currency covered by the call or has an absolute and immediate right to acquire that foreign currency without additional cash consideration (or for additional cash consideration held in a segregated account by the custodian bank) upon conversion or exchange of other foreign currency held in its portfolio. A call option is also covered if a Series has a call on the same foreign currency and in the same principal amount as the call written where the exercise price of the call held (a) is equal to or less than the exercise price of the call written, or (b) is greater than the exercise price of the call written if the difference is maintained by the Series in Segregated Assets in a segregated account with its custodian bank. With respect to writing put options, at the time the put is written, a Series will establish a segregated account with its custodian bank consisting of Segregated Assets in an amount equal in value to the amount the Series will be required to pay upon exercise of the put. The account will be maintained until the put is exercised, has expired, or the Series has purchased a closing put of the same series as the one previously written. INVESTMENTS RELATING TO THE GLOBAL FUND, GLOBAL BOND FUND, U.S. BALANCED FUND AND U.S. BOND FUND The following discussion applies to the Global Fund, Global Bond Fund, U.S. Balanced Fund and U.S. Bond Fund. LOWER RATED DEBT SECURITIES - ---------------------------- Fixed income securities rated lower than Baa by Moody's Investors Services, Inc. or BBB by Standard & Poor's Ratings Group are considered to be of poor standing and predominantly speculative. Such securities ("lower rated securities") are commonly referred to as "junk bonds" and are subject to a substantial degree of credit risk. Lower rated securities may be issued as a consequence of corporate restructurings, such as leveraged buy-outs, mergers, acquisitions, debt recapitalizations or similar events. Also, lower rated securities are often issued by smaller, less creditworthy companies or by highly leveraged (indebted) firms, which are generally less able than more financially stable firms to make scheduled payments of interest and principal. The risks posed by securities issued under such circumstances are substantial. In the past, the high yields from lower rated securities have more than compensated for the higher default rates on such securities. However, there can be no assurance that diversification will protect the Series from widespread bond defaults 12 brought about by a sustained economic downturn, or that yields will continue to offset default rates on lower rated securities in the future. Issuers of these securities are often highly leveraged, so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired. In addition, such issuers may not have more traditional methods of financing available to them and may be unable to repay debt at maturity by refinancing. Further, an economic recession may result in default levels with respect to such securities in excess of historic averages. The value of lower-rated securities will be influenced not only by changing interest rates, but also by the bond market's perception of credit quality and the outlook for economic growth. When economic conditions appear to be deteriorating, lower rated securities may decline in market value due to investors' heightened concern over credit quality, regardless of prevailing interest rates. Especially at such times, trading in the secondary market for lower rated securities may become thin and market liquidity may be significantly reduced. Even under normal conditions, the market for lower rated securities may be less liquid than the market for investment grade corporate bonds. There are fewer securities dealers in the high yield market and purchasers of lower rated securities are concentrated among a smaller group of securities dealers and institutional investors. In periods of reduced market liquidity, lower rated securities prices may become more volatile. Besides credit and liquidity concerns, prices for lower rated securities may be affected by legislative and regulatory developments. For example, from time to time, Congress has considered legislation to restrict or eliminate the corporate tax deduction for interest payments or to regulate corporate restructurings such as takeovers or mergers. Such legislation may significantly depress the prices of outstanding lower rated securities. A description of various corporate debt ratings appears in Appendix A to this Statement of Additional Information. 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. Convertible securities entitle the holder to exchange the securities for a specified number of shares of common stock, usually of the same company, at specified prices within a certain period of time and to receive interest or dividends until the holder elects to convert. The provisions of any convertible security determine its ranking in a company's capital structure. In the case of subordinated convertible debentures, the holder's claims on assets and earnings are subordinated to the claims of other creditors and are senior to the claims of preferred and common shareholders. In the case of preferred stock and convertible preferred stock, the holder's claim on assets and earnings are subordinated to the claims of all creditors but are senior to the claims of common shareholders. WHEN-ISSUED SECURITIES - ---------------------- The Series may purchase securities offered on a "when-issued" or "forward delivery" basis. When so offered, the price, which is generally expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment for the when-issued or forward delivery securities take place at a later date. During the period between purchase and settlement, no payment is made by the purchaser to the issuer and no interest on the when- issued or forward delivery security accrues to the purchaser. While when-issued or forward delivery securities may be sold prior to the settlement date, it is intended that a Series will purchase such securities with the purpose of actually acquiring them unless a sale appears desirable for investment reasons. At the time a Series makes the commitment to purchase a security on a when- issued or forward delivery basis, it will record the transaction and reflect the value of the security in determining its net asset value. The market value of when-issued or forward delivery securities may be more or less than the purchase price. The Advisor does not believe that a Series' net asset value or income will be adversely affected by its purchase of securities on a when-issued or forward delivery basis. The Series will establish a segregated account in which it will maintain Segregated Assets equal in value to commitments for when-issued or forward delivery securities. MORTGAGE-BACKED SECURITIES AND MORTGAGE PASS-THROUGH SECURITIES - --------------------------------------------------------------- The Series may also invest in mortgage-backed securities, which are interests in pools of mortgage loans, including mortgage loans made by savings and loan institutions, mortgage bankers, commercial banks and others. Pools of 13 mortgage loans are assembled as securities for sale to investors by various governmental, government-related and private organizations as further described below. The Series may also invest in debt securities which are secured with collateral consisting of mortgage-backed securities (see "Collateralized Mortgage Obligations") and in other types of mortgage-related securities. The timely payment of principal and interest on mortgage-backed securities issued or guaranteed by the Government National Mortgage Association ("GNMA") is backed by GNMA and the full faith and credit of the U.S. government. These guarantees, however, do not apply to the market value of Series shares. Also, securities issued by GNMA and other mortgage-backed securities may be purchased at a premium over the maturity value of the underlying mortgages. This premium is not guaranteed and would be lost if prepayment occurs. Mortgage-backed securities issued by U.S. government agencies or instrumentalities other than GNMA are not "full faith and credit" obligations. Certain obligations, such as those issued by the Federal Home Loan Bank are supported by the issuer's right to borrow from the U.S. Treasury, while others such as those issued by the Federal National Mortgage Association ("FNMA"), are supported only by the credit of the issuer. Unscheduled or early payments on the underlying mortgages may shorten the securities' effective maturities and reduce returns. The Series may agree to purchase or sell these securities with payment and delivery taking place at a future date. A decline in interest rates may lead to a faster rate of repayment of the underlying mortgages and expose the Series to a lower rate of return upon reinvestment. To the extent that such mortgage-backed securities are held by a Series, the prepayment right of mortgagors may limit the increase in net asset value of the Series because the value of the mortgage-backed securities held by the Series may not appreciate as rapidly as the price of noncallable debt securities. A decline in interest rates may lead to a faster rate of repayment of the underlying mortgages and expose a Series to a lower rate of return upon reinvestment. To the extent that such mortgage-backed securities are held by a Series, the prepayment right will tend to limit to some degree the increase in net asset value of the Series because the value of the mortgage-backed securities held by the Series may not appreciate as rapidly as the price of noncallable debt securities. For federal tax purposes other than diversification under Subchapter M, mortgage backed securities are not considered to be separate securities but rather "grantor trusts" conveying to the holder an individual interest in each of the mortgages constituting the pool. Interests in pools of mortgage-backed securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a "pass-through" of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs which may be incurred. Some mortgage-backed securities (such as securities issued by the GNMA) are described as "modified pass-through." These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payments dates regardless of whether or not the mortgagor actually makes the payment. Any discount enjoyed on the purchases of a pass-through type mortgage-backed security will likely constitute market discount. As a Series receives principal payments, it will be required to treat as ordinary income an amount equal to the lesser of the amount of the payment or the "accrued market discount." Market discount is to be accrued either under a constant rate method or a proportional method. Pass-through type mortgage-backed securities purchased at a premium to face will be subject to a similar rule requiring recognition of an offset to ordinary interest income, an amount of premium attributable to the receipt of principal. The amount of premium recovered is to be determined using a method similar to that in place for market discount. A Series may elect to accrue market discount or amortize premium notwithstanding the amount of principal received but such election will apply to all bonds held and thereafter acquired unless permission is granted by the Commissioner of the Internal Revenue Service to change such method. The principal governmental guarantor of mortgage-related securities is GNMA, which is a wholly-owned U. S. government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) 14 and backed by pools of mortgages which are insured by the Federal Housing Authority or guaranteed by the Veterans Administration. These guarantees, however, do not apply to the market value or yield of mortgage-backed securities or to the value of Series shares. Also, GNMA securities often are purchased at a premium over the maturity value of the underlying mortgages. This premium is not guaranteed and should be viewed as an economic offset to interest to be earned. If prepayments occur, less interest will be earned and the value of the premium paid will be lost. Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. government) include FNMA and the Federal Home Loan Mortgage Corporation ("FHLMC"). FNMA is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation of the Secretary of Housing and Urban Development. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. government. FHLMC is a corporate instrumentality of the U.S. government and was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. Its stock is owned by the twelve Federal Home Loan Banks. FHLMC issues Participation Certificates ("PCs") which represent interests in conventional mortgages from FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. government. Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass- through pools of conventional mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non- governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets a Series' investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee or guarantees, even if through an examination of the loan experience and practices of the originators/servicers and poolers, the Advisor determines that the securities meet the Series' quality standards. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable. COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS") AND REAL ESTATE MORTGAGE INVESTMENT - -------------------------------------------------------------------------------- CONDUITS ("REMICS") - ------------------- A CMO is a debt security on which interest and prepaid principal are paid, in most cases, semi-annually. CMOs may be collateralized by whole mortgage loans but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA and their income streams. Privately-issued CMOs tend to be more sensitive to interest rates than Government-issued CMOs. CMOs are structured into multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payments of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments. In a typical CMO transaction, a corporation issues multiple series (e.g., A, B, C, Z) of CMO bonds ("Bonds"). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates ("Collateral"). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B and C Bonds all bear current interest. Interest 15 on the Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. When the Series A, B and C Bonds are paid in full, interest and principal on the Series Z Bond begins to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios. 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. Most if not all newly-issued debt securities backed by pools of real estate mortgages will be issued as regular and residual interests in REMICs because, as of January 1, 1992, new CMOs which do not make REMIC elections will be treated as "taxable mortgage pools," a wholly undesirable tax result. Under certain transition rules, CMOs in existence on December 31, 1991 are unaffected by this change. The Series will purchase only regular interests in REMICs. REMIC regular interests are treated as debt of the REMIC and income/discount thereon must be accounted for on the "catch-up method," using a reasonable prepayment assumption under the original issue discount rules of the Code. 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 U.S. government-issued CMOs. The Series will not invest in subordinated privately-issued CMOs. For federal income tax purposes, the Series will be required to accrue income on CMOs and REMIC regular interests using the "catch- up" method, with an aggregate prepayment assumption. OTHER MORTGAGE-BACKED SECURITIES - -------------------------------- The Advisor expects that governmental, government-related or private entities may create mortgage loan pools and other mortgage-related securities offering mortgage pass-through and mortgage-collateralized investments in addition to those described above. The mortgages underlying these securities may include alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may differ from customary long-term fixed rate mortgages. As new types of mortgage-related securities are developed and offered to investors, the Advisor will, consistent with a Series' investment objective, policies and quality standards, consider making investments in such new types of mortgage-related securities. The Advisor will not purchase any such other mortgage-backed securities until the Series' Prospectuses and this Statement of Additional Information have been supplemented. ASSET-BACKED SECURITIES - ----------------------- The Series may invest a portion of its assets in debt obligations known as "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 in respect of the receivables in the underlying pool. Pay-through asset-backed securities are debt obligations issued usually by a special purpose entity, which are collateralized by the various receivables and in which the payments on the underlying receivables provide that the Series pay the debt service on the debt obligations issued. 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 provided. 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 prepayment assumption. 16 The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit support provided to the securities. The rate of principal payment on asset-backed securities generally depends on the rate of principal payments received on the underlying assets which in turn may be affected by a variety of economic and other factors. As a result, the yield on any asset-backed security is difficult to predict with precision and actual yield to maturity may be more or less than the anticipated yield to maturity. Asset-backed securities may be classified as "pass-through certificates" or "collateralized obligations." Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties. To lessen the effect of failures by obligors on underlying assets to make payment, such securities may contain elements of credit support. Such credit support falls into two categories: (i) liquidity protection; and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments due on the underlying pool is timely. Protection against losses resulting from ultimate default enhances the likelihood of payments of the obligations on at least some of the assets in the pool. Such protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination of such approaches. The Series will not pay any additional fees for such credit support, although the existence of credit support may increase the price of a security. Due to the shorter maturity of the collateral backing such securities, there is less of a risk of substantial prepayment than with mortgage-backed securities. Such asset-backed securities do, however, involve certain risks not associated with mortgage-backed securities, including the risk that security interests cannot be adequately, or in many cases, ever, established. In addition, with respect to credit card receivables, a number of state and federal consumer credit laws give debtors the right to set off certain amounts owed on the credit cards, thereby reducing the outstanding balance. In the case of automobile receivables, there is a risk that the holders may not have either a proper or first security interest in all of the obligations backing such receivables due to the large number of vehicles involved in a typical issuance and technical requirements under state laws. Therefore, recoveries on repossessed collateral may not always be available to support payments on the securities. Examples of credit support arising out of the structure of the transaction include "senior-subordinated securities" (multiple class securities with one or more classes subordinate to other classes as to the payment of principal thereof and interest thereon, with the result that defaults on the underlying assets are borne first by the holders of the subordinated class), creation of "reserve funds" (where cash or investments, sometimes funded from a portion of the payments on the underlying assets, are held in reserve against future losses) and "over collateralization" (where the scheduled payments on, or the principal amount of, the underlying assets exceeds that required to make payments of the securities and pay any servicing or other fees). The degree of credit support provided for each issue is generally based on historical information respecting the level of credit information respecting the level of credit risk associated with the underlying assets. Delinquencies or losses in excess of those anticipated could adversely affect the return on an investment in such issue. ZERO COUPON AND DELAYED INTEREST SECURITIES - ------------------------------------------- The Series may invest in zero coupon or delayed interest securities which pay no cash income until maturity or a specified date when the securities begin paying current interest (the "cash payment date") and are sold at substantial discounts from their value at maturity. When held to maturity or cash payment date, the entire income of such securities, which consists of accretion of discount, comes from the difference between the purchase price and their value at maturity or cash payment date. The discount varies depending on the time remaining until maturity or cash payment date, prevailing interest rates, liquidity of the security and the perceived credit quality of the issuer. The discount, in the absence of financial difficulties of the issuer, decreases as the final maturity or cash payment date of the security approaches. The market prices of zero coupon and delayed interest securities are generally more volatile and more likely to respond to changes in interest rates than the market prices of securities having similar maturities and credit qualities that pay interest periodically. Current federal income tax law requires that a holder of a zero coupon security report as income each year the portion of the original issue discount on such security (other than tax-exempt original issue discount from a zero coupon security) that accrues that year, even though the holder receives no cash payments of interest during the year. The Series will be required to distribute such income to shareholders to comply with Subchapter M of the Code and avoid excise taxes, even though the Series have not received any cash from the issue. 17 Zero coupon securities are subject to greater market value fluctuations from changing interest rates than debt obligations of comparable maturities which make current distributions of interest (cash). Zero coupon convertible securities offer the opportunity for capital appreciation as increases (or decreases) in market value of such securities closely follow the movements in the market value of the underlying common stock. Zero coupon convertible securities generally are expected to be less volatile than the underlying common stocks as they usually are issued with short maturities (15 years or less) and are issued with options and/or redemption features exercisable by the holder of the obligation entitling the holder to redeem the obligation and receive a defined cash payment. Zero coupon securities include securities issued directly by the U.S. Treasury, and U.S. Treasury bonds or notes and their unmatured interest coupons and receipts for their underlying principal ("coupons") which have been separated by their holder, typically a custodian bank or investment brokerage firm. A holder will separate the interest coupons from the underlying principal (the "corpus") of the U.S. Treasury security. A number of securities firms and banks have stripped the interest coupons and receipts and then resold them in custodial receipt programs with a number of different names, including "Treasury Income Growth Receipts" ("TIGRS") and Certificate of Accrual on Treasuries ("CATS"). The underlying U.S. Treasury bonds and notes themselves are held in book-entry form at the Federal Reserve Bank or, in the case of bearer securities (i.e., unregistered securities which are owned ostensibly by the bearer or holder thereof), in trust on behalf of the owners thereof. Counsel to the underwriters of these certificates or other evidences of ownership of the U.S. Treasury securities has stated that for federal tax and securities purposes, in its opinion, purchasers of such certificates, such as the Series, most likely will be deemed the beneficial holder of the underlying U.S. government securities. The Series understand that the staff of the SEC no longer considers such privately stripped obligations to be U.S. government securities, as defined in the Act; therefore, the Series intends to adhere to this staff position and will not treat such privately stripped obligations to be U.S. government securities for the purpose of determining if the Series is "diversified," or for any other purpose, under the Act. The U.S. Treasury has facilitated transfers of ownership of zero coupon securities by accounting separately for the beneficial ownership of particular interest coupon and corpus payments on Treasury securities through the Federal Reserve book-entry record-keeping system. The Federal Reserve program as established by the U.S. Treasury Department is known as "STRIPS" or "Separate Trading of Registered Interest and Principal of Securities." Under the STRIPS program, a Series will be able to have its beneficial ownership of zero coupon securities recorded directly in the book-entry record-keeping system in lieu of having to hold certificates or other evidences of ownership of the underlying U.S. Treasury securities. When U.S. Treasury obligations have been stripped of their unmatured interest coupons by the holder, the principal or corpus is sold at a deep discount because the buyer receives only the right to receive a future fixed payment on the security and does not receive any rights to periodic interest (cash) payments. Once stripped or separated, the corpus and coupons may be sold separately. Typically, the coupons are sold separately or grouped with other coupons with like maturity dates and sold in such bundled form. Purchasers of stripped obligations acquire, in effect, discount obligations that are economically identical to the zero coupon securities that the U.S. Treasury sells itself. These stripped securities are also treated as zero coupon securities with original issue discount for tax purposes. INVESTMENTS RELATING TO THE GLOBAL FUND EMERGING MARKETS INVESTMENTS (Global Fund only). - ---------------------------- The Series may invest up to 10% of its assets in equity and debt securities of emerging market issuers, or securities with respect to which the return is derived from the equity or debt securities of issuers in emerging markets. The Series 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 also may invest in fixed income securities of emerging market issuers, including government and government-related entities (including participation in loans between governments and financial institutions), and of entities organized to restructure outstanding debt of such issuers. The Series also may invest in debt securities of corporate issuers in developing countries. The Series' investments in emerging market government and government-related securities may consist of (i) debt securities or obligations issued or guaranteed by governments, governmental agencies or instrumentalities and political subdivisions located in emerging countries (including participation in loans between governments and financial 18 institutions), (ii) debt securities or obligations issued by government owned, controlled or sponsored entities located in emerging countries and (iii) interests in issuers organized and operated for the purpose of restructuring the investment characteristics of instruments issued by any of the entities described above. The Series' investments in the fixed income securities of emerging market issuers may include investments in Brady Bonds, Structured Securities, Loan Participation and Assignments (as such capitalized terms are defined below), and certain non-publicly traded securities. Brady Bonds are securities created through the exchange of existing commercial bank loans to public and private entities in certain emerging markets for new bonds in connection with debt restructurings under a debt restructuring plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan"). Brady Bonds may be collateralized or uncollateralized, are issued in various currencies (but primarily the U.S. dollar), and are actively traded in over-the-counter secondary markets. Dollar-denominated, collateralized Brady Bonds, which may be fixed-rate bonds or floating-rate bonds, are generally collateralized in full as to principal by U.S. Treasury zero coupon bonds having the same maturity as the bonds. Structured Securities are issued by entities organized and operated solely for the purpose of restructuring the investment characteristics of sovereign debt obligations. This type of restructuring involves the deposit with, or purchase by, an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans or Brady Bonds) and the issuance by that entity of one or more classes of securities ("Structured Securities") backed by, or representing interests in, the underlying instruments. The Series may invest in fixed rate and floating rate loans ("Loans") arranged through private negotiations between an issuer of sovereign debt obligations and one or more financial institutions ("Lenders"). The Series' investments in Loans are expected in most instances to be in the form of a participation in loans ("Participation") and assignments of all or a portion of Loans ("Assignments") from third parties. The Series will have the right to receive payments of principal, interest and any fees to which they are entitled only from the Lender selling the Participation and only upon receipt by the Lender of the payments from the borrower. In the event of the insolvency of the Lender selling a Participation, the Series may be treated as a general creditor of the Lender and may not benefit from any set-off between the Lender and the borrower. When a Series purchases Assignments from Lenders, it will acquire direct rights against the borrower on the Loan. However, because Assignments are arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by the Series as the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Lender. The Series also may invest in securities that are neither listed on a stock exchange nor traded over-the-counter, including privately placed securities and limited partnerships. Investing in such unlisted emerging market equity securities, including investments in new and early stage companies, may involve a high degree of business and financial risk that can result in substantial losses. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. The Series' investments in emerging market securities will at all times be limited by the Series' prohibition on investing more than 15% of its net assets in illiquid securities. RISKS OF INVESTING IN EMERGING MARKETS - -------------------------------------- Compared to the United States and other developed countries, emerging countries may have relatively unstable governments, economies based on only a few industries, and securities markets that trade only a small number of securities and employ settlement procedures different from those used in the United States. Prices on these exchanges tend to be volatile and, in the past, securities 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 experienced and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations or currency depreciation, large amounts of external debt, balance of payments and trade difficulties and 19 extreme poverty 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 ability of a foreign government or government-related issuer to make timely and ultimate payments on its external debt obligations will be strongly influenced by the issuer's balance of payments, including export performance, its access to international credits and investments, fluctuations in interest rates and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected. If a foreign government or government-related issuer cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks, and multilateral organizations, and inflows of foreign investment. The commitment on the part of these foreign governments, multilateral organizations and others to make such disbursements may be conditioned on the government's implementation of economic reforms and/or economic performance and the timely service of its obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may curtail the willingness of such third parties to lend funds, which may further impair the issuer's ability or willingness to service its debts in a timely manner. The cost of servicing external debt will also generally be adversely affected by rising international interest rates, because many external debt obligations bear interest at rates which are adjusted based upon international interest rates. The ability to service external debt will also depend on the level of the relevant government's international currency reserves and its access to foreign exchange. Currency devaluations may affect the ability of a governmental issuer to obtain sufficient foreign exchange to service its external debt. As a result of the foregoing, a governmental issuer may default on its obligations. If such a default occurs, the Series may have limited effective legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting country itself, and the ability of the holder of foreign government and government-related debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign government and government-related debt obligations in the event of default under their commercial bank loan agreements. The issuers of the government and government-related debt securities in which the Series expects to invest have in the past experienced substantial difficulties in servicing their external debt obligations, which has led to defaults on certain obligations and the restructuring of certain indebtedness. Restructuring arrangements have included, among other things, reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid interest to Brady Bonds, and obtaining new credit to finance interest payments. Holders of certain foreign government and government-related debt securities may be requested to participate in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign government and government-related debt securities in which the Series may invest will not be subject to similar defaults or restructuring arrangements which may adversely affect the value of such investments. Furthermore, certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements and may therefore have access to information not available to other market participants. Payments to holders of the high yield, high risk, foreign debt securities in which the Series may invest may be subject to foreign withholding and other taxes. Although the holders of foreign government and government-related debt securities may be entitled to tax gross-up payments from the issuers of such instruments, there is no assurance that such payments will be made. INVESTMENTS IN AFFILIATED INVESTMENT COMPANIES - ---------------------------------------------- The Series may invest in securities issued by other registered investment companies advised by Brinson Partners 20 pursuant to exemptive relief granted by the SEC. Currently, the Global Fund is the only Series of the Trust that intends to invest in portfolios of Brinson Relationship Funds, another investment company which is advised by Brinson Partners, and only to the extent consistent with the Advisor's investment process of allocating assets to specific asset classes. The Global Fund will invest in corresponding portfolios of Brinson Relationship Funds only to the extent that the Advisor determines that such investments are a more efficient means for the Global Fund to gain exposure to the asset classes referred to below than by investing directly in individual securities. To gain exposure to equity and fixed income securities of issuers located in emerging market countries, the Global Fund may invest that portion of its assets allocated to emerging markets investments in the Brinson Emerging Markets Equity Fund portfolio and the Brinson Emerging Markets Debt Fund portfolio of Brinson Relationship Funds. The investment objective of the Brinson Emerging Markets Equity Fund and the Brinson Emerging Markets Debt Fund is to maximize total U.S. dollar return, consisting of capital appreciation and current income, while controlling risk. Under normal circumstances, at least 65% of the total assets of the Brinson Emerging Markets Equity Fund is invested in the 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. At least 65% of the total assets of the Brinson Emerging Markets Debt Fund is invested in the debt securities issued by governments, government-related entities (including participations in loans between governments and financial institutions), corporations and entities organized to restructure outstanding debt of issuers in emerging markets, or debt securities the return on which is derived primarily from other emerging markets instruments. The Brinson Emerging Markets Equity Fund and Brinson Emerging Markets Debt Fund are permitted to invest in the same types of securities as the Global Fund may invest in directly. In lieu of investing directly in certain high yield, higher risk securities, the Global Fund may invest a portion of its assets in the Brinson High Yield Fund portfolio (the "High Yield Fund") of Brinson Relationship Funds. The investment objective of the High Yield Fund is to maximize total U.S. dollar return, consisting of capital appreciation and current income, while controlling risk. The High Yield Fund maintains a high yield portfolio and as such, at least 65% of its assets are invested in high yield securities. The Global Fund currently intends to limit its investment in non-investment grade debt securities to no more than 5% of its net assets. Any investment in the High Yield Fund will be considered within this limitation. In lieu of investing directly in equity securities issued by companies with relatively small overall market capitalizations, the Global Fund may invest a portion of its assets in the Brinson Post-Venture Fund portfolio (the "Post- Venture Fund") of Brinson Relationship Funds. The investment objective of the Post-Venture Fund is to maximize total U.S. dollar return, consisting of capital appreciation and current income, while controlling risk. The Post-Venture Fund invests primarily in publicly- traded companies representing the lower 5% of the Wilshire 5000 Index, and, as such, at least 65% of its assets are invested in small capitalization equity securities. Each portfolio of Brinson Relationship Funds in which the Global Fund may invest is permitted to invest in the same securities of a particular asset class in which the Global Fund is permitted to invest directly, and with similar risks. Pursuant to undertakings with the SEC, the Global Fund will not be subject to the imposition of double management or administration fees with respect to its investments in Brinson Relationship Funds. INVESTMENT RESTRICTIONS The investment restrictions set forth below are fundamental policies and may not be changed as to a Series, without the approval of a majority of the outstanding voting securities (as defined in the Act) of the Series. Unless otherwise indicated, all percentage limitations listed below apply to the Series only at the time of the transaction. Accordingly, if a percentage restriction is adhered to at the time of investment, a later increase or decrease in the percentage which results from a relative change in values or from a change in a Series' total assets will not be considered a violation. Except as set forth under "Investment Objectives and Policies" and "Investment Considerations and Risks" in each Prospectus, or "Investment Strategies" in this Statement of Additional Information, each Series may not: (i) As to 75% of the total assets of each Series, purchase the securities of any one issuer, other than securities issued by the U.S. government or its agencies or instrumentalities, if 21 immediately after such purchase more than 5% of the value of the total assets of a Series would be invested in securities of such issuer (this does not apply to the Global Bond Fund or the U.S. Large Capitalization Equity Fund); (ii) Invest in real estate or interests in real estate (this will not prevent a Series from investing in publicly-held real estate investment trusts or marketable securities of companies which may represent indirect interests in real estate), interests in oil, gas and/or mineral exploration or development programs or leases; (iii) Purchase or sell commodities or commodity contracts, but may enter into futures contracts and options thereon in accordance with its Prospectus. Additionally, each Series may engage in forward foreign currency contracts for hedging and non-hedging purposes; (iv) Make investments in securities for the purpose of exercising control over or management of the issuer; (v) Purchase the securities of any one issuer if, immediately after such purchase, a Series would own more than 10% of the outstanding voting securities of such issuer; (vi) Sell securities short or purchase securities on margin, except such short-term credits as are necessary for the clearance of transactions. For this purpose, the deposit or payment by a Series for initial or maintenance margin in connection with futures contracts is not considered to be the purchase or sale of a security on margin; (vii) Make loans, except that this restriction shall not prohibit (a) the purchase and holding of a portion of an issue of publicly distributed or privately placed debt securities, (b) the lending of portfolio securities, or (c) entry into repurchase agreements with banks or broker-dealers; (viii) Borrow money in excess of 33 1/3% of the value of its assets except as a temporary measure for extraordinary or emergency purposes to facilitate redemptions or issue senior securities. All borrowings will be done from a bank and to the extent that such borrowing exceeds 5% of the value of a Series' assets, asset coverage of at least 300% is required. A Series will not purchase securities when borrowings exceed 5% of that Series' total assets; (ix) Purchase the securities of issuers conducting their principal business activities in the same industry, other than obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, if immediately after such purchase, the value of a Series' investments in such industry would exceed 25% of the value of the total assets of the Series across several countries; (x) Act as an underwriter of securities, except that, in connection with the disposition of a security, a Series may be deemed to be an "underwriter" as that term is defined in the 1933 Act; (xi) Invest in securities of any open-end investment company, except that (i) a Series may purchase securities of money market mutual funds, (ii) the Global Fund and Global Equity Fund may each invest in the securities of closed-end investment companies at customary brokerage commission rates in accordance with the limitations imposed by the Act and the rules thereunder, and (iii) in accordance with any exemptive order obtained from the SEC which permits investment by a Series in other Series or other investment companies or series thereof advised by the Advisor. In addition, each Series may acquire securities of other investment companies if the securities are acquired pursuant to a merger, consolidation, acquisition, plan of reorganization or a SEC approved offer of exchange; (xii) Invest in puts, calls, straddles or combinations thereof except to the extent disclosed in a Series' Prospectus; and 22 (xiii) Invest more than 5% of its total assets in securities of companies less than three years old. Such three year periods shall include the operation of any predecessor company or companies. MANAGEMENT OF THE TRUST TRUSTEES AND OFFICERS
POSITION WITH NAME AND ADDRESS AGE THE TRUST PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS - ---------------- --- --------- ------------------------------------------- Walter E. Auch 77 Trustee Retired; formerly Chairman and CEO of Chicago Board of 6001 N. 62nd Place Options Exchange (1979-1986); Trustee of the Trust since Paradise Valley, AZ May, 1994; Trustee, Brinson Relationship Funds since 85253 December, 1994; Director, Thomsen Asset Management Corp. since 1987; Director, Fort Dearborn Income Securities, Inc. 1987 to 1995; Director, Geotek Industries, Inc. since 1989; Director, Smith Barney VIP Fund since 1991; Director, SB Advisers since 1992; Director, SB Trak since 1992; Director, Banyan Realty Trust since 1987; Director, Banyan Land Fund II since 1988; Director, Banyan Mortgage Investment Fund since 1989; and Director, Express America Holdings Corp. since 1992, and Nicholas/Applegate, Legend Properties, Inc. Frank K. Reilly 62 Chairman and Professor, University of Notre Dame since 1982; Trustee College of Business Trustee of the Trust since December, 1993; Trustee, Brinson Administration Relationship Funds since September, 1994; Director of The University of Brinson Funds, Inc. 1992-1993; Trustee, Brinson Trust Notre Dame Company, 1992-July, 1993; Director, Fort Dearborn Notre Dame, IN 46556-0399 Income Securities, Inc. since 1993; Director, First Interstate Bank of Wisconsin from January, 1989 through March, 1990; Director, Greenwood Trust Company since 1993; and Director, Dean Witter Trust, FSB, since 1996; Director, UBS Private Investor Funds, Inc. since 1998. Edward M. Roob 63 Trustee Retired; prior thereto, Senior Vice President, Daiwa 841 Woodbine Lane Securities America Inc. (1986-1993); Trustee of the Trust Northbrook, IL 60002 since January, 1995; Trustee, Brinson Relationship Funds since January 1995; Director, Fort Dearborn Income Securities, Inc. since 1993; Director, Brinson Trust Company since 1993; Committee Member, Chicago Stock Exchange since 1993; Member of Board of Governors, Midwest Stock Exchange (1987-1991).
23 OTHER OFFICERS
POSITION WITH THE OFFICER NAME AGE TRUST SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS - ---- --- -------- ------- ----------------------------------------------------- E. Thomas McFarlan 54 President 1992 Managing Director, Brinson Partners, Inc. since 1991; Treasurer and Principal Accounting Officer, The Brinson Funds 1995-1997; President and Director of The Brinson Funds, Inc. 1992-1993; Trustee, Brinson Trust Company since 1991; prior thereto, Executive Vice President of Washington Mutual Savings Bank. Thomas J. Digenan 34 Vice 1993 Director, Brinson Partners, Inc. since 1993; Assistant Treasurer, The Brinson President Funds 1995-1997; Assistant Secretary, The Brinson Funds, 1993-1995; Assistant Secretary, The Brinson Funds, Inc. 1993; prior thereto, Senior Manager, KPMG Peat Marwick. Debra L. Nichols 32 Vice 1992 Director, Brinson Partners, Inc. since 1995; Associate, Brinson Partners, Inc. President from 1991 to 1995; Vice President, The Brinson Funds since 1997; Secretary, The Brinson Funds 1997; Assistant Secretary, The Brinson Funds 1993-1997; Assistant Secretary, The Brinson Funds, Inc. 1992-1993; prior thereto, private investor. Carolyn M. Burke 31 Secretary, 1995 Director, Brinson Partners, Inc., since January 1997; Associate, Brinson Partners, Treasurer Inc. from 1995 to 1997; Secretary, Treasurer and Principal Accounting Officer, and Principal The Brinson Funds since 1997; Assistant Secretary, The Brinson Funds 1995-1997; Accounting prior thereto, Financial Analyst, Van Kampen American Capital Investment Advisory Officer Corp. 1992-1995; Senior Accountant, KPMG Peat Marwick 1989-1992. Catherine E. Macrae 41 Assistant 1995 Associate Director, Brinson Partners, Inc. since January 1996; Associate, Secretary Brinson Partners, Inc., from 1992 to 1996; prior thereto, Economic Analyst, Chicago Mercantile Exchange.
COMPENSATION TABLE TRUSTEES AND OFFICERS
AGGREGATE COMPENSATION TOTAL COMPENSATION FROM FROM TRUST FOR FISCAL YEAR TRUST AND FUND COMPLEX NAME AND POSITION HELD ENDED JUNE 30, 1998 PAID TO TRUSTEES/1/ - ---------------------- -------------------------- ----------------------- Walter E. Auch, Trustee $12,300 $24,900 6001 N. 62nd Place Paradise Valley, AZ 85253 Frank K. Reilly, Trustee $14,400 $42,450 College of Business Administration University of Notre Dame Notre Dame, IN 46556-0399 Edward M. Roob, Trustee $14,400 $42,450 841 Woodbine Lane Northbrook, IL 60002
/1/ This amount represents the aggregate amount of compensation paid to the Trustees for (a) service on the Board of Trustees for the Trust's most recently completed fiscal year; and (b) service on the Board of Directors of two other investment companies managed by Brinson Partners for the calendar year ending June 30, 1998. 24 No officer or Trustee of the Trust who is also an officer or employee of Brinson Partners receives any compensation from the Trust for services to the Trust. The Trust pays each Trustee who is not affiliated with Brinson Partners a fee of $6,000 per year, plus $300 per Series per meeting, and reimburses each Trustee and officer for out-of-pocket expenses in connection with travel and attendance at Board meetings. The Board of Trustees has an Audit Committee which has the responsibility, among other things, to (i) recommend the selection of the Trust's independent auditors, (ii) review and approve the scope of the independent auditors' audit activity, (iii) review the audited financial statements, and (iv) review with such independent auditors the adequacy of the Series' basic accounting system and the effectiveness of the Series' internal accounting controls. The Audit Committee met once during the fiscal year ended June 30, 1998. There is no separate nominating or investment committee. Items pertaining to these committees are submitted to the full Board of Trustees. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES As of August 18, 1998, the officers and Trustees as a group owned less than 1% of the outstanding equity securities of the Trust and of each class of equity securities of the Trust. As of August 18, 1998, the following persons owned of record or beneficially more than 5% of the outstanding voting shares of the Brinson Fund-Class I, Brinson Fund-Class N, UBS Investment Funds class of shares or the Series, as applicable: GLOBAL FUND
Percentage of Percentage of Name & Address of Beneficial Owners Class Series - ----------------------------------- ------------- ------------- BRINSON FUND-CLASS I - -------------------- First Alabama Bank 11.57% N/A Mobile, AL Suntrust Bank 7.68% N/A Atlanta, GA American Express 6.36% N/A Minneapolis, MN BRINSON FUND-CLASS N - -------------------- Enjayco 88.76% 6.47% Milwaukee, WI Merrill Lynch Trust Co. 10.66% N/A Somerset, NJ UBS INVESTMENT FUNDS CLASS - -------------------------- *UBS AG 74.50% 13.09% New York, NY
25 GLOBAL EQUITY FUND
Percentage of Percentage of Name & Address of Beneficial Owners Class Series - ----------------------------------- ------------- ------------- BRINSON FUND-CLASS I - --------------------- *Wachovia Bank NA Winston Salem, NC 42.06%* N/A Charles Schwab & Co. Inc. 18.39% N/A San Francisco, CA Wilmington Trust Co. 6.29% N/A Wilmington, DE National Financial Services Corp. 5.31% N/A New York, NY BRINSON FUND-CLASS N - -------------------- Brinson Partners, Inc. 100%* N/A Chicago, IL SWISSKEY FUND CLASS - ------------------- UBS 38.10%* 26.77%* New York, NY UBS SA 22.83% 16.04% Zurich, Switzerland UBS SA 11.67% 8.20% Zurich, Switzerland GLOBAL BOND FUND BRINSON FUND-CLASS I - --------------------- Wilmington Trust Co. 27.78%* 26.83%* Wilmington, DE *+Baptist Health Systems, Inc. 16.93% 16.35% Birmingham, AL Charles Schwab & Co. 14.38% 13.89% San Francisco, CA Wilmington Trust Co. Trustee 11.40% 11.01% Wilmington, DE Munson Williams Proctor Institute 11.11% 10.73% Utica, NY BRINSON FUND-CLASS N - -------------------- Emjayco 89.38%* N/A Milwaukee, WI Brinson Partners, Inc. 10.62% N/A Chicago, IL UBS INVESTMENT FUNDS CLASS - -------------------------- UBS 58.54%* N/A New York, NY UBS 13.98% N/A New York, NY UBS SA 7.47% N/A Zurich Switzerland U.S. BALANCED FUND BRINSON FUND-CLASS I - -------------------- MAC & Co. 46.94%* 45.87%* Pittsburgh, PA Wachovia Bank of NA 18.09% 17.68% Winston Salem, NC Mitra & Co. 17.19% 16.80% Milwaukee, WI American Express 8.98% 8.77% Minneapolis, MN Lasalle National Bank 5.86% 5.72% Chicago, IL BRINSON FUND-CLASS N - -------------------- Brinson Partners, Inc. 100%* N/A Chicago, IL UBS INVESTMENT FUNDS CLASS - -------------------------- UBS 60.13%* N/A New York, NY UBS SA 15.39% N/A Zurich, Switzerland
26
Percentage of Percentage of Name & Address of Beneficial Owners Class Series - ----------------------------------- ------------- ------------- UBS INVESTMENT FUNDS CLASS (CON'T) - -------------------------- UBS SA 15.17% N/A Zurich, Switzerland U.S. EQUITY FUND BRINSON FUND-CLASS I - -------------------- Wachovia Bank Trust NA 14.89% 13.25% Winston Salem, NC Charles Schwab & Co. Inc. 11.69% 10.40% San Francisco, CA The Northern Trust Company Trustee 5.26% N/A Chicago, IL BRINSON FUND-CLASS N - -------------------- Merrill Lynch Trust Co. 78.96%* N/A Somerset, NJ Emjayco 20.17% N/A Milwaukee, WI Cowen Co. 7.73% N/A New York, NY UBS INVESTMENT FUNDS CLASS - -------------------------- UBS SA 55.74%* 6.04% Zurich, Switzerland UBS SA 34.41%* N/A Zurich, Switzerland UBS 8.52% N/A New York, NY U.S. LARGE CAPITALIZATION EQUITY FUND BRINSON FUND-CLASS I - -------------------- Norwest MN 58.12%* N/A Minneapolis, MN Jay M. and Rebekah A. Enoch 21.27% N/A Moraga, CA National Financial Svcs Corp 10.60% N/A New York, NY Donaldson Lufkin & Jenrette 8.23% N/A Jersey City, NJ BRINSON FUND-CLASS N - -------------------- National Financial Services Corp. 99.99%* 97.50%* New York, NY UBS INVESTMENT FUNDS CLASS - -------------------------- Thomas J. Digenan 100.00%* N/A Chicago, IL. U.S. BOND FUND BRINSON FUND-CLASS I - -------------------- *+Wachovia Bank NA 26.87%* 25.21%* Winston Salem, NC Charles Schwab & Co. Inc. 18.07% 16.96% San Francisco, CA Lafayette College Endowment 16.17% 15.17% Easton, PA Firstcinco Rein 11.71% 10.99% Cincinnati, OH Lafayette College Endowment 7.29% 6.84% Easton, PA Resources Trust Company 6.06% 5.68% Englewood, CO Sealaska Corporation 5.58% 5.23% Juneau, AK BRINSON FUND-CLASS N - -------------------- Brinson Partners, Inc. 100%* N/A Chicago, IL
27
Percentage of Percentage of Name & Address of Beneficial Owners Class Series - ----------------------------------- ------------- ------------- UBS INVESTMENT FUNDS CLASS -------------------------- UBS SA 29.66%* N/A Zurich, Switzerland UBS SA 22.20% N/A Zurich, Switzerland ICM Investments LTD 15.44% N/A Newport Beach, CA UBS 12.30% N/A New York, NY UBS 8.12% N/A New York, NY NON-U.S. EQUITY FUND BRINSON FUND-CLASS I -------------------- Northern Trust Company 25.76%* 25.46%* Chicago, IL Charles Schwab & Co. Inc. 5.69% 5.62% San Francisco, CA Key Trust Company 5.28% 5.22% Cleveland, OH BRINSON FUND-CLASS N -------------------- Emjayco 90.53%* N/A Milwaukee, WI Brinson Partners Inc 9.47% N/A Chicago, IL UBS INVESTMENT FUNDS CLASS -------------------------- UBS 39.38%* N/A New York, NY UBS SA 36.93%* N/A Zurich, Switzerland UBS SA 12.95% N/A Zurich, Switzerland
* Person deemed to control the class within the meaning of the Act. Note that such persons possess the ability to control the outcome of matters submitted for the vote of shareholders of that class. + Person deemed to control the Series within the meaning of the Act. Note that such persons possess the ability to control the outcome of matters submitted for the vote of shareholders of that Series. INVESTMENT ADVISORY AND OTHER SERVICES ADVISOR - ------- Brinson Partners, a Delaware corporation, is an investment management firm, managing as of June 30, 1998, over $286 billion, primarily for institutional pension and profit sharing funds. Brinson Partners was organized in 1989 when it acquired the institutional asset management business of The First National Bank of Chicago and First 28 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 Bahrain, Basel, Frankfurt, Geneva, Hong Kong, London, Melbourne, New York, Paris, Rio de Janeiro, Singapore, Sydney, Tokyo and Zurich in addition to its principal office at 209 South LaSalle Street, Chicago, IL 60604-1295. Brinson Partners is a part of the UBS Brinson Division of UBS AG. UBS AG, with headquarters in Basel, Switzerland, is an internationally diversified organization with operations in many aspects of the financial services industry. UBS AG was formed by the merger of Union Bank of Switzerland and Swiss Bank Corporation in June 1998. Brinson Partners also serves as the investment advisor to nine other investment companies: Brinson Relationship Funds, which includes seventeen investment portfolios (series); The Enterprise Group of Funds, Inc. - International Growth Portfolio; Enterprise Accumulation Trust - the International Growth Portfolio; Fort Dearborn Income Securities, Inc.; The Hirtle Callaghan International Trust - International Equity Portfolio; John Hancock Variable Annuity Series Trust I -International Balanced Portfolio; Managed Accounts Services Portfolio Trust -Pace Large Company Value Equity Investments; AON Funds - International Equity Fund; and The Republic Funds - Republic Equity Fund. Pursuant to its investment advisory agreements (the "Agreements") with the Trust, on behalf of each Series, Brinson Partners receives from each Series a monthly fee at an annual rate (as described in each Series' Prospectus and below) multiplied by the average daily net assets of that Series for providing investment advisory services. Brinson Partners is responsible for paying its expenses. Under the Agreements, each Series pays the following expenses: (1) the fees and expenses of the Trust's disinterested Trustees; (2) the salaries and expenses of any of the Trust's officers or employees who are not affiliated with Brinson Partners; (3) interest expenses; (4) taxes and governmental fees; (5) brokerage commissions and other expenses incurred in acquiring or disposing of portfolio securities; (6) the expenses of registering and qualifying shares for sale with the SEC and with various state securities commissions; (7) auditing and legal costs; (8) insurance premiums; (9) fees and expenses of the Trust's custodian, administrative and transfer agent and any related services; (10) expenses of obtaining quotations of the Series' portfolio securities and of pricing the Series' shares; (11) expenses of maintaining the Trust's legal existence and of shareholders' meetings; (12) expenses of preparation and distribution to existing shareholders of reports, proxies and prospectuses; and (13) fees and expenses of membership in industry organizations. Under the Agreements, the Advisor is entitled to a monthly fee of the respective Series' average daily net assets as follows: annual rates of 0.80% for the Global Fund, Global Equity Fund and Non-U.S. Equity Fund; 0.75% for the Global Bond Fund; 0.70% for the U.S. Balanced Fund, U.S. Equity Fund and U.S. Large Capitalization Equity Fund; and 0.50% for the U.S. Bond Fund. The Advisor has agreed irrevocably to waive its fees and reimburse expenses to the extent that total operating expenses exceed the following rates of the respective Series' average daily net assets as follows, without regard to 12b-1 Plan expenses for the UBS Investment Funds class of shares or the Brinson - Class N of each Series: 1.10% for the Global Fund; 1.00% for the Global Equity Fund and Non- U.S. Equity Fund; 0.90% for the Global Bond Fund; 0.80% for the U.S. Balanced Fund, the U.S. Equity Fund and the U.S. Large Capitalization Equity Fund; and 0.60% for the U.S. Bond Fund. Advisory fees accrued to Brinson Partners were as follows: 29
A. FISCAL YEAR ENDED JUNE 30, 1996 - ------------------------------------------------------------------------------------------- SERIES* GROSS ADVISORY FEES NET ADVISORY FEES PAID FUND EXPENSES PAID EARNED BY ADVISOR AFTER FEE WAIVER BY ADVISOR - ------------------------------------------------------------------------------------------- GLOBAL FUND $3,415,057 $3,415,057 $ 0.00 - ------------------------------------------------------------------------------------------- GLOBAL EQUITY FUND $ 390,824 $ 12,198 $378,626 - ------------------------------------------------------------------------------------------- GLOBAL BOND FUND $ 310,066 $ 158 $309,908 - ------------------------------------------------------------------------------------------- U.S. BALANCED FUND $1,465,283 $1,015,531 $449,752 - ------------------------------------------------------------------------------------------- U.S. EQUITY FUND $ 638,063 $ 326,322 $311,741 - ------------------------------------------------------------------------------------------- U.S. BOND FUND $ 37,868 $ 0.00 $230,216 - ------------------------------------------------------------------------------------------- NON-U.S. EQUITY FUND $1,403,109 $1,050,199 $352,910 - -------------------------------------------------------------------------------------------
B. FISCAL YEAR ENDED JUNE 30, 1997
- ------------------------------------------------------------------------------------------- SERIES* GROSS ADVISORY FEES NET ADVISORY FEES PAID FUND EXPENSES PAID EARNED BY ADVISOR AFTER FEE WAIVER BY ADVISOR - ------------------------------------------------------------------------------------------- GLOBAL FUND $4,294,925 $4,294,925 $ 0.00 - ------------------------------------------------------------------------------------------- GLOBAL EQUITY FUND $ 641,075 $ 445,564 $195,511 - ------------------------------------------------------------------------------------------- GLOBAL BOND FUND $ 344,152 $ 149,228 $194,924 - ------------------------------------------------------------------------------------------- U.S. BALANCED FUND $1,775,454 $1,559,981 $215,473 - ------------------------------------------------------------------------------------------- U.S. EQUITY FUND $1,423,666 $1,234,361 $189,305 - ------------------------------------------------------------------------------------------- U.S. BOND FUND $ 67,835 $ 0.00 $142,178 - ------------------------------------------------------------------------------------------- NON-U.S. EQUITY FUND $2,420,667 $2,420,667 $ 0.00 - -------------------------------------------------------------------------------------------
* The U.S. Large Capitalization Equity Fund had not commenced operations as of the time periods indicated.
C. FISCAL YEAR ENDED JUNE 30, 1998 - ------------------------------------------------------------------------------------------- SERIES GROSS ADVISORY FEES NET ADVISORY FEES PAID FUND EXPENSES PAID EARNED BY ADVISOR AFTER FEE WAIVER BY ADVISOR - ------------------------------------------------------------------------------------------- GLOBAL FUND $5,378,141 $5,378,141 $ 0.00 - ------------------------------------------------------------------------------------------- GLOBAL EQUITY FUND $ 719,439 $ 697,541 $21,898 - ------------------------------------------------------------------------------------------- GLOBAL BOND FUND $ 500,982 $ 457,480 $43,502 - ------------------------------------------------------------------------------------------- U.S. BALANCED FUND $1,674,661 $1,655,564 $19,097 - ------------------------------------------------------------------------------------------- U.S. EQUITY FUND $3,792,120 $3,792,120 $ 0.00 - ------------------------------------------------------------------------------------------- U.S. LARGE CAPITALIZATION EQUITY FUND $ 21,230 $ 0.00 $23,989 - ------------------------------------------------------------------------------------------- U.S. BOND FUND $ 142,474 $ 74,626 $67,848 - ------------------------------------------------------------------------------------------- NON-U.S. EQUITY FUND $3,475,953 $3,475,953 $ 0.00 - -------------------------------------------------------------------------------------------
General expenses of the Trust (such as costs of maintaining corporate existence, legal fees, insurances, etc.) will be allocated among the Series in proportion to their relative net assets. Expenses which relate exclusively to a particular Series, such as certain registration fees, brokerage commissions and other portfolio expenses, will be borne directly by that Series. ADMINISTRATOR - ------------- Administrative, Accounting, Transfer Agency and Custodian Services Effective May 10, 1997, the Trust, on behalf of each Fund, entered into a Multiple Services Agreement (the "Services Agreement") with Morgan Stanley Trust Company, One Pierrepont Plaza, Brooklyn, New York 11201 ("MSTC"), pursuant to which MSTC is required to provide general administrative, accounting, portfolio valuation, transfer agency and custodian services to the Funds, including the coordination and monitoring of any third party service providers. 30 Custody Services. MSTC provides custodian services for the securities and cash of the Fund. The custody fee schedule is based primarily on the net amount of assets held during the period for which payment is being made plus a per transaction fee for transactions during the period and out-of-pocket expenses. As authorized under the Services Agreement, MSTC has entered into a Mutual Funds Service Agreement (the "CGFSC Agreement") with Chase Global Funds Services Company ("CGFSC"), a corporate affiliate of The Chase Manhattan Bank, under which CGFSC provides administrative, accounting, portfolio valuation and transfer agency services to the Fund. CGFSC's business address is 73 Tremont Street, Boston, Massachusetts 02108-3913. Pursuant to the CGFSC Agreement, CGFSC provides: (1) administrative services, including providing the necessary office space, equipment and personnel to perform administrative and clerical services; preparing, filing and distributing proxy materials, periodic reports to investors, registration statements and other documents; and responding to investor inquiries; (2) accounting and portfolio valuation services, including the daily calculation of each Fund's net asset value and the preparation of certain financial statements; and (3) transfer agency services, including the maintenance of each investor's account records, responding to investors' inquiries concerning accounts, processing purchases and redemptions of each Fund's shares, acting as dividend and distribution disbursing agent and performing other service functions. Shareholder inquiries should be made to the transfer agent at 1-800-448-2430 (for the Brinson Fund-Class N and Brinson Fund-Class I) or 1-800-794-7753 (for the UBS Investment Funds). Also as authorized under the Services Agreement, MSTC has entered into a sub-administration agreement (the "FDI Agreement") with Funds Distributor, Inc. ("FDI") under which FDI provides administrative assistance to the Funds with respect to (i) regulatory matters, including regulatory developments and examinations, (ii) all aspects of each Fund's day-to-day operations, (iii) office facilities, clerical and administrative services, and (iv) maintenance of books and records. FDI's business address is 60 State Street, Suite 1300, Boston, Massachusetts 02109. Pursuant to the CGFSC Agreement and the FDI Agreement, MSTC pays CGFSC and FDI, respectively, for the services that CGFSC and FDI provide to MSTC in fulfilling MSTC's obligations under the Services Agreement. For the fiscal years ended June 30, 1997 and June 30, 1998, aggregate fees paid to MSTC for administration, accounting, portfolio valuation and transfer agency services under the Services Agreement were as follows:
MAY 10, 1997 THROUGH FISCAL FISCAL YEAR ENDED SERIES YEAR END JUNE 30, 1997 JUNE 30, 1998 - ------ ---------------------- ----------------- GLOBAL FUND $69,572 $464,398 GLOBAL EQUITY FUND $ 7,799 $ 9,809 GLOBAL BOND FUND $ 3,707 $ 0.00 U.S. BALANCED FUND $10,324 $ 79,503 U S.EQUITY FUND $12,495 $247,167 U.S. LARGE CAPITALIZATION EQUITY FUND $ 0.00 $ 0.00 U.S. BOND FUND $ 0.00 $ 0.00 NON-U.S. EQUITY FUND $17,159 $305,643
Until May 9, 1997, FPS Services, Inc., 3200 Horizon Drive, King of Prussia, PA 19406-0903 ("FPS"), provided certain administrative services to the Trust pursuant to an administration agreement (the "Administration Agreement"). 31 As compensation for services performed under the Administration Agreement, FPS received a fee payable monthly at an annual rate multiplied by the average daily net assets of the Trust. Administration fees paid to FPS were as follows:
- --------------------------------------------------------------- SERIES* FISCAL YEAR ENDED JULY 1 1996 JUNE 30, 1996 THROUGH MAY 9, 1997 - --------------------------------------------------------------- GLOBAL FUND $293,601 $271,364 - --------------------------------------------------------------- GLOBAL EQUITY FUND $ 32,468 $ 38,047 - --------------------------------------------------------------- GLOBAL BOND FUND $ 29,216 $ 25,412 - --------------------------------------------------------------- U.S. BALANCED FUND $140,841 $121,580 - --------------------------------------------------------------- U.S. EQUITY FUND $ 58,286 $ 76,534 - --------------------------------------------------------------- U.S. BOND FUND $ 58,286 $ 6,542 - --------------------------------------------------------------- NON-U.S. EQUITY FUND $119,433 $122,780 - ---------------------------------------------------------------
* The U.S. Large Capitalization Equity Fund had not commenced operations as of the time periods indicated. UNDERWRITER - ----------- FDI, 60 State Street, Suite 1300, Boston, MA 02109, acts as an underwriter of the Series' continuous offer of shares for the purpose of facilitating the filing of notices regarding sale of the shares of the Series under state securities laws and to assist in sales of shares pursuant to an underwriting agreement (the "Underwriting Agreement") approved by the Board of Trustees. In this regard, FDI has agreed at its own expense to qualify as a broker-dealer under all applicable federal or state laws in those states which the Trust shall from time to time identify to FDI as states in which it wishes to offer the Series' shares for sale, in order that state filings may be maintained for the Series. FDI does not receive any compensation under the Underwriting Agreement. FDI is a broker-dealer registered with the SEC and a member in good standing of the National Association of Securities Dealers, Inc. The Trust does not impose any sales loads or redemption fees. Each Series shall continue to bear the expense of all filing fees incurred in connection with the filing of notices regarding sale of shares under state securities laws. The Underwriting Agreement may be terminated by either party upon sixty (60) days' prior written notice to the other party, and if so terminated, the pro rata portion of the unearned fee will be returned to the Trust. 32 DISTRIBUTION PLAN - ----------------- The Board of Trustees of the Trust has adopted a distribution plan (the "UBS Investment Plan") pursuant to Rule 12b-1 under the Act, for each Series' UBS Investment Funds class of shares and a separate distribution plan (the "Class N Plan") pursuant to Rule 12b-1 under the Act for each Series' Brinson Fund-Class N shares (the UBS Investment Plan and the Class N Plan together, the "Plans"). The Plans permit each Series to reimburse FDI, Brinson Partners and others from the assets of the UBS Investment Funds class and Brinson Fund-Class N shares with a quarterly fee for services and expenses incurred in distributing and promoting sales of UBS Investment Funds class of shares and Brinson Fund-Class N shares, respectively. The aggregate fees paid by the UBS Investment Funds class and Brinson Fund-Class N shares to FDI, and others under the Plan for each Class may not exceed 0.90% of a UBS Investment Fund classes' average daily net assets and 0.25% of a Brinson Fund-Class N's average daily net assets, respectively, in any year. The UBS Investment Plan does not apply to the Brinson Fund-Class I or the Brinson Fund-Class N shares of each Series and those shares are not included in calculating the UBS Investment Plan's fees. The Class N Plan does not apply to the Brinson Fund-Class I or the UBS Investment Funds class of shares of each Series and those shares are not included in calculating the Class N Plan's fees. Amounts spent on behalf of each UBS Investment Funds class of shares pursuant to the UBS Investment Plan during the fiscal year ended June 30, 1998 are set forth below.
============================================================================================================ COMPENSATION COMPENSATION COMPENSATION TO OF OF [SWISSBANK] SALES PRINTING UNDERWRITERS DEALERS PERSONNEL ADVERTISING OTHER FUND ============================================================================================================ UBS Investment Fund- $3,741.36 $0.00 $0.00 $215,695.93 $0.00 $ 64,708.62 Global - ------------------------------------------------------------------------------------------------------------ UBS Investment Fund- $8,392.57 $0.00 $0.00 $483,844.59 $0.00 $145,153.37 Global Equity - ------------------------------------------------------------------------------------------------------------ UBS Investment Fund- $1,000.00 $0.00 $0.00 $ 34,008.30 $0.00 $ 10,202.99 Global Bond - ------------------------------------------------------------------------------------------------------------ UBS Investment Fund- $1,000.00 $0.00 $0.00 $ 61,691.74 $0.00 $ 20,307.52 U.S. Balanced - ------------------------------------------------------------------------------------------------------------ UBS Investment Fund- $5,825.06 $0.00 $0.00 $335,823.55 $0.00 $100,747.06 U.S. Equity - ------------------------------------------------------------------------------------------------------------ UBS Investment Fund- $ 0.00 $0.00 $0.00 $ 0.00 $0.00 $ 0.00 U.S. Large Capitalization Equity - ------------------------------------------------------------------------------------------------------------ UBS Investment Fund- $1,000.00 $0.00 $0.00 $ 11,891.51 $0.00 $ 3,567.95 U.S. Bond - ------------------------------------------------------------------------------------------------------------ UBS Investment Fund- $1,000.00 $0.00 $0.00 $ 14,053.50 $0.00 $ 4,216.05 Non-U.S. Equity ============================================================================================================
Amounts spent on behalf of each Brinson Fund - Class N class pursuant to the Class N Plan during the fiscal year ended June 30, 1998 are set forth below.
============================================================================================================ COMPENSATION COMPENSATION COMPENSATION TO OF OF [SWISSBANK] SALES PRINTING UNDERWRITERS DEALERS PERSONNEL ADVERTISING OTHER FUND ============================================================================================================ Global Fund $0.00 $0.00 $ 670.71 $0.00 $0.00 $0.00 - Class N - ------------------------------------------------------------------------------------------------------------ Global Equity Fund $0.00 $0.00 $ 0.00 $0.00 $0.00 $0.00 - Class N - ------------------------------------------------------------------------------------------------------------ Global Bond Fund $0.00 $0.00 $ 4.13 $0.00 $0.00 $0.00 - Class N - ------------------------------------------------------------------------------------------------------------ U.S. Balanced Fund $0.00 $0.00 $ 0.00 $0.00 $0.00 $0.00 - Class N - ------------------------------------------------------------------------------------------------------------ U.S. Equity Fund $0.00 $0.00 $ 148.66 $0.00 $0.00 $0.00 - Class N - ------------------------------------------------------------------------------------------------------------ U.S. Large $0.00 $0.00 $7,577.29 $0.00 $0.00 $0.00 Capitalization Equity Fund - Class N - ------------------------------------------------------------------------------------------------------------ U.S. Bond Fund - $0.00 $0.00 $ 0.00 $0.00 $0.00 $0.00 Class N - ------------------------------------------------------------------------------------------------------------ Non-U.S. Equity $0.00 $0.00 $ 5.40 $0.00 $0.00 $0.00 Fund - Class N - ------------------------------------------------------------------------------------------------------------
CODE OF ETHICS - -------------- The Trust has adopted a Code of Ethics which establishes standards by which certain access persons of the Trust, which include officers of the Advisor and officers and Trustees of the Trust, must abide relating to personal securities trading conduct. Under the Code of Ethics, access persons are prohibited from engaging in certain conduct, including, but not limited to: 1) investing in companies in which the Series invest unless the securities have a broad public market and are registered on a national securities exchange or are traded in the over-the- counter markets; 2) making or maintaining an investment in any corporation or business with which the Series have business relationships if the investment might create, or give the appearance of creating, a conflict of interest; 3) participating in an initial public offering; 4) entering into a securities transaction when the access person knows or should know that such activity will anticipate, parallel or counter any securities transaction of a Series; 5) entering into any securities transaction, without prior approval, in connection with any security which has been designated as restricted; 6) entering into a net short position with respect to any security held by a Series; 7) entering into any derivative transaction when a direct transaction in the underlying security would be a violation; and 8) engaging in self-dealing or other transactions benefiting the access person at the expense of the Series or its shareholders. In addition, access persons are required to receive advance approval prior to purchasing or selling a restricted security, and may not buy or sell certain prohibited securities. The Advisor will identify for access persons prohibited securities, which include securities that are being considered for purchase or sale by any account or fund managed by the Advisor, 33 and provide a list of such securities to all access persons. Access persons are required to file quarterly reports of security investment transactions. Trustees or officers who are not "interested persons" of the Trust, as defined in the 1940 Act, need only report a transaction in a security if such Trustee or officer, at the time of the transaction, knew or should have known, in the ordinary course of fulfilling his or her official duties as a Trustee or officer, that, during the 15-day period immediately preceding or after the date of the transaction by the Trustee or officer, such security was purchased or sold by a Series, or was being considered for purchase by a Series. PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS Brinson Partners is responsible for decisions to buy and sell securities for the Series and for the placement of the Series' portfolio business and the negotiation of commissions, if any, paid on such transactions. Fixed income securities in which the Series invest are traded in the over-the-counter market. These securities are generally traded on a net basis with dealers acting as principal for their own accounts without a stated commission, although the bid/ask spread quoted on securities includes an implicit profit to the dealers. In over-the-counter transactions, orders are placed directly with a principal market-maker unless a better price and execution can be obtained by using a broker. Brokerage commissions are paid on transactions in listed securities, futures contracts and options thereon. Brinson Partners is responsible for effecting portfolio transactions and will do so in a manner deemed fair and reasonable to the Series. Under its advisory agreements with the Global Funds and the Non-U.S. Equity Fund, Brinson Partners is authorized to utilize the trading desk of its foreign subsidiaries to execute foreign securities transactions, but monitors the selection by such subsidiaries of brokers and dealers used to execute transactions for those Series. The primary consideration in all portfolio transactions will be prompt execution of orders in an efficient manner at the most favorable price. In selecting and monitoring broker-dealers and negotiating commissions, Brinson Partners considers the firm's reliability, the quality of its execution services on a continuing basis and its financial condition. When more than one firm is believed to meet these criteria, preference may be given to brokers who provide research or statistical material or other services to the Series or to Brinson Partners. Such services include advice, both directly and in writing, as to the value of the securities; the advisability of investing in, purchasing or selling securities; and the availability of securities, or purchasers or sellers of securities, as well as analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. This allows Brinson Partners to supplement its own investment research activities and obtain the views and information of others prior to making investment decisions. Brinson Partners is of the opinion that, because this material must be analyzed and reviewed by its staff, its receipt and use does not tend to reduce expenses but may benefit the Series by supplementing the Advisor's research. Brinson Partners effects portfolio transactions for other investment companies and advisory accounts. Research services furnished by dealers through whom the Series effect its securities transactions may be used by Brinson Partners in servicing all of its accounts; not all such services may be used in connection with the Series. In the opinion of Brinson Partners, it is not possible to measure separately the benefits from research services to each of the accounts (including the Series). Brinson Partners will attempt to equitably allocate portfolio transactions among the Series and others whenever concurrent decisions are made to purchase or sell securities by the Series and another. In making such allocations between the Series and others, the main factors to be considered are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, the size of investment commitments generally held and the opinions of the persons responsible for recommending investments to the Series and the others. In some cases, this procedure could have an adverse effect on the Series. In the opinion of Brinson Partners, however, the results of such procedures will, on the whole, be in the best interest of each of the clients. The Series incurred brokerage commissions as follows:
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED SERIES JUNE 30, 1996* JUNE 30, 1997* JUNE 30, 1998 - ------ ----------------- ----------------- ----------------- GLOBAL FUND $327,191 $385,571 $442,603 GLOBAL EQUITY FUND $123,467 $142,922 $166,103 GLOBAL BOND FUND $ 0.00 $ 0.00 $ 0.00 U.S. BALANCED FUND $ 99,554 $139,165 $ 85,784 U.S. EQUITY FUND $105,887 $290,526 $560,721 U.S. LARGE CAPITALIZATION EQUITY FUND NA NA $ 9,714 U.S. BOND FUND $ 0.00 $ 0.00 $ 0.00 NON-U.S. EQUITY FUND $322,915 $833,293 $942,115
* The U.S. Large Capitalization Equity Fund had not commenced operations as of the time periods indicated. For the fiscal year ended June 30, 1998, the Brinson Global Fund, Brinson U.S. Balanced Fund, Brinson U.S. Equity Fund and Brinson U.S. Large Capitalization Equity Fund paid brokerage commissions to Warburg Dillon Read ("Warburg"), an affiliated broker-dealer, as follows:
Aggregate Dollar Amount of % of Aggregate % of Aggregate Dollar Commissions Paid to Commissions Amount Paid to Fund Warburg Paid to Warburg Warburg - ---- ------------------- --------------- ---------------------- Global Fund $ 6,078 1.37% 0.78% U.S. Balanced Fund $ 2,190 2.55% 0.27% U.S. Equity Fund $93,356 16.65% 21.43% U.S. Large Capitalization Equity Fund $ 453 4.66% 5.16%
34 For the fiscal year ended June 30, 1998 the Trust and the Advisor had no agreements or understandings with a broker or otherwise causing brokerage transactions or commissions for research services. PORTFOLIO TURNOVER - ------------------ The Series are free to dispose of their portfolio securities at any time, subject to complying with the Code and the Act, when changes in circumstances or conditions make such a move desirable in light of the respective investment objective. The Series will not attempt to achieve or be limited to a predetermined rate of portfolio turnover, such a turnover always being incidental to transactions undertaken with a view to achieving that Series' investment objective. The Series do not intend to use short-term trading as a primary means of achieving their investment objectives. The rate of portfolio turnover shall be calculated by dividing (a) the lesser of purchases and sales of portfolio securities for the particular fiscal year by (b) the monthly average of the value of the portfolio securities owned by that Series during the particular fiscal year. Such monthly average shall be calculated by totaling the values of the portfolio securities as of the beginning and end of the first month of the particular fiscal year and as of the end of each of the succeeding eleven months and dividing the sum by 13. Under normal circumstances, the portfolio turnover rate for the Global Equity Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund and Non-U.S. Equity Fund is not expected to exceed 100%. The portfolio turnover rates for the Global Fund and Global Bond Fund may exceed 100% and in some years, 200% and for the U.S. Balanced Fund and U.S. Bond Fund, may exceed 100% and in some years, 300%. High portfolio turnover rates (over 100%) may involve correspondingly greater brokerage commissions and other transaction costs, which will be borne directly by the Series and ultimately by that Series' shareholders. In addition, high portfolio turnover may result in increased short-term capital gains, which, when distributed to shareholders, are treated as ordinary income. With respect to the Global Fund, for the fiscal years ended June 30, 1997 and June 30, 1998, the portfolio turnover rate of the Series was 150% and 88%, respectively. With respect to the Global Bond Fund, for the fiscal years ended June 30, 1997 and June 30, 1998 the portfolio turnover rate of the Series was 235% and 151%, respectively. With respect to the Global Equity Fund, for the fiscal years ended June 30, 1997 and June 30, 1998 the portfolio turnover rate of the Series was 32% and 46%, respectively. With respect to the Non-U.S. Equity Fund, for the fiscal years ended June 30, 1997 and June 30, 1998 the portfolio turnover rate of the Series was 25% and 49%, respectively. With respect to the U.S. Balanced Fund, for the fiscal years ended June 30, 1997, and June 30, 1998 the portfolio turnover rate of the Series was 329% and 194%, respectively. With respect to the U.S. Equity Fund, for the fiscal years ended June 30, 1997 and June 30, 1998 the portfolio turnover rate of the Series was 43% and 42%, respectively. With respect to the U.S. Large Capitalization Equity Fund, for the period April 6, 1998 (commencement of operations) to June 30, 1998 the portfolio turnover rate of the Series was 12%. With respect to the U.S. Bond Fund, for the fiscal years ended June 30, 1997 and June 30, 1998, the portfolio turnover rate of the Series was 410% and 198% respectively. The significant variation in portfolio turnover rates over such periods was due to an increase in the assets of the Series which caused the Series, to reposition their portfolio holdings in order to meet their investment objectives and policies. SHARES OF BENEFICIAL INTEREST The Trust presently offers eight Series of shares of beneficial interest, each of which offers three classes of shares. Each share of beneficial interest represents an equal proportionate interest in the assets and liabilities of the applicable Series and has the same voting and other rights and preferences as the other class of that Series, except that only shares of the UBS Investment Funds class may vote on any matter affecting only the UBS Investment Plan under Rule 12b-1. Similarly, only shares of the Brinson Fund-Class N may vote on matters that affect only the Class N Plan. No class may vote on matters that affect only another class. Under Delaware law, the Trust does not normally hold annual meetings of shareholders. Shareholders' meetings may be held from time to time to consider certain matters including changes to a Series' fundamental investment objective and fundamental investment policies, changes to the Trust's investment advisory agreement and the election of Trustees when required by the Act. When matters are submitted to shareholders for a vote, shareholders are entitled to one vote per share with proportionate voting 35 for fractional shares. The shares of the Series do not have cumulative voting rights or any preemptive or conversion rights, and the Trustees have authority from time to time to divide or combine the shares of the Series into a greater or lesser number of shares so affected. In the case of a liquidation of a Series, each shareholder of the Series will be entitled to share, based upon the shareholder's percentage share ownership, in the distribution out of assets, net of liabilities, of the Series. No shareholder is liable for further calls or assessment by the Series. On any matters affecting only one Series or class, only the shareholders of that Series or class are entitled to vote. On matters relating to the Trust but affecting the Series differently, separate votes by the Series or class are required. With respect to the submission to shareholder vote of a matter requiring separate voting by a Series or class, the matter shall have been effectively acted upon with respect to any Series or class if a majority of the outstanding voting securities of that Series or class votes for the approval of the matter, notwithstanding that: (1) the matter has not been approved by a majority of the outstanding voting securities of any other Series or class; and (2) the matter has not been approved by a majority of the outstanding voting securities of the Trust. PURCHASES Shares of each class of each Series are sold at the net asset value next determined after the receipt of a purchase application in proper form by the transfer agent. The minimum for initial investments with respect to the Brinson Fund-Class I for each Series is $1,000,000; subsequent investment minimums are $2,500. The minimum for initial investments with respect to the UBS Investment Funds class of shares for each Series is $1,000; subsequent investment minimums are $50. The minimum for initial investment with respect to the Brinson Fund- Class N for each Series is $1,000,000. A more detailed description of methods of purchase is included in the Prospectuses. Certificates representing shares purchased are not issued. However, such purchases are confirmed to the investor and credited to the shareholder's account on the books maintained by the Trust's transfer agent. The investor will have the same rights of ownership with respect to such shares as if certificates had been issued. EXCHANGES OF SHARES - ------------------- Shares of one class of a Series may only be exchanged for the same class of another Series of the Trust. Exchanges will not be permitted between the different classes. Each qualifying exchange will be made on the basis of the relative net asset values per share of both the Series from which, and the Series into which, the exchange is made, that is next computed following receipt of the exchange order in proper form by the Trust's transfer agent. Exchanges may be made by telephone if the shareholder's Account Application Form includes specific authorization for telephone exchanges. The telephone exchange privilege may be difficult to implement during times of drastic economic or market changes. The transactions described above will result in a taxable gain or loss for federal income tax purposes. Generally, any such taxable gain or loss will be a capital gain or loss (long-term or short-term, depending on the holding period of the shares) in the amount of the difference between the net asset value of the shares surrendered and the shareholder's tax basis for those shares. Each investor should consult his or her tax adviser regarding the tax consequences of an exchange transaction. Any shareholder who wishes to make an exchange should first obtain and review the Prospectus of the Series to be acquired in the exchange. Requests for telephone exchanges must be received prior to the close of regular trading on the New York Stock Exchange ("NYSE") on any day on which the NYSE is open for regular trading. At the discretion of the Trust, this exchange privilege may be terminated or modified at any time for any of the participating Series upon 60 days' prior written notice to shareholders. Contact the transfer agent for details about a particular exchange. NET ASSET VALUE - --------------- The net asset value per share is calculated separately for each class of each Series. The net asset value per share of a Series is computed by dividing the value of the assets of the Series, less its liabilities, by the number of shares of the Series outstanding. 36 Each class of a Series will bear pro rata all of the common expenses of that Series. The net asset values of all outstanding shares of each class of a Series will be computed on a pro rata basis for each outstanding share based on the proportionate participation in the Series represented by the value of shares of that Series. All income earned and expenses incurred by a 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 such shares of such classes, except that none of the shares of a class will incur any of the expenses under the 12b-1 plan of another class. Portfolio securities are valued and net asset value per share is determined as of the close of regular trading on the NYSE which currently is 4:00 p.m. Eastern time on each day the NYSE is open for trading. The Series of the Trust reserve the right to change the time at which purchases, redemptions or exchanges are priced if the NYSE closes at a time other than 4:00 p.m. Eastern time or if an emergency exists. The NYSE is open for trading on every day except Saturdays, Sundays and the following holidays: New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day (day observed), Independence Day, Labor Day, Thanksgiving Day and Christmas Day and on the preceding Friday or subsequent Monday when any of these holidays falls on a Saturday or Sunday, respectively. Portfolio securities listed on a national or foreign securities exchange are valued on the basis of the last sale on the date the valuation is made. Securities that are not traded on a particular day or an exchange, are valued at either (a) the bid price or (b) a valuation within the range considered best to represent value in the circumstances. Price information on listed securities is generally taken from the closing price on the exchange where the security is primarily traded. Other portfolio securities which are traded in the over-the- counter market are valued at the bid price as long as the bid price, in the opinion of the Advisor, continues to reflect the value of the security. Valuations of fixed income and equity securities may be obtained from a pricing service and/or broker-dealers when such prices are believed to reflect the fair value of such securities. Use of a pricing service and/or broker-dealers has been approved by the Board of Trustees. Futures contracts are valued at their daily quoted settlement price on the exchange on which they are traded. Forward foreign currency contracts are valued daily using the mean between the bid and asked forward points added to the current exchange rate and an unrealized gain or loss is recorded. A Series realizes a gain or loss upon settlement of the contracts. Swaps will be priced at fair value based on (1) swap prices provided by broker-dealers; (2) values, or estimates of values, of the applicable equity indices and foreign rates underlying the contracts; and (3) consideration of other relevant factors. A Series' obligation under a swap agreement will be accrued daily (offset by any amounts owing to the portfolio) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of Segregated Assets. For valuation purposes, foreign securities initially expressed in foreign currency values will be converted into U.S. dollar values using WM/Reuters closing spot rates as of 4:00 p.m. London time. Securities with a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Fixed income securities having a remaining maturity of over 60 days are valued at market price. Debt securities are valued on the basis of prices provided by a pricing service, or at the bid price where readily available, as long as the bid price, in the opinion of the Advisor, continues to reflect the value of the security. Redeemable securities issued by open-end investment companies are valued using their respective net asset values for purchase orders placed at the close of the NYSE. Securities (including over-the-counter options) for which market quotations are not readily available and other assets are valued at their fair value as determined in good faith by or under the direction of the Trustees. Because of time zone differences, foreign exchanges and securities markets will usually be closed prior to the time of the closing of the NYSE and values of foreign futures and options and foreign securities will be determined as of the earlier closing of such exchanges and securities markets. However, events affecting the values of such foreign securities may occasionally occur between the earlier closings of such exchanges and securities markets and the closing of the NYSE which will not be reflected in the computation of the net asset value of a Series. If an event materially affecting the value of such foreign securities occurs during such period, then such securities will be valued at fair value as determined in good faith by or under the direction of the Board of Trustees. Where a foreign securities market remains open at the time that a Series values its portfolio securities, or closing prices of securities from that market may not be retrieved because of local time differences or other difficulties in obtaining such prices at that time, last sale prices in such market at a point in time most practicable to timely valuation of the Series may be used. REDEMPTIONS Under normal circumstances shareholders may redeem their shares at any time without a fee. The redemption price will be based upon the net asset value per share next determined after receipt of the redemption request, provided it has been submitted in the manner described below. The redemption price may be more or less than the original cost, depending upon the net asset value per share at the time of redemption. Payment for shares tendered for redemption is made by check within five business days after tender in proper form, except that the Trust reserves the right to suspend the right of redemption, or to postpone the date of payment upon redemption beyond five business days, (i) for any period during which the NYSE is closed (other than customary weekend and holiday closings) or during which trading on the NYSE is restricted, (ii) for any period during which an emergency exists as determined by the SEC as a result of which disposal of securities owned by a Series is not reasonably practicable or it is not reasonably practicable for the Series fairly to determine the value of its net assets, or 37 (iii) for such other periods as the SEC may by order permit for the protection of shareholders of the Series. Under unusual circumstances, when the Board of Trustees deems it in the best interest of the Series' shareholders, the Trust may make payment for shares repurchased or redeemed in whole or in part in securities of the Series taken at current values. With respect to such redemptions in kind, the Trust has made an election pursuant to Rule 18f-1 under the Act. This will require the Trust to redeem in cash at a shareholder's election in any case where the redemption involves less than $250,000 (or 1% of the Series' net asset value at the beginning of each 90 day period during which such redemptions are in effect, if that amount is less than $250,000), during any 90-day period for any one shareholder. Should payment be made in securities, the redeeming shareholder may incur brokerage costs in converting such securities to cash. TAXATION - -------- Each of the Series has qualified, and intends to continue to qualify each year, as a regulated investment company under Subchapter M of the Code. In order to so qualify, a mutual fund must, among other things, (i) derive at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale of securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; (ii) distribute at least 90% of its dividend, interest and certain other taxable income each year; and (iii) at the end of each fiscal quarter maintain at least 50% of the value of its total assets in cash, government securities, securities of other regulated investment companies and other securities of issuers which represent, with respect to each issuer, no more than 5% of the value of a fund's total assets and 10% of the outstanding voting securities of such issuer, and with no more than 25% of its assets invested in the securities (other than those of the government or other regulated investment companies) of any one issuer or of two or more issuers which the fund controls and which are engaged in the same, similar or related trades and businesses. To the extent each of the Series qualifies for treatment as a regulated investment company, it will not be subject to federal income tax on income and net capital gains paid to shareholders in the form of dividends or capital gains distributions. An excise tax at the rate of 4% will be imposed on the excess, if any, of each Series' "required distributions" over actual distributions in any calendar year. Generally, the "required distribution" is 98% of a Series' ordinary income for the calendar year plus 98% of its capital gain net income recognized during the one-year period ending on October 31 plus undistributed amounts from prior years. The Series intend to make distributions sufficient to avoid imposition of the excise tax. Distributions declared by the Series during October, November or December to shareholders of record during such month and paid by January 31 of the following year will be taxable to shareholders in the calendar year in which they are declared, rather than the calendar year in which they are received. Gains or losses attributable to fluctuations in exchange rates which occur between the time a Series accrues interest or other receivables or accrues expenses or liabilities denominated in a foreign currency and the time the Series actually collects such receivables, or pays such liabilities, are generally treated as ordinary income or loss. Similarly, a portion of the gains or losses realized on disposition of debt securities denominated in a foreign currency may also be treated as ordinary gain or loss. These gains, referred to under the Code as "Section 988" gains or losses, may increase or decrease the amount of a Series' investment company taxable income to be distributed to its shareholders, rather than increasing or decreasing the amount of the Series' capital gains or losses. When a Series writes a call, or purchases a put option, an amount equal to the premium received or paid by it is included in the Series' assets and liabilities as an asset and as an equivalent liability. In writing a call, the amount of the liability is subsequently "marked-to- market" to reflect the current market value of the option written. The current market value of a written option is the last sale price on the principal Exchange on which such option is traded or, in the absence of a sale, the mean between the last bid and asked prices. If an option which a Series has written expires on its stipulated expiration date, the Series recognizes a short-term capital gain. If a Series enters into a closing purchase transaction with respect to an option which the Series has written, the Series realizes a short- term gain (or loss if the cost of the closing transaction exceeds the premium received when the option was sold) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. If a call option which a Series has written is exercised, the Series realizes a capital gain or loss from the 38 sale of the underlying security and the proceeds from such sale are increased by the premium originally received. The premium paid by a Series for the purchase of a put option is recorded in the Series' assets and liabilities as an investment and subsequently adjusted daily to the current market value of the option. For example, if the current market value of the option exceeds the premium paid, the excess would be unrealized appreciation and, conversely, if the premium exceeds the current market value, such excess would be unrealized depreciation. The current market value of a purchased option is the last sale price on the principal Exchange on which such option is traded or, in the absence of a sale, the mean between the last bid and asked prices. If an option which a Series has purchased expires on the stipulated expiration date, the Series realizes a short-term or long-term capital loss for Federal income tax purposes in the amount of the cost of the option. If a Series exercises a put option, it realizes a capital gain or loss (long-term or short-term, depending on the holding period of the underlying security) from the sale which will be decreased by the premium originally paid. Accounting for options on certain stock indices will be in accordance with generally accepted accounting principles. The amount of any realized gain or loss on closing out such a position will result in a realized gain or loss for tax purposes. Such options held by a Series at the end of each fiscal year on a broad-based stock index will be required to be "marked-to-market" for Federal income tax purposes. Sixty percent of any net gain or loss recognized on such deemed sales or on any actual sales will be treated as long-term capital gain or loss and the remainder will be treated as short-term capital gain or loss. Certain options, futures contracts and options on futures contracts utilized by the Series are "Section 1256 contracts." Any gains or losses on Section 1256 contracts held by a Series at the end of each taxable year (and on October 31 of each year for purposes of the 4% excise tax) are "marked-to-market" with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as a 60/40 gain or loss. If there is a constructive sale for federal income tax purposes (e.g., short sale against the box) of an appreciated financial position, a taxpayer must recognize gain as if such position were sold, assigned, or otherwise terminated at its fair market value as of the date of the constructive sale and immediately repurchased. Shareholders will be subject to federal income taxes on distributions made by the Series whether received in cash or additional shares of the Series. Distributions of net investment income and net short-term capital gains, if any, will be taxable to shareholders as ordinary income. Distributions of net long-term capital gains, if any, will be taxable to shareholders as long- term capital gains, without regard to how long a shareholder has held shares of the Series. A loss on the sale of shares held for six months or less will be treated as a long-term capital loss to the extent of any long-term capital gain dividend paid to the shareholder with respect to such shares. Dividends eligible for designation under the dividends received deduction and paid by a Series may qualify in part for the 70% dividends received deduction for corporations provided, however, in respect of any dividend, that those shares have been held for at least 46 days during the 90-day period that begins 45 days before the stock becomes ex-dividend with respect to such dividend. The Series will notify shareholders each year of the amount of dividends and distributions, including the amount of any distribution of long-term capital gains and the portion of its dividends which may qualify for the 70% deduction. Each class of shares of a Series will share proportionately in the investment income and expenses of that Series, except that the respective UBS Investments Funds class and Brinson Fund-Class N for each Series will incur distribution fees under their respective 12b-1 plans. It is expected that certain dividends and interest received by the Global Funds and the Non-U.S. Equity Fund will be subject to foreign withholding taxes. If more than 50% in value of the total assets of a fund at the close of any taxable year consists of stocks or securities of foreign corporations, such fund may elect to treat any foreign taxes paid by it as if paid by its shareholders. These Series will notify shareholders in writing each year whether it has made the election and the amount of foreign taxes it has elected to have treated as paid by the shareholders. If a Series makes the election, its shareholders will be required to include in gross income their proportionate share of the amount of foreign taxes paid by the Series and will be entitled to claim either a credit or deduction for their share of the taxes in computing their U.S. federal income tax subject to certain limitations. No deduction for foreign taxes may be claimed by shareholders who do not itemize deductions. Generally, a credit for foreign taxes is subject to the limitation that it may not exceed the shareholder's U.S. tax attributable to his or her total foreign source taxable income. For this purpose, the source of each Series' income flows through to its shareholders. Gains from the sale of securities will be treated as derived from U.S. sources and certain currency fluctuation gains, including 39 fluctuation gains from foreign currency denominated debt securities, receivables and payables, will be treated income derived from U.S. sources. The limitation on the foreign tax credit is applied separately to foreign source passive income (as defined for purposes of foreign tax credit), such as foreign source passive income received from the respective Series. Because of changes made by the Code, shareholders may be unable to claim a credit for the full amount of their proportionate share of the foreign taxes paid by the Series. Beginning in 1998, an individual with $300 or less ($600 or less for joint filers) of foreign tax credits is generally exempt from the foreign tax credit limitation and likely will not have to file Form 1116 in order to claim a foreign tax credit. 40 The foregoing is a general and abbreviated summary of the applicable provisions of the Code and Treasury Regulations currently in effect. For the complete provisions, reference should be made to the pertinent Code sections and Regulations. The Code and Regulations are subject to change by legislative or administrative action at any time and retroactively. Dividends and distributions also may be subject to state and local taxes. Shareholders are urged to consult their tax advisers regarding specific questions as to federal, state and local taxes as well as the application of the foreign tax credit. The foregoing discussion relates solely to U.S. federal income tax law. Non-U.S. investors should consult their tax advisers concerning the tax consequences of ownership of shares of the Series, including the possibility that distributions may be subject to a 30% U.S. withholding tax (or a reduced rate of withholding provided by treaty). PERFORMANCE CALCULATIONS Performance information for the UBS Investment Funds class of shares, Brinson Fund-Class N and Brinson Fund-Class I shares of each Series will vary due to the effect of expense ratios on the performance calculations. TOTAL RETURN - ------------ Current yield and total return quotations used by the Series (and classes of shares) are based on standardized methods of computing performance mandated by rules adopted by the SEC. As the following formula indicates, the average annual total return is determined by multiplying a hypothetical initial purchase order of $1,000 by the average annual compound rate of return (including capital appreciation/depreciation and dividends and distributions paid and reinvested) for the stated period less any fees charged to all shareholder accounts and annualizing the result. The calculation assumes that all dividends and distributions are reinvested at the net asset value on the reinvestment dates during the period. The quotation assumes the account was completely redeemed at the end of each period and deduction of all applicable charges and fees. According to the SEC formula: P(1+T)/n/=ERV where: P = a hypothetical initial payment of $1,000, T = average annual total return, n = number of years, ERV = ending redeemable value of a hypothetical $1,000 payment made at the beginning of the 1, 5 or 10 year periods at the end of the 1, 5 or 10 year periods (or fractional portion thereof). Based upon the foregoing calculations, the average annual total return for the Brinson Fund-Class I (previously Brinson Fund Class) shares of: (i) the Global Fund, for the one- and three-year periods ended June 30, 1998 and the periods August 31, 1992 (commencement of operations) through June 30, 1998 was 8.28%, 14.38% and 11.44%, respectively; (ii) the Global Equity Fund, for the one- and three-year periods ended June 30, 1998 and the period January 28, 1994 (commencement of operations) through June 30, 1998 was 8.99%, 18.41%, and 12.45%, respectively; (iii) the Global Bond Fund, for the one- and three-year periods ended June 30, 1998 and the period July 30, 1993 (commencement of operations) through June 30, 1998 was 2.69%, 7.23% and 6.49%, respectively; (iv) the U.S. Balanced Fund, for the one-year period ended June 30, 1998 and the period December 30, 1994 (commencement of operations) through June 30, 1998 was 12.19%, 13.72%, and 15.90%, respectively; (v) the U.S. Equity Fund, for the one- and three-year periods ended June 30, 1998 and the period February 22, 1994 (commencement of operations) through June 30, 1998 was 21.48%, 27.86% and 23.11%, respectively; (vi) the U.S. Large Capitalization Equity Fund, for the period April 6, 1998 (commencement of operations) through June 30, 1998 was (1.83)%. (vii) the U.S. Bond Fund, for the one-year period ended June 30, 1998 and the period August 31, 1995 (commencement of operations) through June 30, 1998 was 10.60% and 7.99%, respectively; and (viii) the Non-U.S. Equity Fund, for the one- and three-year periods ended June 30, 1998 and the period August 31, 1993 (commencement of operations) through June 30, 1998 was 4.78%, 15.91% and 9.03%, respectively. Based upon the foregoing calculations, the average annual total return for the UBS Investment Funds class of shares of: (i) the Global Fund, for the one-year period ended June 30, 1998 and the period July 31, 1995 (commencement of operations) through June 30, 1998 was 7.60% and 13.30%, respectively; (ii) the Global Equity Fund, for the one-year period ended June 30, 1998 and the period July 31, 1995 (commencement of operations) through June 30, 1998 was 8.15% and 16.26%, respectively; (iii) the Global Bond Fund, for the one-year period ended June 30, 1998 and the period July 31, 1995 (commencement of operations) through June 30, 1998 was 2.28% and 6.36%, respectively; 41 (iv) the U.S. Balanced Fund, for the one-year period ended June 30, 1998 and the period July 31, 1995 (commencement of operations) through June 30, 1998 was 11.79% and 13.15%, respectively; (v) the U.S. Equity Fund, for the one-year period ended June 30, 1998 and the period July 31, 1995 (commencement of operations) through June 30, 1998 was 20.80% and 26.66%, respectively; (vi) the U.S. Large Capitalization Equity Fund, for the period April 6, 1998 (commencement of operations) through June 30, 1998 was (2.06)%; (vii) the U.S. Bond Fund, for the one-year period ended June 30, 1998 and the period August 31, 1995 (commencement of operations) through June 30, 1998 was 9.97% and 7.43%, respectively; and (viii) the Non-U.S. Equity Fund, for the one-year period ended June 30, 1998 and the period July 31, 1995 (commencement of operations) through June 30, 1998 was 3.90% and 13.19%, respectively. Based on the foregoing calculations, the average annual total return for the Brinson Fund-Class N shares of: (i) the Global Fund, for the period June 30, 1997 (commencement of operations) through June 30, 1998 was 7.90%; (ii) the Global Equity Fund, for the period June 30, 1997 (commencement of operations) through June 30, 1998 was 8.60%; (iii) the Global Bond Fund, for the period June 30, 1997 (commencement of operations) through June 30, 1998 was 2.37%; (iv) the U.S. Balanced Fund, for the period June 30, 1997 (commencement of operations) through June 30, 1998 was 12.15%; (v) the U.S. Equity Fund, for the period June 30, 1997 (commencement of operations) through June 30, 1998 was 21.10%; (vi) the U.S. Large Capitalization Equity Fund, for the period April 6, 1998 (commencement of operations) through June 30, 1998 was (2.02)%; (vii) the U.S. Bond Fund, for the period June 30, 1997 (commencement of operations) through June 30, 1998 was 10.30%; and (viii) the Non-U.S. Equity Fund, for the period June 30, 1997 (commencement of operations) through June 30, 1998 was 4.51%. YIELD - ----- As indicated below, current yield is determined by dividing the net investment income per share earned during the period by the maximum offering price per share on the last day of the period and annualizing the result. Expenses accrued for the period include any fees charged to all shareholders during the 30-day base periods. According to the SEC formula: Yield = 2[(a-b + 1)/6/ - 1] ------------------- cd where: a = dividends and interest earned during the period. b = expenses accrued for the period (net of reimbursements). c = the average daily number of shares outstanding during the period that were entitled to receive dividends. d = the maximum offering price per share on the last day of the period. The yield of a Series may be calculated by dividing the net investment income per share earned by the particular Series during a 30-day (or one month) period by the net asset value per share on the last day of the period and annualizing the result on a semi-annual basis. A Series' net investment income per share earned during the period is based on the average daily number of shares outstanding during the period entitled to receive dividends and includes dividends and interest earned during the period minus expenses accrued for the period, net of reimbursements. FINANCIAL STATEMENTS The Series' Financial Statements for the fiscal year ended June 30, 1998 and the Reports of Independent Auditors thereon, which are contained in the Series' Annual Reports dated June 30, 1998, are incorporated herein by reference. 43 CORPORATE DEBT RATINGS APPENDIX A Moody's Investors Service, Inc. describes classifications of corporate bonds as follows: Aaa - Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt-edged". Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa - Bonds which are rated Aa are judged to be of high-quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. A - Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future. Baa - Bonds which are rated Baa are considered as medium-grade obligations, (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba - Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B - Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Caa - Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest. Ca - Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C - Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing. Moody's also supplies numerical indicators 1, 2, and 3 to rating categories. The modifier 1 indicates the security is in the higher end of its rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking toward the lower end of the category. Standard & Poor's Ratings Group describes classifications of corporate bonds as follows: AAA - This is the highest rating assigned by Standard & Poor's Ratings Group to a debt obligation and indicates an extremely strong capacity to pay principal and interest. AA - Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong and in the majority of instances they differ from the AAA issues only in small degree. A - Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions. BBB - Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category. BB - Debt rated BB has less near-term vulnerability to default than other speculative grade debt. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lend to inadequate capacity to meet timely interest and principal payments. B - Debt rated B has a greater vulnerability to default but presently has the capacity to meet interest payments and principal repayments. Adverse business, financial or economic conditions would likely impair capacity or willingness to pay interest and repay principal. CCC - Debt rated CCC has a current identifiable vulnerability to default, and is dependent upon favorable business, financial and economic conditions to meet timely payments of interest and repayment of principal. In the event of adverse business, financial or economic conditions, it is not likely to have the capacity to pay interest or repay principal. CC - The rating CC is typically applied to debt subordinated to senior debt which is assigned an actual or implied CCC rating. C - The rating C is typically applied to debt subordinated to senior debt which is assigned an actual or implied CCC rating. CI - The rating CI is reserved for income bonds on which no interest is being paid. D - Debt rated D is in default, or is expected to default upon maturity or payment date. Plus (+) or minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. 44 THE BRINSON FUNDS FORM N-1A PART C. OTHER INFORMATION ITEM 22. FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (a) Financial Statements. Included in Part A: Financial Highlights for the year ended June 30, 1998 and previous years. BRINSON GLOBAL FUND--CLASS I, BRINSON GLOBAL EQUITY FUND--CLASS I, BRINSON GLOBAL BOND FUND--CLASS I, BRINSON U.S. EQUITY FUND-- CLASS I, BRINSON U.S. LARGE CAPITALIZATION EQUITY FUND--CLASS I, BRINSON U.S. BALANCED FUND--CLASS I, BRINSON U.S. BOND FUND-- CLASS I, AND BRINSON NON-U.S. EQUITY FUND--CLASS I. UBS INVESTMENT FUND--GLOBAL (F/K/A SWISSKEY GLOBAL FUND), UBS INVESTMENT FUND--GLOBAL EQUITY (F/K/A SWISSKEY GLOBAL EQUITY FUND), UBS INVESTMENT FUND--GLOBAL BOND (F/K/A SWISSKEY GLOBAL BOND FUND), UBS INVESTMENT FUND--U.S. BALANCED (F/K/A SWISSKEY U.S. BALANCED FUND), UBS INVESTMENT FUND--U.S. EQUITY (F/K/A SWISSKEY U.S. EQUITY FUND), UBS INVESTMENT FUND--U.S. LARGE CAPITALIZATION EQUITY (F/K/A SWISSKEY U.S. LARGE CAPITALIZATION EQUITY FUND), UBS INVESTMENT FUND--U.S. BOND (F/K/A SWISSKEY U.S. BOND FUND) AND UBS INVESTMENT FUND--NON-U.S. EQUITY (F/K/A SWISSKEY NON-U.S. EQUITY FUND). BRINSON GLOBAL FUND--CLASS N, BRINSON GLOBAL EQUITY FUND--CLASS N, BRINSON GLOBAL BOND FUND--CLASS N, BRINSON U.S. BALANCED FUND--CLASS N, BRINSON U.S. EQUITY FUND--CLASS N, BRINSON U.S. LARGE CAPITALIZATION EQUITY FUND--CLASS N, BRINSON U.S. BOND FUND--CLASS N AND BRINSON NON-U.S. EQUITY FUND--CLASS N.* * The Brinson Fund-Class N Shares commenced operations on June 30, 1997. Included in Part B: GLOBAL FUND ----------- (1) Report of Independent Auditors/1/; (2) Schedule of Investments as of June 30, 1998 (audited)/1/; (3) Statement of Assets and Liabilities at June 30, 1998 (audited)/1/; (4) Statement of Operations for the year ended June 30, 1998 (audited)/1/; (5) Statements of Changes in Net Assets for the two years ended June 30, 1998, and June 30, 1997 (audited)/1/; (6) Financial Highlights for the Brinson Fund--Class I Shares for the five years ended June 30, 1998, June 30, 1997, June 30, 1996, June 30, 1995 and June 30, 1994, and for the period August 31, 1992 (commencement of operations) to June 30, 1993 (audited)/1/; and for the Brinson Fund--Class N Shares for the year ended June 30, 1998 (audited)/1/; and for the SwissKey Fund Class Shares for the two years ended June 30, 1998 and June 30, 1997 and for the period July 31, 1995 (commencement of operations) to June 30, 1996 (audited)/1/; (7) Notes to Financial Statements dated June 30, 1998 (audited)/1/. GLOBAL EQUITY FUND ------------------- (1) Report of Independent Auditors/1/; (2) Schedule of Investments as of June 30, 1998 (audited)/1/; (3) Statement of Assets and Liabilities at June 30, 1998 (audited)/1/; (4) Statement of Operations for the year ended June 30, 1998 (audited)/1/; 1 (5) Statements of Changes in Net Assets for the two years ended June 30, 1998, and June 30, 1997 (audited)/1/; (6) Financial Highlights for the Brinson Fund--Class I Shares for the four years ended June 30, 1998, June 30, 1997, June 30, 1996 and June 30, 1995 and for the period January 28, 1994 (commencement of operations) to June 30, 1994 (audited)/1/; and for the Brinson Fund--Class N Shares for the year ended June 30, 1998 (audited)/1/; and for the SwissKey Fund Class Shares for the two years ended June 30, 1998 and June 30, 1997 and for the period July 31, 1995 (commencement of operations) to June 30, 1996 (audited)/1/; (7) Notes to Financial Statements dated June 30, 1998 (audited)/1/. GLOBAL BOND FUND ----------------- (1) Report of Independent Auditors/1/; (2) Schedule of Investments as of June 30, 1998 (audited)/1/; (3) Statement of Assets and Liabilities at June 30, 1998 (audited)/1/; (4) Statement of Operations for the year ended June 30, 1998 (audited)/1/; (5) Statements of Changes in Net Assets for the two years ended June 30, 1998 and June 30, 1997 (audited)/1/; (6) Financial Highlights for the Brinson Fund--Class I shares for the four years ended June 30, 1998, June 30, 1997, June 30, 1996 and June 30, 1995 and for the period July 30, 1993 (commencement of operations) to June 30, 1994 (audited)/1/; and for the Brinson Fund--Class N Shares for the year ended June 30, 1998 (audited)/1/; and for the SwissKey Fund Class Shares for the two years ended June 30, 1998, June 30, 1997 and for the period July 31, 1995 (commencement of operations) to June 30, 1996 (audited)/1/ ; (7) Notes to Financial Statements dated June 30, 1998 (audited)/1/. U.S. BALANCED FUND ------------------- (1) Report of Independent Auditors/1/; (2) Schedule of Investments as of June 30, 1998 (audited)/1/; (3) Statement of Assets and Liabilities at June 30, 1998 (audited)/1/; (4) Statement of Operations for the year ended June 30, 1998 (audited)/1/; (5) Statement of Changes in Net Assets for the two years ended June 30, 1998 and June 30, 1997 (audited)/1/; (6) Financial Highlights for the Brinson Fund--Class I Shares for three years ended June 30, 1998, June 30, 1997 and June 30, 1996, and for the period December 30, 1994 (commencement of operations) to June 30, 1995 (audited)/1/; and for the Brinson Fund--Class N Shares for the year ended June 30, 1998, (audited)/1/; and for the SwissKey Fund Class Shares for the two years ended June 30, 1998, June 30, 1997 and for the period July 31, 1995 to June 30, 1996 (audited)/1/; (7) Notes to Financial Statements dated June 30, 1998 (audited)/1/. U.S. EQUITY FUND ----------------- (1) Report of Independent Auditors/1/; (2) Schedule of Investments as of June 30, 1998 (audited)/1/; (3) Statement of Assets and Liabilities at June 30, 1998 (audited)/1/; (4) Statement of Operations for the year ended June 30, 1998 (audited) /1/; (5) Statements of Changes in Net Assets for the two years ended June 30, 1998 and June 30, 1997 (audited)/1/; (6) Financial Highlights for the Brinson Fund--Class I Shares for the four years ended June 30, 1998, June 30, 1997, June 30, 1996 and June 30, 1995 and for the period February 22, 1994 (commencement of operations) to June 30, 1994 (audited)/1/; and for the Brinson Fund--Class N Shares for the year ended June 30, 1998 (audited)/1/; and for the SwissKey Fund Class Shares for two years ended June 30, 1998 and June 30, 1997 and for the period July 31, 1995 (commencement of operations) to June 30, 1996 (audited)/1/; (7) Notes to Financial Statements dated June 30, 1998 (audited)/1/. U.S. LARGE CAPITALIZATION EQUITY FUND ------------------------------------- (1) Report of Independent Accountants/1/; (2) Schedule of Investments as of June 30, 1998 (audited)/1/; (3) Statement of Assets and Liabilities at June 30, 1998 (audited)/1/; (4) Statement of Operations for the period April 6, 1998 (commencement of operations) to June 30, 1998 (audited)/1/; (5) Statement of Changes in Net Assets for the period April 6, 1998 (commencement of operations) to June 30, 1998 (audited)/1/; (6) Financial Highlights for the Brinson Fund--Class I Shares for the period April 6, 1998 (commencement of operations) to June 30, 1998 (audited)/1/; Brinson Fund--Class N Shares for the period April 6, 1998 (commencement of operations) to June 30, 1998 (audited)/1/; and for the SwissKey Fund Class Shares for the period April 6, 1998 (commencement of operations) to June 30, 1998 (audited)/1/; (7) Notes to Financial Statements dated June 30, 1998 (audited)/1/. U.S. BOND FUND --------------- (1) Report of Independent Auditors/1/; (2) Schedule of Investments as of June 30, 1998 (audited)/1/; (3) Statement of Assets and Liabilities at June 30, 1998 (audited)/1/; (4) Statement of Operations for the year ended June 30, 1998 (audited)/1/; (5) Statement of Changes in Net Assets for the two years ended June 30, 1998 and June 30, 1997 (audited)/1/; (6) Financial Highlights for Brinson Fund--Class I Shares for the two years ended June 30, 1998 and June 30, 1997 and for the period August 31, 1995 (commencement of operations) to June 30, 1996 (audited)/1/; and for the Brinson Fund--Class N Shares for the year ended June 30, 1998 (audited)/1/; and for the SwissKey Fund Class Shares for the two years ended June 30, 1998 and June 30, 1997 and for the period August 31, 1995 (commencement of operations) to June 30, 1996 (audited)/1/; (7) Notes to Financial Statements dated June 30, 1998 (audited)/1/. NON-U.S. EQUITY FUND --------------------- (1) Report of Independent Auditors/1/; (2) Schedule of Investments as of June 30, 1998 (audited)/1/; (3) Statement of Assets and Liabilities at June 30, 1998 (audited)/1/; (4) Statement of Operations for the year ended June 30, 1998 (audited)/1/; (5) Statements of Changes in Net Assets for the two years ended June 30, 1998 and June 30, 1997 (audited)/1/; (6) Financial Highlights for the Brinson Fund--Class I Shares for the four years, June 30, 1998, June 30, 1997, June 30, 1996, and June 30, 1995 and for the period August 31, 1993 (commencement of operations) to June 30, 1994 (audited)/1/; and for the Brinson Fund--Class N Shares for the year ended June 30, 1998 (audited)/1/; and for the SwissKey Fund Class Shares for the two years ended June 30, 1998 and June 30, 1997 and for the period July 31, 1995 (commencement of operations) to June 30, 1996 (audited)/1/; (7) Notes to Financial Statements dated June 30, 1998 (audited)/1/. /1/ Incorporated by reference to the Trust's Financial Statements in the Annual Report to Shareholders dated June 30, 1998 and filed electronically with the Securities and Exchange Commission (the "Commission") on September 9, 1998 (Accession No. 0000950131-98-005115). (b) Exhibits: Exhibits filed pursuant to Form N-1A: (a) Articles of Incorporation. (1) Certificate of Trust of the Registrant dated August 9, 1993, as filed with the Office of the Secretary of State of the State of Delaware on August 13, 1993, is filed electronically herewith as EX-99.a1. (2) Agreement and Declaration of Trust dated August 19, 1993, as amended through August 24, 1998, of the Registrant is filed electronically herewith as EX-99.a2. (3)(1) Certificates of the Secretary of the Registrant dated April 14, 1998 are filed electronically herewith as EX-99.a3. (2) Form of Certificate of the Secretary of Trust dated August 24, 1998 is filed electronically herewith as EX-99.a3. (b) By-Laws. By-Laws of The Brinson Funds dated August 9, 1993, are incorporated herein by reference to Exhibit 2 Post-Effective Amendment No. 17 to Registrant's Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637), as electronically filed with the Commission on August 29, 1996. (c) Instruments Defining the Rights of Security Holders. (1) Form of Specimen Share Certificate of The Brinson Funds is incorporated herein by reference to Post-Effective Amendment No. 9 to Registrant's Registration Statement (Nos. 33-47287, and 811-6637) as filed on July 21, 1994 and is filed electronically herewith as EX-99.c. (2) The rights of security holders of the Trust are further defined in the following sections of the Trust's By-Laws and Declaration: a. By-Laws. See Article II - "Meetings of Shareholders", Sections 3, 4, 5, 6 and 7. See Article IV - "Notices", Section 1. See Article VII - "Shares of Beneficial Interest," Section 1 b. Declaration. See Article III - "Shares", Sections 1, 2, 3, 4 and 5. See Article V - "Shareholders' Voting Powers and Meetings," Sections 1, 2, 3, 4 and 5. See Article VI - "Net Asset Value, Distributions, Redemptions," Sections 1, 2 and 3. (d) Investment Advisory Contracts. (1) Investment Advisory Agreement dated April 25, 1995 between Brinson Partners, Inc. and the Registrant on behalf of the Global Fund (f/k/a Brinson Global Fund) series, and Secretary's Certificate relating thereto, is filed electronically herewith as EX-99.d1. (2) Investment Advisory Agreement dated April 25, 1995 between Brinson Partners, Inc. and the Registrant on behalf of the Global Bond Fund (f/k/a Brinson Global Bond Fund) series, and Secretary's Certificate relating thereto, is filed electronically herewith as EX-99.d2. (3) Investment Advisory Agreement dated April 25, 1995 between Brinson Partners, Inc. and the Registrant on behalf of the Non-U.S. Equity Fund (f/k/a Brinson Non-U.S. Equity Fund) series, and Secretary's Certificate relating thereto, is filed electronically herewith as EX-99.d3. (4) Investment Advisory Agreement dated April 25, 1995 between Brinson Partners, Inc. and the Registrant on behalf of the Global Equity Fund (f/k/a Brinson Global Equity Fund) series, and Secretary's Certificate relating thereto, is filed electronically herewith as EX-99.d4. (5) Investment Advisory Agreement dated April 25, 1995 between Brinson Partners, Inc. and the Registrant on behalf of the U.S. Equity Fund (f/k/a Brinson U.S. Equity Fund) series, and Secretary's Certificate relating thereto, is filed electronically herewith as EX-99.d5. (6) Investment Advisory Agreement dated April 25, 1995 between Brinson Partners, Inc. and the Registrant on behalf of the U.S. Balanced Fund (f/k/a Brinson U.S. Balanced Fund) series, and Secretary's Certificate relating thereto, is filed electronically herewith as EX-99.d6. (7) Investment Advisory Agreement dated April 25, 1995 between Brinson Partners, Inc. and the Registrant on behalf of the U.S. Bond Fund (f/k/a Brinson U.S. Bond Fund) series, and Secretary's Certificate relating thereto, is filed electronically herewith as EX-99.d7. (8) Investment Advisory Agreement dated November 24, 1997 between Brinson Partners, Inc. and the Registrant on behalf of the U.S. Large Capitalization Equity Fund series is filed electronically herewith as EX-99.d8. (e) Underwriting Contracts Distribution Agreement dated February 24, 1997, as amended through August 24, 1998, between Funds Distributor, Inc. and the Registrant on behalf of each series is filed electronically herewith as EX-99.e. (f) Bonus or Profit Sharing Contracts. Not applicable. (g) Custodian Agreements. Custodial arrangements are provided under the Multiple Services Agreement dated May 9, 1997, as amended through January 23, 1998, between Morgan Stanley Trust Company and the Registrant on behalf of each series of the Registrant is filed electronically herewith as EX-99.g and amendments to Schedule B1 and Schedule F dated August 24, 1998 will be filed by amendment. (i) Legal Opinion (1) Not applicable. (j) Other Opinions and Consents. (1) Consent of Ernst & Young LLP, independent auditors to the Trust is filed electronically herewith as EX-99.j1. (k) Omitted Financial Statements. Not applicable. (l) Initial Capital Agreements. Letter of Understanding dated July 1, 1992, relating to initial capital is filed electronically herewith as EX-99.1. (m) Rule 12b-1 Plan. (1) Amended Distribution Plan dated February 21, 1995, as amended through August 24, 1998, relating to the UBS Investment Fund class of shares (f/k/a the SwissKey Fund Class) of each series of the Registrant is filed electronically herewith as EX-99.m1. (2) Distribution Plan dated June 30, 1997, as amended through August 24, 1998, relating to the Brinson Fund-Class N shares of each series of the Registrant is filed electronically herewith as EX-99.m2. (3) Selected Dealer and Selling Agreements as last approved on August 24, 1998 for the UBS Investment Fund class of shares (f/k/a SwissKey Fund Class) of each series of the Registrant are attached hereto as EX-99.m3. (4) The Selected Dealer Agreement as approved November 24, 1997 on behalf of each Series of The Brinson Funds is filed electronically herewith as EX-99.m4. (n) Financial Data Schedule. Financial Data Schedules dated June 30, 1998, relating to The Brinson Fund-Class I Shares, Brinson Fund-Class N Shares and SwissKey Fund Class Shares are filed electronically herewith as EX-99.27. (o) Rule 18f-3 Plan. Revised Multiple Class Plan dated May 19, 1997, as amended through August 24, 1998, pursuant to Rule 18f-3 on behalf of each series of the Registrant is filed electronically herewith as Ex-99.o. (p) Power of Attorney. (1) Power-of-Attorney appointing Karl Hartmann, Lloyd Lipsett, Kathleen O'Neill, Eddie Wang and Paul Roselli as attorneys-in- fact and agents is filed electronically herewith as EX-99.p. (2) Certificate of Secretary and resolution relating to the appointment of power of attorney is filed electronically herewith as EX-99.p2. ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT. -------------------------------------------------------------- None. ----- ITEM 25. INDEMNIFICATION. ---------------- Indemnification of the Registrant's Trustees is provided for in Article VII, Sections 2 and 3 of the Registrant's Agreement and Declaration of Trust dated August 9, 1993, as amended through August 24, 1998, as follows: Section 2. Indemnification and Limitation of Liability. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, Manager or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the Bylaws, the Trust out of its assets may indemnify and hold harmless each and every Trustee and officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee's performance of his or her duties as a Trustee or officer of the Trust; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or Surety. The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required. Section 4. Insurance. The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses, reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify him or her against such liability under the provisions of this Article. Additional provisions pertaining to indemnification and insurance are contained within Article VI-"Indemnification and Insurance," Sections 1, 2, 3, 4, 5, 6, 7, 9, and 10 of the Registrant's By-Laws, herein incorporated by reference to Exhibit 2 of Post-Effective Amendment No. 17 to Registrant's Registration Statement on Form N-1A (File Nos. 33- 47287 and 811-6637), as electronically filed with the Commission on August 29, 1996. Indemnification of Registrant's custodian, transfer agent, accounting services provider, administrator and distributor against certain stated liabilities is provided until May 9, 1997 under the following documents: (a) Section 12 of Accounting Services Agreement, between the Registrant and Fund/Plan Services, Inc., incorporated herein by reference to Post Effective No. 16 to Registrant's Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637), Exhibit 9(c) as filed electronically on February 15, 1996. (b) Section 8 of Administration Agreement between the Registrant and Fund/Plan Services, Inc., incorporated herein by reference to Post Effective No. 16 to Registrant's Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637), Exhibit 9(b) as filed electronically on February 15, 1996. (c) Section 14 of Custodian Agreement between the Registrant and Bankers Trust Company, incorporated herein by reference to Post Effective No. 13 to Registrant's Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637), Exhibit Nos. 8(a) and 8(b) as filed electronically on September 20, 1995. (d) Section 19 of Shareholder Services Agreement between Registrant and Fund/Plan Services, Inc., incorporated herein by reference to Post Effective No. 16 to Registrant's Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637), Exhibit 9(a) as filed electronically on February 15, 1996. (e) Section 8 of the Underwriting Agreement between Registrant and Fund/Plan Broker Services, Inc. are incorporated herein by reference to Post Effective No. 16 to Registrant's Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637), Exhibit No. (6) as filed electronically on February 15, 1996. Effective May 10, 1997, indemnification of Registrant's custodian, transfer agent, accounting services provider, administrator and distributor against certain stated liabilities is provided for in the following documents: (a) Sections I.8(a), I.8(c)(iii), I.10, II.A.2, II.B.5, II.C.6, III.1., III.2.(b) through III.2.(e), III.4.(e) and III.9.(b) of the Multiple Services Agreement dated May 9, 1997, as amended through January 23, 1998, between Morgan Stanley Trust Company and the Registrant on behalf of each of the series of the Registrant is filed electronically herewith as EX-99.g. Effective February 24, 1997, indemnification of Registrant's distributor against certain stated liabilities is provided for in the following document: (b) Section 1.10 of the Distribution Agreement between Funds Distributor, Inc. and the Registrant on behalf of each series of the Registrant dated February 24, 1997, as amended through August 24, 1998, is filed electronically herewith as EX-99.e. ITEM 26. BUSINESS AND OTHER CONNECTIONS OF ADVISOR. ------------------------------------------ Brinson Partners, Inc. provides investment advisory services consisting of portfolio management for a variety of individuals and institutions and as of June 30, 1998 had over $286 billion in assets under management. It presently acts as investment advisor to nine other investment companies, Brinson Relationship Funds, which includes seventeen investment portfolios (series); Enterprise Accumulation Trust - International Growth Portfolio; Enterprise Group of Funds, Inc. - International Growth Portfolio; Fort Dearborn Income Securities, Inc.; The Hirtle Callaghan International Trust - International Equity Portfolio; John Hancock Variable Annuity Series Trust I - International Balanced Fund; Managed Accounts Services Portfolio Trust - Pace Large Company Value Equity Investments; AON Funds - International Equity Fund and The Republic Funds - Republic Equity Fund. For information as to any other business, vocation or employment of a substantial nature in which each Trustee or officer of the Registrant's investment advisor is or has been engaged for his own account or in the capacity of Trustee, officer, employee, partner or trustee, reference is made to the Form ADV (File #801-34910) filed by it under the Investment Advisers Act of 1940, as amended. ITEM 27. PRINCIPAL UNDERWRITER. ---------------------- (a) Funds Distributor, Inc. (the "Distributor") acts as principal underwriter for the following investment companies. American Century California Tax-Free and Municipal Funds American Century Capital Portfolios, Inc. American Century Government Income trust American Century International Bond Funds American Century Investment Trust American Century Municipal Trust American Century Mutual Funds, Inc. American Century Premium Reserves, Inc. American Century Quantitative Equity Funds American Century Strategic Asset Allocations, Inc. American Century Target Maturities Trust American Century Variable Portfolios, Inc. American Century World Mutual Funds, Inc. BJB Investment Funds The Brinson Funds Dresdner RCM Capital Funds, Inc. Dresdner RCM Equity Funds, Inc. Founders Funds, Inc. Harris Insight Funds Trust HT Insight Funds, Inc. d/b/a Harris Insight Funds J.P. Morgan Institutional Funds J.P. Morgan Funds JPM Series Trust JPM Series Trust II LaSalle Partners Funds, Inc. Merrimac Series Monetta Funds, Inc. Monetta Trust The Montgomery Funds I The Montgomery Funds II The Munder Framlington Funds Trust The Munder Funds Trust The Munder Funds, Inc. National Investors Cash Management Fund, Inc. Orbitex Groups of Funds SG Cowen Funds, Inc. SG Cowen Income + Growth Fund, Inc. SG Cowen Standby Reserve Fund, Inc. SG Cowen Standby Tax-Exempt Reserve Fund, Inc. SG Cowen Series Funds, Inc. St. Clair Funds, Inc. The Skyline Funds Waterhouse Investors Family of Funds, Inc. WEBS Index Fund, Inc. Funds Distributor is registered with the Commission as a broker-dealer and is a member of the National Association of Securities Dealers. Funds Distributor is located at 60 State Street, Suite 1300, Boston, Massachusetts 02109. Funds Distributor is an indirect wholly-owned subsidiary of Boston Institutional Group, Inc., a holding company, all of whose outstanding shares are owned by key employees. (b) The following is a list of the executive officers, directors and partners of Funds Distributor, Inc.
Director, President and -Marie E. Connolly Chief Executive Officer Executive Vice President -George A. Rio Executive Vice President -Donald R. Roberson Executive Vice President -William S. Nichols Senior Vice President, -Margaret W. Chambers General Counsel, Chief Compliance Officer, Secretary and Clerk Senior Vice President -Michael S. Petrucelli Director, Senior Vice -Joseph F. Tower, III President, Treasurer and Chief Financial Officer Senior Vice President -Paula R. David Senior Vice President -Allen B. Closser Senior Vice President -Bernard A. Whalen Chairman and Director -William J. Nutt
(c) Inapplicable. ITEM 28. LOCATION OF ACCOUNTS AND RECORDS. --------------------------------- All records described in Section 31(a) of the Investment Company Act of 1940, as amended and Rules 17 CFR 270.31a-1 to 31a-31 promulgated thereunder, are maintained by the Registrant's investment advisor, Brinson Partners, Inc., 209 South LaSalle Street, Chicago, IL 60604- 1295, except for those maintained by the Fund's Custodian, Morgan Stanley Trust Company ("MSTC"), One Pierrepont Plaza, Brooklyn, New York 11201. MSTC provides general administrative, accounting, portfolio valuation, transfer agency and custodian services to the Registrant, including the coordination and monitoring of any third party service providers and maintains all such records relating to these services. ITEM 29. MANAGEMENT SERVICES. -------------------- There are no management-related service contracts not discussed in Part A or Part B. ITEM 30. UNDERTAKINGS. ------------- (a) Inapplicable. (b)(1) The Registrant hereby undertakes to furnish each person to whom a Prospectus for one or more series of the Registrant is delivered with a copy of the relevant latest annual report to shareholders, upon request and without charge. (c) The Registrant hereby undertakes to promptly call a meeting of shareholders for the purpose of voting upon the question of removal of any Trustee when requested in writing to do so by the record holders of not less than 10 percent of the Registrant's outstanding shares and to assist its shareholders in accordance with the requirements of Section 16(c) of the Investment Company Act of 1940, as amended, relating to shareholder communications. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused Post-Effective Amendment No. 21/22 to this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and Commonwealth of Massachusetts on the 15th day of September, 1998. THE BRINSON FUNDS By: E. Thomas McFarlan* President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.
E. THOMAS MCFARLAN* E. Thomas McFarlan September 15, 1998 President WALTER E. AUCH* Walter E. Auch September 15, 1998 Trustee EDWARD M. ROOB* Edward M. Roob September 15, 1998 Trustee FRANK K. REILLY* Frank K. Reilly September 15, 1998 Trustee CAROLYN M. BURKE* Carolyn M. Burke September 15, 1998 Treasurer, Principal Accounting Officer
- -------------------------- *By: /s/ Karl O. Hartmann -------------------- as Attorney-in-Fact and Agent pursuant to Power of Attorney REGISTRATION NO. 33-47287 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 EXHIBITS TO POST-EFFECTIVE AMENDMENT NO. 21 TO THE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ON FORM N-1A AND AMENDMENT NO. 22 TO THE REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 THE BRINSON FUNDS THE BRINSON FUNDS INDEX TO EXHIBITS TO FORM N-1A
Exhibit Description of Number Exhibit EX-99.a1 Certificate of Trust EX-99.a2 Agreement and Declaration of Trust EX-99.a3 Certificates of the Secretary of the Registrant EX-99.c Form of Specimen Share Certificate EX-99.d1 Investment Advisory Agreement on behalf of the Global Fund EX-99.d2 Investment Advisory Agreement on behalf of the Global Bond Fund EX-99.d3 Investment Advisory Agreement on behalf of the Non-U.S. Equity Fund EX-99.d4 Investment Advisory Agreement on behalf of the Global Equity Fund EX-99.d5 Investment Advisory Agreement on behalf of the U.S. Equity Fund EX-99.d6 Investment Advisory Agreement on behalf of the U.S. Balanced Fund EX-99.d7 Investment Advisory Agreement on behalf of the U.S. Bond Fund EX-99.d8 Investment Advisory Agreement on behalf of the U.S. Large Capitalization Equity Fund EX-99.e Distribution Agreement between the Registrant and Funds Distributor, Inc. EX-99.g Multiple Services Agreement between Morgan Stanley Trust Company and Registrant on behalf of each Series of the Trust EX-99.j Consent of Ernst & Young LLP EX-99.l Letter of Understanding EX-99.m1 Amended Distribution Plan relating to the UBS Investment Fund class of shares (f/k/a the SwissKey Fund Class) EX-99.m2 Distribution Plan relating to the Brinson Fund-Class N Shares EX-99.m3 Selected Dealer Agreement relating to the UBS Investment Fund class of shares EX-99.m4 Selected Dealer Agreement relating to the Brinson Funds EX-99.n Financial Data Schedules on behalf of each Series of the Trust EX-99.o Revised Multiple Class Plan pursuant to Rule 18f-3 EX-99.p Power of Attorney
EX-99.A1 2 CERTIFICATE OF TRUST EX-99.a1 CERTIFICATE OF TRUST OF THE BRINSON FUNDS a Delaware Business Trust THIS Certificate of Trust of THE BRINSON FUNDS (the "Trust"), dated as of this 9th day of August, 1993, is being duly executed and filed, in order to form a business trust pursuant to the Delaware Business Trust Act (the "Act"), Del. Code Ann. tit. 12, (S)(S)3801-3819. 1. NAME. The name of the business trust formed hereby is "THE BRINSON FUNDS." 2. REGISTERED OFFICE AND REGISTERED AGENT. The Trust will become, prior to the issuance of beneficial interests, a registered investment company under the Investment Company Act of 1940, as amended. Therefore, in accordance with section 3807(b) of the Act, the Trust has and shall maintain in the State of Delaware a registered office and a registered agent for service at process. (a) REGISTERED OFFICE. The registered office of the Trust in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. (b) REGISTERED AGENT. The registered agent for service of process on the Trust in Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. 3. LIMITATION OF LIABILITY. Pursuant to section 3804(a) of the Act, in the event that the Trust's governing instrument, as defined in section 3801(f) of the Act, creates one or more series as provided in section 3806(b) (2) of the Act, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust shall be enforceable against the assets of such series only, and not against the assets of the Trust generally. IN WITNESS WHEREOF, the Trustees named below do hereby execute this EX-99.a1 Certificate of Trust as of the date first-above written. /s/ Gary P. Brinson -------------------------------------- Gary P. Brinson 209 South LaSalle Street Chicago, IL 60604 /s/ E. Thomas McFarlan -------------------------------------- E. Thomas McFarlan 209 South LaSalle Street Chicago, IL 60604 /s/ Edward C. Hamill -------------------------------------- Edward C. Hamill 209 South LaSalle Street Chicago, IL 60604 /s/ C. Roderick O'Neil -------------------------------------- C. Roderick O'Neil P. O. Box 6728 Hartford, CT 06106 /s/ Frank K. Reilly -------------------------------------- Frank K. Reilly College of Business Administration University of Notre Dame Notre Dame, IN 46556 EX-99.A2 3 AGREEMENT AND DECLARATION OF TRUST EX-99.a2 Effective as of August 9, 1993 AGREEMENT AND DECLARATION OF TRUST ================================== of THE BRINSON FUNDS a Delaware Business Trust Principal Place of Business: 209 South LaSalle Street Chicago, Illinois 60604-1295 EX-99.a2 TABLE OF CONTENTS
Page ---- ARTICLE 1..................................................................................1 Name and Definitions..................................................................1 Section 1. Name................................................................1 Section 2. Definitions.........................................................1 (a) Trust..........................................................1 (b) Trust Property.................................................1 (c) Trustees.......................................................1 (d) Shares.........................................................2 (e) Shareholder....................................................2 (f) Person.........................................................2 (g) 1940 Act.......................................................2 (h) Commission and Principal Underwriter....................................................2 (i) Declaration of Trust...........................................2 (j) By-Laws........................................................2 (k) Interested Person..............................................2 (l) Investment Manager.............................................2 (m) Series.........................................................2 ARTICLE II.................................................................................2 Purpose of Trust......................................................................2 ARTICLE III................................................................................3 Shares................................................................................3 Section 1. Division of Beneficial Interest.....................................3 Section 2. Ownership of Shares.................................................3 Section 3. Investments in the Trust............................................4 Section 4. Status of Shares and Limitation of Personal Liability..................................................4 Section 5. Power of Board of Trustees to Change Provisions Relating to Shares.......................................4 Section 6. Establishment and Designation of Shares..............................................................5 (a) Assets Held with Respect to a Particular Series...................................................5 (b) Liabilities Held with Respect to a Particular Series...................................................5 (c) Dividends, Distributions, Redemptions, and Repurchases........................................6 (d) Voting..............................................................6 (e) Equality............................................................6 (f) Fractions...........................................................6 (g) Exchange Privilege..................................................7 (h) Combination of Series...............................................7 (i) Elimination of Series...............................................7 ARTICLE IV.................................................................................7 The Board of Trustees.................................................................7
(i) EX-99.a2
Page ---- Section 1. Number, Election and Tenure........................... 7 Section 2. Effective of Death, Resignation, etc. of a Trustee............................................. 8 Section 3. Powers................................................ 8 Section 4. Payment of Expenses by the Trust......................11 Section 5. Ownership of Assets of the Trust......................12 Section 6. Service Contracts.....................................12 ARTICLE V.....................................................................13 Shareholders' Voting Powers and Meetings.................................13 Section 1. Voting Powers.........................................13 Section 2. Voting Power and Meetings.............................14 Section 3. Quorum and Required Vote..............................14 Section 4. Action by Written Consent.............................14 Section 5. Record Dates..........................................14 ARTICLE VI....................................................................15 Net Asset Value, Distributions, and Redemptions..........................15 Section 1. Determination of Net Asset Value, Net Income, and Distributions.............................15 Section 2. Redemptions and Repurchases...........................15 Section 3. Redemptions at the Option of the Trust.................................................16 Section 4. Transfer of Shares....................................16 ARTICLE VII...................................................................16 Compensation and Limitation of Liability.................................16 Section 1. Compensation of Trustees..............................16 Section 2. Indemnification and Limitation of Liability.............................................16 Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or Surety.............................17 Section 4. Insurance.............................................17 ARTICLE VIII..................................................................17 Miscellaneous............................................................17 Section 1. Liability of Third Persons Dealing with Trustees.........................................17 Section 2. Termination of Trust or Series........................18 Section 3. Merger and Consolidation..............................18 Section 4. Amendments............................................18 Section 5. Filing of Copies, References, Headings..............................................19 Section 6. Applicable Law........................................19 Section 7. Provisions in Conflict with Law or Regulations...........................................19 Section 8. Business Trust Only...................................20 Section 9. Use of the name "Brinson".............................20
(ii) AGREEMENT AND DECLARATION OF TRUST ================================== OF THE BRINSON FUNDS WHEREAS, this AGREEMENT AND DECLARATION OF TRUST is made and entered into as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware business trust in accordance with the provisions hereinafter set forth, NOW, THEREFORE, the Trustees hereby direct that a Certificate of Trust be filed with the office of the Secretary of State of the State of Delaware and do hereby declare that the Trustees will hold IN TRUST all cash, securities and other assets which the Trust now possesses or may hereafter acquire from time to time in any manner and manage and dispose of the same upon the following terms and conditions for the pro rata benefit of the holders of Shares in this Trust. ARTICLE I. Name and Definitions Section 1. Name. This trust shall be known as "THE BRINSON FUNDS" and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. Section 2. Definitions. Whenever used herein, unless otherwise required by the context or specifically provided: (a) The "Trust" refers to the Delaware business trust established by this Agreement and Declaration of Trust, as amended from time to time; (b) The "Trust Property" means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust.; (c) "Trustees" refers to the persons who have signed this Agreement and Declaration of Trust, so long as they continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly elected or appointed to serve on the Board of Trustees in accordance with the provisions hereof, and reference herein to a Trustee or the Trustees shall refer to such person or persons in their capacity as trustees hereunder; (d) "Shares" means the shares of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time and includes fractions of Shares as well as whole Shares; (e) "Shareholder" means a record owner of outstanding Shares; (f) "Person" means and includes individuals, corporations, partnerships, trusts, foundations, plans, associations, joint ventures, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign; (g) The "1940 Act" refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time. References herein to specific sections of the 1940 Act shall be deemed to include such Rules and Regulations as are applicable to such sections as determined by the Trustees or their designees; (h) The terms "Commission" and "Principal Underwriter" shall have the respective meanings given them in Section 2(a)(7) and Section (2)(a)(29) of the 1940 Act; (i) "Declaration of Trust" shall mean this Agreement and Declaration of Trust, as amended or restated from time to time; (j) "By-Laws", shall mean the By-Laws of the Trust as amended from time to time; (k) The term "Interested Person" has the meaning given it in section 2(a)(19) of the 1940 Act; (l) "Investment Manager" or "Manager" means a party furnishing services to the Trust pursuant to any contract described in Article IV, Section 7(a) hereof; (m) "Series" refers to each Series of Shares established and designated under or in accordance with the provisions of Article III. ARTICLE II. Purpose of Trust The purpose of the Trust is to conduct, operate and carry on the business of a management investment company registered under the 1940 Act through one or more Series investing primarily in securities. -2- ARTICLE III. Shares Section 1. Division of Beneficial Interest. The beneficial interest in the Trust shall at all times be divided into an unlimited number of Shares, with a par value of $.001 per Share. The Trustees may authorize the division of Shares into separate Series and the division of Series into separate classes of Shares. The different Series shall be established and designated, and the variations in the relative rights and preferences as between the different Series shall be fixed and determined, by the Trustees. If only one Series shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and holders of the Shares of any Series shall be entitled to receive dividends, when, if and as declared with respect thereto in the manner provided in Article VI, Section 1 hereof. No Share shall have any priority or preference over any other Share of the same Series with respect to dividends or distributions of the Trust or otherwise. All dividends and distributions shall be made ratably among all Shareholders of a Series (or class) from the assets held with respect to such Series according to the number of Shares of such Series (or class) held of record by such Shareholders on the record date for any dividend or distribution or on the date of termination of the Trust, as the case may be. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of a Series into a greater or lesser number of Shares of such Series without thereby materially changing the proportionate beneficial interest of such Shares in the assets held with respect to that Series or materially affecting the rights of Shares of any other Series. Section 2. Ownership of Shares. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series. No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (or class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and as to the number of Shares of each Series hold from time to time by each Shareholder. -3- Section 3. Investments in the Trust. Investments may be accepted by the Trust from such Persons, at such times, on such terms, and for such consideration as the Trustees from time to time may authorize. Each investment shall be credited to the Shareholder's account in the form of full and fractional shares of the Trust, in such Series (or class) as the purchaser shall select, at the net asset value per Share next determined for such Series (or class) after receipt of the investment; provided, however, that the Trustees may, in their sole discretion, impose a sales charge or reimbursement fee upon investments in the Trust. Section 4. Status of Shares and Limitation of Personal Liability. Shares shall be deemed to be personal property giving only the rights provided in this instrument and the By-Laws of the Trust. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof. The death of a Shareholder during the existence of the Trust shall not operate to terminate the Trust, nor entitle the representative of any deceased shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but shall entitle such representative only to the rights of said deceased Shareholder under this Declaration of Trust. Ownership of Shares shall not entitle a Shareholder to any title in or to the whole or any part of the Trust Property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners or joint venturers. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Shareholder, or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time agree to pay. Section 5. Power of Board of Trustees to Change Provisions Relating to Shares. Notwithstanding any other provision of this Declaration of Trust to the contrary, and without limiting the power of the Board of Trustees to amend the Declaration of Trust as provided elsewhere herein, the Board of Trustees shall have the power to amend this Declaration of Trust, at any time and from time to time, in such manner as the Board of Trustees may determine in their sole discretion, without the need for Shareholder action, so as to add to, delete, replace or otherwise modify any provisions relating to the shares contained in this Declaration of Trust, provided that before adopting any such amendment without Shareholder approval the Board of Trustees shall determine that it is consistent with the fair and equitable treatment of all Shareholders and that Shareholder approval is not required by the 1940 Act or other applicable law. If Shares have been issued, Shareholder approval shall be required to adopt any amendments to this Declaration of Trust which would adversely affect to a material degree the rights and preferences of the Shares of any Series (or class) -4- or to increase or decrease the par value of the Shares of any Series (or class). Section 6. Establishment and Designation of Shares. The establishment and designation of any Series (or class) of Shares shall be effective upon the adoption by a majority of the Trustees, of a resolution which sets forth such establishment and designation and the relative rights and preferences of such Series (or class). Each such resolution shall be incorporated herein by reference upon adoption. Shares of each Series (or class) established pursuant to this section 6, unless otherwise provided in the resolution establishing such Series, shall have the following relative rights and preferences: (a) Assets Held with Respect to a Particular Series. All consideration received by the Trust for the issue or sale of Shares of a series, including dividends and distributions paid by, and reinvested in, such Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably be held with respect to that Series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as "assets held with respect to" that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as assets held with respect to any particular Series (collectively "General Assets"), the Trustees shall allocate such General Assets to, between or among any one or more of the Series in such manner and on such basis as the Trustees, in their sole discretion, deem fair and equitable, and any General Asset so allocated to a particular series shall be held with respect to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes in absence of manifest error. (b) Liabilities Held with Respect to a Particular Series. The assets of the Trust held with respect to each Series shall be charged with the liabilities of the Trust with respect to such Series and all expenses, costs, charges and reserves attributable to such Series, and any general liabilities of the Trust which are not readily identifiable as Trust which are not readily identifiable as being held in respect of a series shall be allocated and charged by the Trustees to -5- and among any one or more series in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. The liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as "liabilities held with respect to" that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the holders of all Series for all purposes in absence of manifest error. All Persons who have extended credit which has been allocated to a particular Series, or who have a claim or contract which has been allocated to a Series, shall look exclusively to the assets held with respect to such Series for payment of such credit, claim, or contract. In the absence of an express agreement so limiting the claims of such creditors, claimants and contracting parties, each creditor, claimant and contracting party shall be deemed nevertheless to have agreed to such limitation unless an express provision to the contrary has been incorporated in the written contract or other document establishing the contractual relationship. (c) Dividends, Distributions, Redemptions, and Repurchases. No dividend or distribution including, without limitation, any distribution paid upon termination of the Trust or of any Series (or class) with respect to, or any redemption or repurchase of, the Shares of any Series (or class) shall be effected by the Trust other than from the assets held with respect to such Series, nor shall any Shareholder of any series otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Trustees shall have full discretion to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders in absence of manifest error. (d) Voting. All Shares of the Trust entitled to vote on a matter shall vote without differentiation between the separate Series on a one-vote-per-Share basis; provided however, if a matter to be voted on affects only the interests of not all Series (or class of a Series), then only the Shareholders of such affected Series (or class) shall be entitled to vote on the matter. (e) Equality. All the Shares of each series shall represent an equal proportionate undivided interest in the assets held with respect to such Series (subject to the liabilities of such series and such rights and preferences as may have been established and designated with respect to classes of Shares within such Series), and each Share of a Series shall be equal to each other Share of each Series. (f) Fractions. Any fractional Share of a Series shall have proportionately all the rights and obligation of a whole share of such -6- Series, including rights with respect to voting, receipt of dividends and distributions and redemption of Shares. (g) Exchange Privilege. The Trustees Shall have the authority to provide that the holders of Shares of any Series shall have the right to exchange such Shares for Shares of one or more other Series in accordance with such requirements and procedures as may be established by the Trustees. (h) Combination of Series. The Trustees shall have the authority, without the approval of the Shareholders of any series unless otherwise required by applicable law, to combine the assets and liabilities held with respect to any two or more Series into assets and liabilities held with respect to a single Series. (i) Elimination of Series. At any time that there are no Shares outstanding of a Series (or class), the Trustees may abolish such Series (or class). ARTICLE IV. The Board of Trustees Section 1. Number, Election and Tenure. The number of Trustees constituting the Board of Trustees shall be fixed from time to time by a written instrument signed, or by resolution approved at a duly constituted meeting, by a majority of the Board of Trustees, provided, however, that the number of Trustees shall in no event be less than one (1) nor more than fifteen (15). Subject to the requirements of Section 16(a) of the 1940 Act, the Board of Trustees, by action of a majority of the then Trustees at a duly constituted meeting, may fill vacancies in the Board of Trustees and remove Trustees with or without cause. Each Trustee shall serve during the continued lifetime of the Trust until he or she dies, resigns, is declared bankrupt or incompetent by a court of competent jurisdiction, or is removed. Any Trustee may resign at any time by written instrument signed by him and delivered to any officer of the Trust or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages or other payment on account of such removal. Any Trustee may be removed at any meeting of Shareholders by a vote of two-thirds of the outstanding Shares of the Trust. A meeting of Shareholders for the purpose of electing or removing one or more Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon the demand of Shareholders owning 10% or more of the Shares of the Trust in the aggregate. -7- Section 2. Effect of Death, Resignation, etc. of a Trustee. The death, declination, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled as provided in Article IV, Section 1, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. Section 3. Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Board of Trustees, and such Board shall have all powers necessary or convenient to carry out that responsibility including the power to engage in transactions of all kinds on behalf of the Trust. Trustees, in all instances, shall act as principals and are and shall be free from the control of the Shareholders. The Trustees shall have full power and authority to do any and all acts and to make and execute any and all contracts, documents and instruments that they may consider desirable, necessary or appropriate in connection with the administration of the Trust. Without limiting the foregoing, the Trustees may: adopt, amend and repeal By- Laws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust; elect and remove such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of two or more Trustees who may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine; employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank, retain a transfer agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters or otherwise; redeem, repurchase and transfer Shares pursuant to applicable law; set record dates for the determination of Shareholders with respect to various matters; declare and pay dividends and distributions to Shareholders of each Series from the assets of such Series; establish from time to time, in accordance with the provisions of Article III, Section 6 hereof, any Series of Shares, each such Series to operate as a separate and distinct investment medium and with separately defined investment objectives and policies and distinct investment purpose; and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such custodian, transfer or shareholder servicing agent, Investment Manager or Principal Underwriter. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption -8- shall be in favor of a grant of power to the Trustees and unless otherwise specified herein or required by the 1940 Act or other applicable law, any action by the Board of Trustees shall be deemed effective if approved or taken by a majority of the Trustees then in office or a majority of any duly constituted committee of Trustees. Any action required or permitted to be taken at any meeting of the Board of Trustees, or any committee thereof, may be taken without a meeting if all members of the Board of Trustees or committee (as the case may be) consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Trustees, or committee, except as otherwise provided in the 1940 Act. Without limiting the foregoing, the Trust shall have power and authority: (a) To invest and reinvest cash and cash items, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in or dispose of contracts for the future acquisition or delivery of all types of securities, futures contracts and options thereon, and forward currency contracts of every nature and kind, including, without limitation, all types of bonds, debentures, stocks, preferred stocks, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, bankers' acceptances, and other securities of any kind, issued, created, guaranteed, or sponsored by any and all Persons, including, without limitation, states, territories, and possessions of the United States and the District of Columbia and any political subdivision, agency, or instrumentality thereof, any foreign government, or any political subdivision of the U.S. Government or any foreign government or any international instrumentality or organization, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in "when issued" contracts for any such securities, futures contracts and options thereon, and forward currency contracts, to change the investments of the assets of the Trust; and to exercise any and all rights, powers, and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons, to exercise any of said rights, powers and privileges in respect of any or said instruments; (b) To sell, exchange, lend, pledge, mortgage, hypothecate, lease, or write options with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust or any Series; -9- (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and right of subscription or otherwise which in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating that it is trust property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository, subject in each case to the applicable provisions of the 1940 Act; (f) To consent to, or participate in, any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust; (g) To join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper; (h) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a Series, or any matter in controversy, including but not limited to claims for taxes; (i) To enter into joint ventures, general or limited partnerships and any other combinations or associations; (j) To borrow funds or other property in the name of the Trust or Series exclusively for Trust purposes; (k) To endorse or guarantee the payment of any notes or other obligations of any Person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; -10- (l) To purchase and pay for entirely out of Trust Property such insurance as the Trustees may deem necessary, desirable or appropriate for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust or payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, Investment Manager, principal underwriters, or independent contractors of the Trust, individually against all claims and liabilities of every nature arising by reason of holding Shares, holding, being or having held any such office or position or by reason of any action alleged to have been taken or omitted by any such Person as Trustee, officer, employee, agent, Investment Manager, Principal Underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against liability; and (m) To adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust. The Trust shall not be limited to investing in obligations maturing before the possible termination of the Trust or one or more of its Series. The Trust shall not in any way be bound or limited by any present or future law or custom in regard to investment by fiduciaries. The Trust shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder. Section 4. Payment of Expenses by the Trust. Subject to the provisions of Article III, Section 6(b), the Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust or Series, or partly out of the principal and partly out of income, and to charge or allocate the same to, between or among such one or more of the Series that may be established or designated pursuant to Article III, Section 6, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust or Series, or in connection with the management thereof, including, but not limited to, the Trustees' compensation and such expenses and charges for the services of the Trust's officers, employees, Investment Manager, Principal Underwriter, auditors, counsel, custodian, transfer agent, Shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur. -11- Section 5. Ownership of Assets of the Trust. Title to all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine. Upon the resignation, incompetency, bankruptcy, removal, or death of a Trustee he or she shall automatically cease to have any such title in any of the Trust Property, and the title of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. The Trustees may determine that the Trust or the Trustees, acting for and on behalf of the Trust, shall be deemed to hold beneficial ownership of any income earned on the securities owned by the Trust, whether domestic or foreign. Section 6. Service Contracts. (a) The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any Person; and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for the Investment Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments, and such other responsibilities as may specifically be delegated to such Person. (b) The Trustees may also, at any time and from time to time, contract with any Persons, appointing such Persons exclusive or nonexclusive distributor or Principal Underwriter for the Shares of one or more of the Series or other securities to be issued by the Trust. Every such contract may contain such other terms as the Trustees may determine. (c) The Trustees are also empowered, at any time and from time to time, to contract with any Persons, appointing such Person(s) to serve as custodian(s), transfer agent and/or shareholder servicing agent for the Trust or one or more of its Series. Every such contract shall comply with such terms as may be required by the Trustees. (d) The Trustees are further empowered, at any time and from time to time, to contract with any Persons to provide such other services to the Trust or one or more of the Series, as the Trustees determine to be in the best interests of the Trust and the applicable Series. -12- (e) The fact that: (i) any of the Shareholders, Trustees, or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, Manager, adviser, Principal Underwriter, distributor, or affiliate or agent of or for any Person with which an advisory, management or administration contract, or Principal Underwriter's or distributor's contract, or transfer, shareholder servicing or other type of service contract may be made, or that (ii) any Person with which an advisory, management or administration contract or Principal Underwriter's or distributor's contract, or transfer, shareholder servicing or other type of service contract may be made also has an advisory, management or administration contract, or principal underwriter's or distributor's contract, or transfer, shareholder servicing or other service contract, or has other business or interests with any other Person, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided approval of each such contract is made pursuant to the applicable requirements of the 1940 Act. ARTICLE V. Shareholders' Voting Powers and Meetings Section 1. Voting Powers. Subject to the provisions of Article III, Sections 5 and 6(d), the Shareholders shall have right to vote only (i) for the election or removal of Trustees as provided in Article IV, Section 1, and (ii) with respect to such additional matters relating to the Trust as may be required by the applicable provisions of the 1940 Act, including Section 16(a) thereof, and (iii) on such other matters as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy purporting to be executed by or on -13- behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Section 2. Voting Power and Meetings. Meetings of the Shareholders may be called by the Trustees for the purposes described in Section 1 of this Article V. A meeting of Shareholders may be held at any place designated by the Trustees. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by delivering personally or mailing such notice not more than ninety (90), nor less than ten (10) days before such meeting, postage prepaid, stating the time and place of the meeting, to each Shareholder at the Shareholder's address as it appears on the records of the Trust. Whenever notice of a meeting is required to be given to a Shareholder under this Declaration of Trust, a written waiver thereof, executed before or after the meeting by such Shareholder or his or her attorney thereunto authorized and filed with the records of the meeting, or actual attendance at the meeting of Shareholders in person or by proxy, shall be deemed equivalent to such notice. Section 3. Quorum and Required Vote. Except when a larger quorum is required by the applicable provisions of the 1940 Act, the presence in person or by proxy of a majority of the Shares entitled to vote on a matter shall constitute a quorum at a Shareholders' meeting. Any meeting of Shareholders may be adjourned from time to time by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time, whether or not a quorum is present, and the meeting may be held as adjourned within a reasonable time after the date set for the original meeting without further notice. Subject to the provisions of Article III, Section 6(d) and the applicable provisions of the 1940 Act, when a quorum is present at any meeting, a majority of the Shares voted shall decide any questions except only a plurality vote shall be necessary to elect Trustees. Section 4. Action by Written Consent. Any action taken by Shareholders may be taken without a meeting if all the holders of Shares entitled to vote on the matter are provided with not less than 7 days written notice thereof and written consent to the action is filed with the records of the meetings of Shareholders by the holders of the number of shares that would be required to approve the matter as provided in Article V, Section 3. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. Section 5. Record Dates. For the purpose of determining the Shareholders who are entitled to vote or act at any meeting or any adjournment thereof, the Trustees may fix a time, which shall be not more than ninety (90) nor less than ten -14- (10) days before the date of any meeting of Shareholders, as the record date for determining the Shareholders having the right to notice of and to vote at such meeting and any adjournment thereof, and in such case only Shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date. For the purpose of determining the Shareholders who are entitled to receive payment of any dividend or of any other distribution, the Trustees may fix a date, which shall be before the date for the payment of such dividend or distribution, as the record date for determining the Shareholders having the right to receive such dividend or distribution. Nothing in this Section shall be construed as precluding the Trustees from setting different record dates for different Series. ARTICLE VI. Net Asset Value, Distributions, and Redemptions Section 1. Determination of Net Asset Value, Net Income, and Distributions. Subject to Article III, Section 6 hereof, the Trustees, in their absolute discretion, may prescribe and shall set forth in the By-laws or in a duly adopted resolution of the Trustees such bases and time for determining the per Share net asset value of the Shares of any Series and the declaration and payment of dividends and distributions on the Shares of any Series, as they may deem necessary or desirable. Section 2. Redemptions and Repurchases. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon receipt by the Trust or a Person designated by the Trust that the Trust redeem such Shares or in accordance with such procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof, in accordance with the By-Laws and the applicable provisions of the 1940 Act. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request for redemption is received in proper form. The obligation set forth in this Section 2 is subject to the provision that in the event that any time the New York Stock Exchange (the "Exchange") is closed for other than weekends or holidays, or if permitted by the Rules of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the applicable Series or to determine fairly the value of the net assets held with respect to such Series or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. The redemption price may in any case or cases be paid in cash or wholly or partly in kind in accordance with Rule 18f-1 under the 1940 Act if the Trustees determine that such payment is advisable in the -15- interest of the remaining Shareholders of the Series of which the Shares are being redeemed. Subject to the foregoing, the selection and quantity of securities or other property so paid or delivered as all or part of the redemption price shall be determined by or under authority of the Trustees. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind. Section 3. Redemptions at the Option of the Trust. The Trust shall have the right, at its option, upon 60 days notice to the affected Shareholder at any time to redeem Shares of any Shareholder at the net asset value thereof as described in Section 1 of this Article VI: (i) if at such time such Shareholder owns Shares of any Series having an aggregate net asset value of less than a minimum value determined from time to time by the Trustees; or (ii) to the extent that such Shareholder owns Shares of a Series equal to or in excess of a maximum percentage of the outstanding Shares of such Series determined from time to time by the Trustees; or (iii) to the extent that such Shareholder owns Shares equal to or in excess of a maximum percentage, determined from time to time by the Trustees, of the outstanding Shares of the Trust. Section 4. Transfer of Shares. The Trust shall transfer shares held of record by any Person to any other Person upon receipt by the Trust or a Person designated by the Trust of a written request therefore in such form and pursuant to such procedures as may be approved by the Trustees. ARTICLE VII. Compensation and Limitation of Liability Section 1. Compensation of Trustees. The Trustees as such shall be entitled to reasonable compensation from the Trust, and they may fix the amount of such compensation from time to time. Nothing herein shall in any way prevent the employment of any Trustee to provide advisory, management, legal, accounting, investment banking or other services to the Trust and to be specially compensated for such services by the Trust. Section 2. Indemnification and Limitation of Liability. The Trustees shall not be responsible or liable in any event for any neglect or wrong-doing of any officer, agent, employee, Manager or Principal Underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, and, subject to the provisions of the Bylaws, the Trust out of its assets may indemnify and hold harmless each and every Trustee and officer of the Trust from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee's performance of his or her -16- duties as a Trustee or officer of the Trust; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever issued, executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been issued, executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or Surety. The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required. Section 4. Insurance. The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust, whether or not the Trust would have the power to indemnify him or her against such liability under the provisions of this Article. ARTICLE VIII. Miscellaneous Section 1. Liability of Third Persons Dealing with Trustees. No Person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order. -17- Section 2. Termination of Trust or Series. Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be terminated at any time by the Trustees upon 60 days prior written notice to the Shareholders. Any Series may be terminated at any time by the Trustees upon 60 days prior written notice to the Shareholders of that Series. Upon termination of the Trust (or any Series, as the case may be), after paying or otherwise providing for all charges, taxes, expenses and liabilities held, severally, with respect to each Series (or the applicable Series, as the case may be), whether due or accrued or anticipated as may be determined by the Trustees, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets held, severally, with respect to each Series (or the applicable Series, as the case may be), to distributable form in cash or shares or other securities, and any combination thereof, and distribute the proceeds held with respect to each Series (or the applicable Series, as the case may be), to the Shareholders of that Series, as a Series, ratably according to the number of Shares of that Series held by the several Shareholders on the date of termination. Section 3. Merger and Consolidation. The Trustees may cause (i) the Trust or one or more of its Series to the extent consistent with applicable law to be merged into or consolidated with another Trust, Series or Person, (ii) the Shares of the Trust or any Series to be converted into beneficial interests in another business trust (or series thereof), (iii) the Shares to be exchanged for assets or property under or pursuant to any state or federal statute to the extent permitted by-law or (iv) a sale of assets of the Trust or one or more of its Series. Such merger or consolidation, Share conversion, Share exchange or sale of assets must be authorized by vote as provided in Article V, Section 3 herein; provided that in all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, Share exchange, merger or consolidation including the power to create one or more separate business trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Series into beneficial interests in such separate business trust or trusts (or series thereof). Section 4. Amendments. This Declaration of Trust may be restated and/or amended at any time by an instrument in writing signed by a majority of the Trustees then holding office. Any such restatement and/or amendment hereto shall be effective immediately upon execution and approval. The Certificate of Trust of the Trust may be restated and/or amended by a similar procedure, and any such restatement and/or amendment shall be effective immediately upon filing with the Office of -18- the Secretary of State of the State of Delaware or upon such future date as may be stated therein. Section 5. Filing of Copies, References, Headings. The original or a copy of this instrument and of each restatement and/or amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such restatements and/or amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such restatements and/or amendments. In this instrument and in any such restatements and/or amendment, references to this instrument, and all expressions like "herein," "hereof" and "hereunder," shall be deemed to refer to this instrument as amended or affected by any such restatements and/or amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. This instrument may be executed in any number of counterparts each of which shall be deemed an original. Section 6. Applicable Law. This Agreement and Declaration of Trust is created under and is to be governed by and construed and administered according to the laws of the State of Delaware and the Delaware Business Trust Act, as amended from time to time (the "Act"). The Trust shall be a Delaware business trust pursuant to such Act, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a business trust. Section 7. Provisions in Conflict with Law or Regulations. (a) The provisions of the Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of the Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of the Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination. (b) If any provision of the Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any -19- other jurisdiction or any other provision of the Declaration of Trust in any jurisdiction. Section 8. Business Trust Only. It is the intention of the Trustees to create a business trust pursuant to the Act, and thereby to create only the relationship of trustee and beneficial owners within the meaning of such Act between the Trustees and each Shareholder. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment, joint venture, or any form of legal relationship other than a business trust pursuant to such Act. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association. Section 9. Use of the Name "Brinson". The name "Brinson" and all rights to the use of the name "Brinson" belongs to Brinson Partners Inc. ("Brinson"), the Manager of the Trust. Brinson has consented to the use by the Trust of the identifying word "Brinson" and has granted to the Trust a non- exclusive license to use the name "Brinson" as part of the name of the Trust and the name of any Series of Shares. In the event Brinson or an affiliate of Brinson is not appointed as Manager or ceases to be the Manager of the Trust or of any Series using such names, the non-exclusive license granted herein may be revoked by Brinson and the Trust promptly shall cease using the name "Brinson" as part of its name or the name of any Series of Shares, upon receipt of the written request therefore by Brinson or any successor to its interests in such name. -20- IN WITNESS WHEREOF, the Trustees named below do hereby make and enter into this Declaration of Trust as of the 9th day of August, 1993. /s/ Gary P. Brinson /s/ Edward C. Hamill - ---------------------------------- ------------------------------ Gary P. Brinson Edward C. Hamill 209 South LaSalle Street 209 South LaSalle Street Chicago, IL 60604 Chicago, IL 60604 /s/ E. Thomas McFarlan /s/ C. Roderick O'Neil - ---------------------------------- ------------------------------ E. Thomas McFarlan C. Roderick O'Neil 209 South LaSalle Street P. O. Box 6728 Chicago, IL 60604 Chicago, IL 60604 /s/ Frank K. Reilly - ---------------------------------- Frank K. Reilly College of Business Administration University of Notre Dame Notre Dame, IN 46556 THE PRINCIPAL PLACE OF BUSINESS OF THE TRUST IS 209 South LaSalle Street Chicago, IL 60604-1295 -21- EX-99.A3 4 CERTIFICATES OF THE SECRETARY OF THE REGISTRANT EX-99.a3 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS DESIGNATING INITIAL EIGHT SERIES OF SHARES Pursuant to Section Article V, Section 9 of the By-Laws, dated August 9, 1993 of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into the Trust's Agreement and Declaration of Trust dated August 9, 1993 (the "Declaration"), pursuant to Article III, Section 6 of the Declaration, is a true and complete copy of the resolutions adopted by the Board of Trustees of the Trust (the "Resolutions") with respect to the designation of the initial eight series of shares of the Trust. 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees at a meeting duly called and held on August 9, 1993 at which a quorum was present and acted throughout and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 14th day of April, 1998. (Trust Seal) /s/Carolyn M. Burke ---------------------------- Carolyn M. Burke, Secretary The Brinson Funds EX-99.a3 Resolutions Adopted August 9, 1993 and Incorporated by Reference into the Agreement and Declaration of Trust of The Brinson Funds dated August 9, 1993 Pursuant to Article III, Section 6 thereof DESIGNATING INITIAL EIGHT SERIES OF SHARES RESOLVED, that pursuant to Article III, Section 1. of the [Declaration] the initial shares of beneficial interest of the Trust be, and hereby are, established and designated as the: "Brinson Global Fund" "Brinson Global Bond Fund" "Brinson Global Equity Fund" "Brinson Non-U.S. Equity Fund" "Brinson U.S. Balanced Fund" "Brinson U.S. Equity Fund" "Brinson U.S. Bond Fund;" and "Brinson Non-U.S. Bond Fund;" [and] an unlimited number of shares of beneficial interest, (par value $0.001 per share), are hereby allocated to each series.[;and] [FURTHER] RESOLVED, that the Trust be, and it hereby is, authorized and empowered to issue an indefinite number of shares of beneficial interest, all with a par value of $0.001 per share, with such rights and preferences as are set forth in the [Declaration]; and FURTHER RESOLVED, that the officers, on behalf of the Trust, may make a public offering of the shares of beneficial interest of the Trust, including shares of the Brinson Global Fund, Brinson Global Bond Fund, Brinson Global Equity Fund, Brinson Non-U.S. Equity Fund, Brinson U.S. Balanced Fund, Brinson U.S. Equity Fund, Brinson U.S. Bond Fund, Brinson Non-U.S. Bond Fund, in the manner described in the Trust's Registration Statement upon the effectiveness of the Post-Effective Amendment to the Corporation's Registration Statement, and the shares issued in connection with the public offering, when issued and paid for in accordance with the Registration Statement, shall be validly issued, fully-paid and non-assessable. * * * RESOLVED, that subject to the laws and requirements of Delaware Law, the Trustees or their designees may authorize the issuance of [stock] certificates in substantially the form presented here; and EX-99.a3 FURTHER RESOLVED, that the [Trustees] or their designees may, from time to time[,] establish conditions as they determine to be in the Trust's and shareholders' best interest with regards to the issuance of [stock] certificates and the replacement of stock certificates reported to be lost, stolen or destroyed. * * * RESOLVED, that the President and Secretary of the Trust, or their designees, be, and hereby are, authorized and directed to do any and all such lawful acts as may be necesssary or appropriate to perform and carry out the preceding [resolutions]. EX-99.a3 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS ADDING BRINSON U.S. LARGE CAPITALIZATION GROWTH FUND, BRINSON U.S. SMALL CAPITALIZATION FUND, BRINSON HIGH YIELD BOND FUND, BRINSON EMERGING MARKETS EQUITY FUND AND BRINSON EMERGING MARKETS DEBT FUND Pursuant to Article V, Section 9 of the By-Laws, dated August 9, 1993, of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into the Trust's Agreement and Declaration of Trust dated August 9, 1993, (the "Declaration"), pursuant to Article III, Section 6 of the Declaration, is a true and complete copy of the resolutions adopted by the Board of Trustees of the Trust (the "Resolutions") with respect to the authorization and designation of the Brinson U.S. Large Capitalization Growth Fund, Brinson U.S. Small Capitalization Fund, Brinson High Yield Bond Fund, Brinson Emerging Markets Equity Fund and Brinson Emerging Markets Debt Fund. 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees at a meeting duly called and held on August 24, 1998 at which a quorum was present and acting throughout and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 24th day of August, 1998. (Trust Seal) --------------------------- Carolyn M. Burke, Secretary The Brinson Funds EX-99.a3 Resolutions Adopted August 24, 1998 and Incorporated by Reference Into the Agreement and Declaration of Trust of The Brinson Funds dated August 9, 1993 Pursuant to Article III, Section 6 thereof ADDING BRINSON U.S. LARGE CAPITALIZATION GROWTH FUND, BRINSON U.S. SMALL CAPITALIZATION FUND, BRINSON HIGH YIELD BOND FUND, BRINSON EMERGING MARKETS EQUITY FUND AND BRINSON EMERGING MARKETS DEBT FUND RESOLVED, that pursuant to Article III, Section 6 of the Agreement and Declaration of Trust, five additional Series of shares be, and they hereby are, authorized and designated as the: Brinson U.S. Large Capitalization Growth Fund; and Brinson U.S. Small Capitalization Fund; and Brinson High Yield Bond Fund; and Brinson Emerging Markets Equity Fund; and Brinson Emerging Markets Debt Fund; and FURTHER RESOLVED, that an unlimited number of shares of beneficial interest ($0.001 par value per share), are hereby allocated to each Series. * * * FURTHER RESOLVED, that the officers of the Trust are hereby authorized to take such additional actions necessary to implement the above resolutions. EX-99.a3 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS CREATING CLASS B SHARES AND REDESIGNATING CLASS A SHARES Pursuant to Section Article V, Section 9 of the By-Laws, dated August 9, 1993 of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into the Trust's Agreement and Declaration of Trust dated August 9, 1993 (the "Declaration"), pursuant to Article III, Section 6 of the Declaration, is a true and complete copy of the resolutions adopted by the Board of Trustees of the Trust (the "Resolutions") with respect to: (i) the establishment of a multiple class system for the Trust; (ii) the authorization and creation of an additional class of shares of the Trust to be designated the "Class B" shares; and (iii) the re- designation of the Trust's outstanding series of shares as the "Class A" shares. 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees at a meeting duly called and held on November 8, 1993 at which a quorum was present and acted throughout and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 14th day of April, 1998. (Trust Seal) /s/Carolyn M. Burke ---------------------------- Carolyn M. Burke, Secretary The Brinson Funds EX-99.a3 Resolutions adopted November 8, 1993 and Incorporated by Reference into the Agreement and Declaration of Trust of The Brinson Funds dated August 9, 1993 Pursuant to Article III, Section 6 thereof CREATING MULTIPLE CLASS SYSTEM, CREATING CLASS B SHARES AND RESDESIGNATING CLASS A SHARES WHEREAS, the Board of Trustees of The Brinson Funds (the "Trust") has reviewed the information provided by the Advisor relating to the establishment of a multiple class system which includes initially the creation of a new class of shares to be designated as "Class B" shares which shall be subject to a Rule 12b-1 fee; * * * "RESOLVED, that the establishment of a Multiple Class System for the Trust is hereby approved in principle; and FURTHER RESOLVED, that a second class of shares of each of the Brinson Global Fund series, Brinson Global Bond Fund series, Brinson Global Equity Fund series, Brinson U.S. Balanced Fund series, Brinson U.S. Bond Fund series, Brinson U.S. Equity Fund series, Brinson Non-U.S. Bond Fund series and Brinson Non-U.S. Equity Fund series is hereby established and designated "Class B" shares of such series as distinguished from the Trust's currently authorized shares of each series which shall heretofore be referred to as "Class A" shares, and an unlimited number of shares are hereby classified and allocated to such Class B shares of each series; and FURTHER RESOLVED, that each Class B share shall have the rights and limitations as set forth in Section 1 of Article III of the Trust's Agreement and Declaration of Trust, except that dividends paid on Class B shares of a series shall reflect reductions for payments of fees under the Trust's Distribution Plan relating to Class B shares adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Plan"), and provided further, that only the Class B shares shall be entitled to vote upon or with respect to any matter relating to or arising from the Plan; and FURTHER RESOLVED, that the Board of Trustees hereby determines that there is a reasonable likelihood that the Plan will benefit the Trust, each respective series and its shareholders and, consequently, hereby approves the Distribution Plan relating to Class B shares; and EX-99.a3 FURTHER RESOLVED, that the officers are authorized to take whatever actions are necessary to revise the Trust's registration statement to reflect the creation of the Class B shares of each series; and * * * FURTHER RESOLVED, that the officers of the Trust are hereby authorized to take such additional actions necessary to implement the above resolutions. EX-99.a3 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS REDESIGNATING CLASS A TO BRINSON CLASS AND CLASS C TO SWISSKEY CLASS Pursuant to Article V, Section 9 of the By-Laws, dated August 9,1993, of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into the Trust's Agreement and Declaration of Trust dated August 9, 1993 (the "Declaration"), pursuant to Article III, Section 6 of the Declaration, is a true and complete copy of the resolutions adopted by the Board of Trustees of the Trust (the "Resolutions") with respect to the: (i) redesignation of the Class A shares as the "Brinson Class" shares and (ii) redesignation of the Class C shares as the "SwissKey Class" shares of each series of the Trust. 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees at a meeting duly called and held on May 22, 1995 at which a quorum was present and acting throughout and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 14th day of April, 1998. (Trust Seal) /s/ Carolyn M. Burke Carolyn M. Burke, Secretary The Brinson Funds EX-99.a3 Resolutions Adopted May 22, 1995 and Incorporated by Reference Into the Agreement and Declaration of Trust of the Brinson Funds dated August 9, 1993 Pursuant to Article III, Section 6 thereof REDESIGNATING CLASS A TO BRINSON CLASS AND CLASS C TO SWISSKEY CLASS WHEREAS, the Board of Trustees of The Brinson Funds (the "Trust") has previously designated the original class of shares of each series of the Trust as the "Class A" shares [;] and WHEREAS, the Board of Trustees has determined that it is appropriate to redesignate such shares as the "Brinson Class" shares; NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees of the Trust hereby redesignates the original class of shares of each series of the Trust, currently designated as "Class A", as the "Brinson Class" shares[; and] * * * WHEREAS, the Board of Trustees of the Trust has previously designated an additional class of shares of each series of the Trust as the "Class C" shares; and WHEREAS, the Board of Trustees has determined that it is appropriate to redesignate such shares as the "SwissKey Class" shares; NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees of the Trust hereby redesignates the class of shares of each series of the Trust, currently designated as "Class C", as the "SwissKey Class" shares. * * * RESOLVED, that the Multiple Class Plan, as presented to this meeting, relating to the establishment of a multiple class system for each series of the Trust, is hereby determined to be in the best interests of each series and class and the Trust as a whole; and FURTHER RESOLVED, that the Multiple Class Plan relating to the establishment of a multiple class system for each series of the Trust is hereby adopted in the form presented to the meeting. EX-99.a3 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS ADDING BRINSON SHORT-TERM GLOBAL INCOME FUND AND BRINSON U.S. CASH MANAGEMENT FUND CLASSES A AND B AND ADDING CLASS C FOR ALL SERIES Pursuant to Article V, Section 9 of the By-Laws, dated August 9, 1993, of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into the Trust's Agreement and Declaration of Trust dated August 9, 1993, (the "Declaration"), pursuant to Article III, Section 6 of the Declaration, is a true and complete copy of the resolutions adopted by the Bboard of Trustees of the Trust (the "Resolutions") with respect to the: (i) authorization and designation of the Brinson Short-Term Global Income Fund and the Brinson U.S. Cash Management Fund; (ii) establishment of Class A and Class B shares of the Brinson Short-Term Global Income Fund and Brinson U.S. Cash Management Fund series of the Trust; and (iii) authorizing and creating Class C shares of each series of the Trust; 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees at a meeting duly called and held on February 21, 1995 at which a quorum was present and acting throughout and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 14th day of April, 1998. (Trust Seal) /s/Carolyn M. Burke ------------------- Carolyn M. Burke, Secretary The Brinson Funds EX-99.a3 Resolutions Adopted February 21, 1995 and Incorporated by Reference Into the Agreement and Declaration of Trust of The Brinson Funds dated August 9, 1993 Pursuant to Article III, Section 6 thereof ADDING BRINSON SHORT-TERM GLOBAL INCOME FUND AND BRINSON U.S. CASH MANAGEMENT FUND WITH CLASSES A AND B AND ADDING CLASS C FOR ALL SERIES RESOLVED, that pursuant to Article III, Section 6 of the Agreement and Declaration of Trust, two additional Series of shares be, and they hereby are, authorized and designated as the: Brinson Short-Term Global Income Fund[;] and Brinson U.S. Cash Management Fund; and FURTHER RESOLVED, that an unlimited number of shares of beneficial interest ($0.001 par value per share), are hereby allocated to each Series * * * RESOLVED, that two classes of shares of each of the Brinson Short-Term Global Income Fund Series and Brinson U.S. Cash Management Fund Series are hereby established and designated as "Class A" and "Class B" shares of such Series, and an unlimited number of shares are hereby classified and allocated to each such "Class A" and Class "B" shares of each Series; [and] FURTHER RESOLVED, that each Class A and Class B share shall have the same rights and limitations as set forth in Section 1 of Article III of the Trust's Agreement and Declaration of Trust, except that dividends paid on Class B shares of each Series shall reflect reductions for payments of fees under the Trust's Distribution Plan relating to Class B shares adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Plan"), and provided further, that only the Class B shares shall be entitled to vote upon or with respect to any matter relating to or arising from the Plan; [and] FURTHER RESOLVED, that the Board of Trustees hereby determines that there is a reasonable likelihood that the Plan will benefit the Trust, each respective Series and its shareholders and, consequently, hereby approves the Plan relating to Class B shares[.] * * * FURTHER RESOLVED, that the officers of the Trust are hereby authorized to take such additional actions necessary to implement the above resolutions. EX-99.a3 * * * RESOLVED, that the officers are authorized and directed to issue to Brinson Partners, Inc., one authorized share of beneficial interest ($0.001 par value per share) of each of the following series designated as the: Brinson Short-Term Global Income Fund [;] and Brinson U.S. Cash Management Fund (collectively the "Funds"), at a purchase price of $10.00 per share [and]; FURTHER RESOLVED, that such shares, when issued and paid for, shall be validly issued, fully-paid and non-assessable[.] * * * RESOLVED, that the form of share certificate for each of the following Series designated as the: Brinson Short-Term Global Income Fund[;] and Brinson U.S. Cash Management Fund of The Brinson Funds is hereby approved in substantially the form presented at this meeting; [and] FURTHER RESOLVED, that the Trustees of their designees may, from time to time, establish conditions as they determine to be in the Funds and their respective shareholders' best interests with regard to the issuance of certificates. * * * RESOLVED, that the officers of the Trust, in consultation with Counsel, be and they hereby are, authorized to prepare, execute and file such amendments to the Trust's Registration Statement under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, together with all exhibits, requests for expedited or accelerated review and other documents relating thereto, as they may deem necessary or appropriate to register for sale the shares of beneficial interest for the Trust's Series designated as the Brinson Short-Term Global Income Fund and Brinson U.S. Cash Management Fund; [and] FURTHER RESOLVED, that the shares issued in connection with such public offering, when issued and paid for in accordance with the registration statement, shall be validly issued, fully-paid and non-assessable [; and] EX-99.a3 [FURTHER] RESOLVED, that the officers of The Brinson Funds or their designees, be, and hereby are, authorized and directed to take any and all such lawful actions as may be necessary or appropriate to perform and carry out the preceding resolutions relating to the registration and offering for the shares of beneficial interest of the Series designated as the Brinson Short-Term Global Income Fund and Brinson U.S. Cash Management Fund [.] * * * WHEREAS, the Board of Trustees of The Brinson Funds has reviewed the information provided by the Advisor relating to the creation of a new class of shares of each Series of the Trust to be designated as "Class C" shares which shall be subject to a Rule 12b-1 fee[;] NOW, THEREFORE, BE IT RESOLVED, that the establishment of a Class C for each Series of the Trust is hereby approved in princip[le]; [and] FURTHER RESOLVED, that a third class of shares of each of the Brinson Global Fund Series, Brinson Global Equity Fund Series, Brinson Global Bond Fund Series, Brinson Short-Term Global Income Fund Series, Brinson U.S. Balanced Fund Series Brinson U.S. Equity Fund Series, Brinson U.S. Bond Fund Series, Brinson U.S. Cash Management Fund Series, Brinson Non-U.S. Equity Fund Series and Brinson Non-U.S. Bond Fund Series is hereby established and designated as "Class C" shares of such Series as distinguished from the Trust's currently designated shares of Class A and Class B of each Series, respectively, and an unlimited number of shares are hereby classified and allocated to such Class C shares of each Series; [and] FURTHER RESOLVED, that each Class C share shall have the rights and limitations as set forth in Section 1 of Article III of the Trust's Agreement and Declaration of Trust, except that dividends paid on Class C shares of a Series shall reflect reductions for payments of fees under the Trust's Distribution Plan relating to Class C shares adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "Plan") and, provided further, that only the Class C shares shall be entitled to vote upon or with respect to any matter relating to or arising from the Plan; [and] FURTHER RESOLVED, that the Board of Trustees hereby determines that there is a reasonable likelihood that the Plan will benefit the Trust, each respective class and its shareholders and, consequently, hereby approves the Plan relating to Class C shares; [and] * * * FURTHER RESOLVED, that the officers of the Trust are hereby authorized to take such additional actions necessary to implement the above resolutions. EX-99.a3 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS CHANGING NAMES OF SERIES AND REDESIGNATING NAMES OF BRINSON CLASS AND SWISSKEY CLASS Pursuant to Article V, Section 9 of the By-Laws, dated August 9,1993, of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into the Trust's Agreement and Declaration of Trust dated August 9, 1993 (the "Declaration"), pursuant to Article III, Section 6 of the Declaration, is a true and complete copy of the resolutions adopted by the Board of Trustees of the Trust (the "Resolutions") with respect to the: (i) redesignation of the name of each series of the Trust; (ii) redesignation of the name of the "Brinson Class" of shares of each series of the Trust; and (iii) redesignation of the name of the "SwissKey Class" of shares of each series of the Trust. 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees by unanimous written consent on July 27, 1995 and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 14th day of April, 1998. (Trust Seal) /s/ Carolyn M. Burke Carolyn M. Burke, Secretary The Brinson Funds EX-99.a3 Resolutions Adopted July 27, 1995 and Incorporated by Reference Into the Agreement and Declaration of Trust of The Brinson Funds dated August 9, 1993 Pursuant to Article III, Section 6 thereof CHANGING NAMES OF SERIES, AND REDESIGNATING NAMES OF BRINSON CLASS AND SWISSKEY CLASS WHEREAS, the Board of Trustees the Trust has previously designated the Series of the Trust as follows: Brinson Global Fund Brinson Global Equity Fund Brinson Global Bond Fund Brinson Short-Term Global Income Fund Brinson U.S. Balanced Fund Brinson U.S. Cash Management Fund Brinson U.S. Equity Fund Brinson U.S. Bond Fund Brinson Non-U.S. Equity Fund Brinson Non-U.S. Bond Fund; and WHEREAS, the Board of Trustees has determined that it is appropriate to redesignate the Series of the Trust to eliminate reference to the name "Brinson" in each Series; NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees hereby redesignate the current Series of the Trust as follows: Global Fund Global Equity Fund Global Bond Fund Short-Term Global Income Fund U.S. Balanced Fund U.S. Cash Management Fund U.S. Equity Fund U.S. Bond Fund Non-U.S. Equity Fund [;and] Non-U.S. Bond Fund. * * * EX-99.a3 WHEREAS, the Board of Trustees of the Trust has previously designated the "Brinson Class" of each Series of the Trust as follows: Brinson Global Fund - Brinson Class Brinson Global Equity Fund - Brinson Class Brinson Global Bond Fund - Brinson Class Brinson Short-Term Global Income Fund - Brinson Class Brinson U.S. Balanced Fund - Brinson Class Brinson U.S. Cash Management Fund - Brinson Class Brinson U.S. Equity Fund - Brinson Class Brinson U.S. Bond Fund - Brinson Class Brinson Non-U.S. Equity Fund - Brinson Class Brinson Non-U.S. Bond Fund - Brinson Class; and WHEREAS, the Board of Trustees of the Trust has determined that it is appropriate to redesignate the "Brinson Class" of each Series to prominently reflect the name of the class; NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees hereby redesignates the name of the "Brinson Class" shares of each Series of the Trust as follows: Brinson Global Fund Brinson Global Equity Fund Brinson Global Bond Fund Brinson Short-Term Global Income Fund Brinson U.S. Balanced Fund Brinson U.S. Cash Management Fund Brinson U.S. Equity Fund Brinson U.S. Bond Fund Brinson Non-U.S. Equity Fund Brinson Non-U.S. Bond Fund; and WHEREAS, the Board of Trustees of the Trust has previously designated the "SwissKey Class" of each Series of the Trust as follows: Brinson Global Fund - SwissKey Class Brinson Global Equity Fund - SwissKey Class Brinson Global Bond Fund - SwissKey Class Brinson Short-Term Global Income Fund - SwissKey Class Brinson U.S. Balanced Fund - SwissKey Class Brinson U.S. Cash Management Fund - SwissKey Class Brinson U.S. Equity Fund - SwissKey Class Brinson U.S. Bond Fund - SwissKey Class Brinson Non-U.S. Equity Fund - SwissKey Class EX-99.a3 Brinson Non-U.S. Bond Fund - SwissKey Class; and WHEREAS, the Board of Trustees of the Trust has determined that it is appropriate to redesignate the "SwissKey Class" of each Series to prominently reflect the name of the class; NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees hereby redesignates the name of the "SwissKey Class" shares of each Series of the Trust as follows: SwissKey Global Fund SwissKey Global Equity Fund SwissKey Global bond Fund SwissKey Short-Term Global Income Fund SwissKey U.S. Balanced Fund SwissKey U.S. Cash Management Fund SwissKey U.S. Equity Fund SwissKey U.S. Bond Fund SwissKey Non-U.S. Equity Fund SwissKey Non-U.S. Bond Fund; and NOW, THEREFORE, BE IT FURTHER RESOLVED, that such changes shall become effective on July 28, 1995; and FURTHER RESOLVED, that the officers of the Trust, in consultation with counsel to the Trust, are hereby authorized and directed to take such actions as are necessary to effectuate such series and class name changes, including making such revisions to the Trust's registration statement, prospectuses, state registrations, and other relevant documents, as are required. EX-99.a3 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS ELIMINATING BRINSON SHORT-TERM GLOBAL INCOME FUND Pursuant to Article V, Section 9 of the By-Laws, dated August 9,1993, of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into the Trust's Agreement and Declaration of Trust dated August 9, 1993 (the "Declaration"), pursuant to Article III, Section 6 of the Declaration, is a true and complete copy of the resolutions adopted by the Board of Trustees of the Trust (the "Resolutions") with respect to the elimination of the Brinson Short-Term Global Income Fund series of the Trust. 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees at a meeting duly called and held on November 20, 1995 at which a quorum was present and acting throughout and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 14th day of April, 1998. (Trust Seal) /s/ Carolyn M. Burke Carolyn M. Burke, Secretary The Brinson Funds EX-99.a3 Resolutions Adopted November 20, 1995 and Incorporated by Reference Into the Agreement and Declaration of Trust of The Brinson Funds dated August 9, 1993 Pursuant to Article III, Section 6 thereof ELIMINATING BRINSON SHORT-TERM GLOBAL INCOME FUND WHEREAS, a series of the Trust has previously been established as the "Short-Term Global Income Fund"; and WHEREAS, such series has no assets and there are currently no shares outstanding of such series; and WHEREAS, the Board of Trustees desires, pursuant to Article III, Section 6(i) of the Agreement and Declaration of Trust to abolish the series; NOW, THEREFORE, BE IT RESOLVED, that the Short-Term Global Income Fund Series of the Trust is hereby abolished and its establishment and designation are rescinded; and RESOLVED, that the officers of the Trust are authorized to take such action as is necessary to effectuate the foregoing resolutions. EX-99.a3 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS ELIMINATING U.S. CASH MANAGEMENT FUND AND NON-U.S. BOND FUND Pursuant to Article V, Section 9 of the By-Laws, dated August 9,1993, of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into the Trust's Agreement and Declaration of Trust dated August 9, 1993 (the "Declaration"), pursuant to Article III, Section 6 of the Declaration, is a true and complete copy of the resolutions adopted by the Board of Trustees of the Trust (the "Resolutions") with respect to the elimination of the (i) U.S. Cash Management Fund series of the Trust; and (ii) Non-U.S. Bond Fund series of the Trust. 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees at a meeting duly called and held on August 26, 1996 at which a quorum was present and acting throughout and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 14th day of April, 1998. (Trust Seal) /s/ Carolyn M. Burke Carolyn M. Burke, Secretary The Brinson Funds EX-99.a3 Resolutions Adopted August 26, 1996 and Incorporated by Reference Into the Agreement and Declaration of Trust of The Brinson Funds dated August 9, 1993 Pursuant to Article III, Section 6 thereof ELIMINATING U.S. CASH MANAGEMENT FUND AND NON-U.S. BOND FUND WHEREAS, two series of shares of the Trust had previously been established as the "U.S. Cash Management Fund" and the "Non-U.S. Bond Fund"; and WHEREAS, such series has no assets and there are currently no shares outstanding of such series; and WHEREAS, the Board of Trustees desires, pursuant to Article III, Section 6(i) of the Agreement and Declaration of Trust to abolish the series; NOW, THEREFORE, BE IT RESOLVED, that the U.S. Cash Management Fund and the Non-U.S. Bond Fund series of the Trust are hereby abolished and the establishment and designation of the series rescinded; and FURTHER RESOLVED, that the officers of the Trust are authorized to take such action as is necessary to effectuate the foregoing resolution. EX-99.a3 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS REDESIGNATING BRINSON CLASS AS BRINSON FUND-CLASS I AND ADDING BRINSON FUND-CLASS N Pursuant to Article V, Section 9 of the By-Laws, dated August 9,1993, of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into the Trust's Agreement and Declaration of Trust dated August 9, 1993 (the "Declaration"), pursuant to Article III, Section 6 of the Declaration, is a true and complete copy of the resolutions adopted by the Board of Trustees of the Trust (the "Resolutions") with respect to the (i) redesignation of the name of each series known as the "Brinson Class" shares to the "Brinson Fund-Class I" shares of the Trust; and (ii) authorization and creation of an additional class of shares of the Trust to be known as "Brinson Fund-Class N" shares. 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees at a meeting duly called and held on May 19, 1997 at which a quorum was present and acting throughout and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 14th day of April, 1998. (Trust Seal) /s/ Carolyn M. Burke Carolyn M. Burke, Secretary The Brinson Funds EX-99.a3 Resolutions Adopted May 19, 1997 and Incorporated by Reference Into the Agreement and Declaration of Trust of The Brinson Funds dated August 9, 1993 Pursuant to Article III, Section 6 thereof REDESIGNATING BRINSON CLASS AS BRINSON FUND-CLASS I AND ADDING BRINSON FUND-CLASS N WHEREAS, the Board of Trustees of the Trust, including a majority of those trustees who are not interested persons (as that term is defined in the 1940 Act) has previously approved the creation and designation of a class of shares of each series of the Trust known as: Brinson Global Fund Brinson Global Equity Fund Brinson Global Bond Fund Brinson U.S. Balanced Fund Brinson U.S. Equity Fund Brinson U.S. Bond Fund Brinson Non-U.S. Equity Fund (collectively, "Brinson Shares"); WHEREAS, based on the recommendation of Fund management, the Board of Trustees has determined that it is appropriate to redesignate the Brinson Shares as follows: Brinson Global Fund - Class I Brinson Global Equity Fund - Class I Brinson Global Bond Fund - Class I Brinson U.S. Balanced Fund - Class I Brinson U.S. Equity Fund - Class I Brinson U.S. Bond Fund - Class I Brinson Non-U.S. Equity Fund - Class I (collectively, "Brinson Fund- Class I Shares"); NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees of the Trust hereby redesignates the Brinson Shares of each series of the Trust, previously designated as: Brinson Global Fund Brinson Global Equity Fund Brinson Global Bond Fund Brinson U.S. Balanced Fund Brinson U.S. Equity Fund Brinson U.S. Bond Fund Brinson Non-U.S. Equity Fund as: EX-99.a3 Brinson Global Fund - Class I Brinson Global Equity Fund - Class I Brinson Global Bond Fund - Class I Brinson U.S. Balanced Fund - Class I Brinson U.S. Equity Fund - Class I Brinson U.S. Bond Fund - Class I Brinson Non-U.S. Equity Fund - Class I; and FURTHER RESOLVED, that the officers, in consultation with and with the assistance of outside counsel, are authorized to take such actions as are necessary to effectuate such change in class name, including the notification of existing and future shareholders and any service providers or contracting parties. * * * WHEREAS, the Board of Trustees of the Trust has reviewed the information provided by the Adviser relating to the creation of a new class of shares of each series of the Trust which, contingent upon receipt of the requisite initial shareholder approval, shall be subject to a Rule 12b-1 fee and which shall be designated as follows: Brinson Global Fund - Class N Brinson Global Equity Fund - Class N Brinson Global Bond Fund - Class N Brinson U.S. Balanced Fund - Class N Brinson U.S. Equity Fund - Class N Brinson U.S. Bond Fund - Class N Brinson Non-U.S. Equity Fund - Class N (collectively, "Brinson Fund-Class N Shares" NOW, THEREFORE, BE IT RESOLVED, that the establishment of a Brinson Fund-Class N Shares class for each series of the Trust is hereby approved in principle; and FURTHER RESOLVED, that a third class of shares of each of the Global Fund series, Global Equity Fund series, Global Bond Fund series, U.S. Balanced Fund series, U.S. Equity Fund series, U.S. Bond Fund series and Non-U.S. Equity Fund series, is hereby established and designated as the Brinson Global Fund-Class N, Brinson Global Equity Fund - Class N, Brinson Global Bond Fund - Class N, Brinson U.S. Balanced Fund - Class N, Brinson U.S. Equity Fund - Class N, Brinson U.S. Bond Fund - Class N and Brinson Non-U.S. Equity Fund - Class N Shares of such series as distinguished from the Trust's currently designated shares of each series, respectively, and an unlimited number of shares are hereby classified and allocated to such Brinson Fund-Class N Shares of each series; and EX-99.a3 FURTHER RESOLVED, that each Brinson Fund-Class N Share shall have the rights and limitations as set forth in Section 1 of Article III of the Trust's Agreement and Declaration of Trust, except that dividends paid on Brinson Fund- Class N Shares of a series shall reflect reductions for payments of fees under the Trust's Distribution Plan relating to Brinson Fund-Class N Shares adopted pursuant to Rule 12b-1 (the "Class N Plan") under the 1940 Act; and provided further, that only the Brinson Fund-Class N Shares shall be entitled to vote upon or with respect to any matter relating to or arising form the Class N Plan; and FURTHER RESOLVED, that the Board of Trustees, including a majority of the trustees who are not interested persons of the Trust (as that term is defined in the 1940 Act) and who have no direct or indirect interest in the operation of the Class N plan, hereby determine that there is a reasonable likelihood that the Class N plan will benefit the Trust, the Brinson Fund-Class N Shares and their shareholders, and consequently, hereby approves the Class N Plan relating to the Brinson Fund-Class N Shares; and FURTHER RESOLVED, that the Class N Plan is hereby approved, in the form presented, and the officers are authorized to execute the Class N Plan prior to its implementation and to implement the Class N Plan; and FURTHER RESOLVED, that the expenses of the Brinson Fund-Class N Shares, Brinson Fund-Class I Shares and SwissKey Fund Class shares of each series shall vary only with respect to the distribution fees relating to the Brinson Fund- Class N Shares and SwissKey Fund Class shares as set forth in such classes' respective distribution plans; and FURTHER RESOLVED, that the officers of the Trust are hereby authorized to take such additional actions necessary to implement the above resolutions. EX-99.a3 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS ADDING U.S. LARGE CAPITALIZATION EQUITY FUND SERIES AND ADDING BRINSON FUND-CLASS I SHARES, SWISSKEY CLASS AND BRINSON FUND CLASS-N SHARES Pursuant to Article V, Section 9 of the By-Laws, dated August 9,1993, of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into the Trust's Agreement and Declaration of Trust dated August 9, 1993 (the "Declaration"), pursuant to Article III, Section 6 of the Declaration, is a true and complete copy of the resolutions adopted by the Board of Trustees of the Trust (the "Resolutions") with respect to the: (i) authorization and designation of the U.S. Large Capitalization Equity Fund; and (ii) establishment of Brinson Fund-Class I Shares, SwissKey Class Shares and Brinson Fund-Class N Shares of the U.S. Large Capitalization Equity Fund series of the Trust. 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees at a meeting duly called and held on November 24, 1997 at which a quorum was present and acting throughout and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 14th day of April, 1998. (Trust Seal) /s/ Carolyn M. Burke -------------------- Carolyn M. Burke, Secretary The Brinson Funds EX-99.a3 Resolutions Adopted November 24, 1997 and Incorporated by Reference Into the Agreement and Declaration of Trust of The Brinson Funds dated August 9, 1993 Pursuant to Article III, Section 6 thereof ADDING U.S. LARGE CAPITALIZATION EQUITY FUND SERIES AND ADDING BRINSON FUND-CLASS I SHARES SWISSKEY CLASS AND BRINSON FUND-CLASS N SHARES RESOLVED, that pursuant to Article III, Section 6 of the Trust's Agreement and Declaration of Trust, one additional series of shares (sometimes referred to herein as the "New Series") be, and it hereby is, authorized and designated as the U.S. Large Capitalization Equity Fund; and it is FURTHER RESOLVED, that an unlimited number of shares of beneficial interest ($0.001 par value), are hereby allocated to the New Series; and it is * * * FURTHER RESOLVED, that three classes of shares of the series of the Trust known as the U.S. Large Capitalization Equity Fund are hereby established and designated as the "Brinson U.S. Large Capitalization Equity Fund-Class N," the "Brinson U.S. Large Capitalization Equity Fund-Class I" and the "SwissKey U.S. Large Capitalization Equity Fund" class of shares of the New Series, and an unlimited number of shares of beneficial interest ($0.001 par value) are hereby classified and allocated to each such "Brinson U.S. Large Capitalization Equity Fund-Class N," "Brinson U.S. Large Capitalization Equity Fund-Class I" and "SwissKey U.S. Large Capitalization Equity Fund" class shares of the New Series; and it is FURTHER RESOLVED, that each Brinson U.S. Large Capitalization Equity Fund- Class N, Brinson U.S. Large Capitalization Equity Fund-Class I and the SwissKey U.S. Large Capitalization Equity Fund class share shall have the same rights and limitations as set forth in Section 1 of Article III of the Trust's Agreement and Declaration of Trust, except that dividends paid on the Brinson U.S. Large Capitalization Equity Fund-Class N shares and the SwissKey U.S. Large Capitalization Equity Fund class shares of the New Series shall reflect reductions for payments of fees under the Trust's Distribution Plans relating to the Brinson U.S. Large Capitalization Equity Fund-Class N shares and the SwissKey U.S. Large Capitalization Equity Fund class shares, respectively, adopted pursuant to Rule 12b-1 under the 1940 Act (each a "Plan"), and provided further, that only the Brinson U.S. Large Capitalization Equity Fund-Class N shares and the SwissKey U.S. Large Capitalization Equity Fund class shares shall be entitled to vote upon or with respect to any matter relating or arising form the Plan that has been adopted by the respective class; and it is EX-99.a3 FURTHER RESOLVED, that the officers of the Trust are authorized to take whatever actions are necessary to revise the Trust's Registration Statement to reflect the creation of the three aforementioned classes of shares of the New Series. * * * RESOLVED, that the officers of the Trust are authorized and directed to issue to Brinson Partners, Inc. (the "Advisor") one authorized share of beneficial interest ($0.001 par value) of the following series of the Trust designated as the U.S. Large Capitalization Equity Fund, at a purchase price of $10.00 per share; and it is FURTHER RESOLVED, that such share, when issued and paid for, shall be validly issued, fully-paid and non-assessable. * * * RESOLVED, that the officers of the Trust in consultation with Trust counsel, be, and they hereby are, authorized to prepare, execute and file such amendments to the Trust's Registration Statement under the 1933 Act and the 1940 Act, together with all exhibits, requests for expedited or accelerated review and other documents relating thereto, as they many deem necessary or appropriate to register for sale the shares of beneficial interest of the series of the Trust designated as the U.S. Large Capitalization Equity Fund. * * * RESOLVED, that the officer of the Trust or their designees, in consultation with Trust counsel, be, and they hereby are, authorized and directed to take any and all such lawful actions as may be necessary or appropriate to perform and carry out the preceding resolutions relating to the registration and offering of the shares of beneficial interest of the series of the Trust designated as the U.S. Large Capitalization Equity Fund. EX-99.C 5 FORM OF SPECIMEN SHARE CERTIFICATE EX-99.c ============ ============ NUMBER SHARES ============ ============ ================================================================================ THE BRINSON FUNDS ================================================================================ SEE REVERSE SIDE ------------ FOR CERTAIN CUSIP DEFINITIONS ------------ ========== SPECIMEN ========== This certifies that ____________________________ is the owner of ______________ FULLY PAID AND NON-ASSESSABLE SHARES OF Beneficial Interest OF THE PAR VALUE OF $0.01 EACH OF ____________ class of the ____________ series of THE BRINSON FUNDS (the "Trust") transferable by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are subject to the laws of the State of Delaware and to the provisions of the Certificate of Trust and to the laws of the Trust from time to time amended. This Certificate is not valid unless countersigned by the Transfer Agent. Witness the seal of the Trust and the signatures of its duly authorized officers. Countersigned: ----------------------------------------- TRANSFER AGENT By -------------------------------------- AUTHORIZED SIGNATURE By -------------------------------------- PRESIDENT Dated - ---------------------------------- TREASURER EX-99.c The Trust will furnish to any shareholder, upon request without charge, a full statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the stock of each class that the Trust is authorized to issue, the differences in the relative rights and preferences between the shares of each series of any class to the extent they have been set, and the authority of the board of trustees to set the relative rights and preferences of subsequent series. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - .......Custodian....... (Cust) (Minor) under Uniform Gifts to Minors Act.......................... (State) Additional abbreviations may also be used through not in the above list. For Value Received, _________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------- - -------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares of the beneficial interest represented by the within Certificate, and do hereby irrevocably constitute and appoint - -------------------------------------------------------------------------------- Attorney to transfer the said stock on the books of the within named Trust with full power of substitution in the premises. Dated: 19 Signed: ---------------------- -- --------------------------------- --------------------------------- Signature(s) guaranteed ------------------------------ FIRM OR BANK by ----------------------------------------- FIRM OR BANK NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE OF EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. EX-99.D1 6 INVESTMENT ADVISORY AGREEMENT FOR GLOBAL FUND EX-99.d1 INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 25th day of April, 1995 by and between The Brinson Funds, a Delaware Business Trust (the "Trust") and Brinson Partners, Inc., a Delaware corporation (the "Advisor"). 1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as investment advisor to the Brinson Global Fund (the "Series") for the period and on such terms set forth in this Agreement. The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the assets to be held uninvested, to provide the Trust with records concerning the Advisor's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Board of Trustees concerning the Advisor's discharge of the foregoing responsibilities. The Advisor shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Trustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the Trust's Prospectus and Statement of Additional Information. The Advisor accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings, equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. With respect to foreign securities, at its own expense, the Advisor may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it may not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. EX-99.d1 2. Portfolio Transactions. The Advisor shall provide the Series with a trading department and with respect to foreign securities, the Advisor is authorized to utilize the trading department of its foreign subsidiaries. The Advisor shall select, and with respect to its foreign subsidiaries, shall monitor the selection of, the brokers or dealers that will execute the purchases and sales of securities for the Series and is directed to use its best efforts to ensure that the best available price and most favorable execution of securities transactions for the Series are obtained. Subject to policies established by the Board of Trustees of the Trust and communicated to the Advisor, it is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of the Series, or be in breach of any obligation owing to the Trust or in respect of the Series under this Agreement, or otherwise, solely by reason of its having caused the Series to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Series in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Advisor's overall responsibilities with respect to the accounts, including the Series, as to which it exercises investment discretion. The Advisor will promptly communicate to the officers and directors of the Trust such information relating to the Series transactions as they may reasonably request. 3. Compensation of the Advisor. For the services to be rendered by the Advisor as provided in Section 1 and 2 of this Agreement, the Series shall pay to the Advisor within five EX-99.d1 business days after the end of each calendar month, a monthly fee of one twelfth of 0.80% of the Series' average daily net assets for the month. In the event of termination of this Agreement, the fee provided in this Section 3 shall be paid on a pro rata basis, based on the number of days when this Agreement was in effect. 4. Reports. The Series and the Advisor agree to furnish to each other such information regarding their operations with regard to their affairs as each may reasonably request. 5. Status of Advisor. The services of the Advisor to the Series are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Series are not impaired thereby. 6. Liability of Advisor. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by the Advisor of its obligations and duties hereunder, the Advisor shall not be subject to any liability whatsoever to the Series, or to any shareholder of the Series, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Series. 7. Duration and Termination. This Agreement shall become effective on April 25, 1995 provided that first it is approved by the Board of Trustees of the Trust, including a majority EX-99.d1 of those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until April 25, 1997. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party in the manner provided in Section 15(c) of the Investment Company Act of 1940. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to the Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon 60 days' written notice to the Trust. This Agreement will automatically terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 8, the terms "assignment", "interested person", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder. 8. Name of Advisor. The parties agree that the Advisor has a proprietary interest in the name "Brinson," and the Trust agrees to promptly take such action as may be necessary to EX-99.d1 delete from its corporate name and/or the name of the Series any reference to the name of the Advisor promptly after receipt from the Advisor of a written request therefore. 9. Severability. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 25th day of April, 1995. ATTEST: THE BRINSON FUNDS /s/Bruce G. Leto By: /s/ E. Thomas McFarlan - --------------------------- ------------------------------- Bruce G. Leto E. Thomas McFarlan Secretary President ATTEST: BRINSON PARTNERS, INC. /s/Michael J. Jacobs By: /s/Samuel W. Anderson - --------------------------- ------------------------------- Michael J. Jacobs Assistant Secretary EX-99.d1 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTIONS CHANGING NAMES OF SERIES Pursuant to Investment Advisory Agreements dated April 25, 1995, of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. She is the duly elected, qualified and acting Secretary of the Trust. 2. Attached hereto as incorporated by reference into each series of the Trust's Investment Advisory Agreements dated April 25, 1995, is a true and complete copy of the resolutions adopted by the Board of Trustees of the Trust (the "Resolutions") with respect to the redesignation of the name of each series of the Trust. 3. The Resolutions were unanimously adopted by the Trust's Board of Trustees by unanimous written consent on July 27, 1995 and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 14th day of September, 1998. (Trust Seal) /s/ Carolyn M. Burke Carolyn M. Burke, Secretary The Brinson Funds EX-99.d1 Resolutions Adopted July 27, 1995 and Incorporated by Reference Into the Investment Advisory Agreements dated April 25, 1995 CHANGING NAMES OF SERIES WHEREAS, the Board of Trustees of the Trust has previously designated the Series of the Trust as follows: Brinson Global Fund Brinson Global Equity Fund Brinson Global Bond Fund Brinson Short-Term Global Income Fund Brinson U.S. Balanced Fund Brinson U.S. Cash Management Fund Brinson U.S. Equity Fund Brinson U.S. Bond Fund Brinson Non-U.S. Equity Fund Brinson Non-U.S. Bond Fund; and WHEREAS, the Board of Trustees has determined that it is appropriate to redesignate the Series of the Trust to eliminate reference to the name "Brinson" in each Series; NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees hereby redesignate the current Series of the Trust as follows: Global Fund Global Equity Fund Global Bond Fund Short-Term Global Income Fund U.S. Balanced Fund U.S. Cash Management Fund U.S. Equity Fund U.S. Bond Fund Non-U.S. Equity Fund [;and] Non-U.S. Bond Fund. * * * EX-99.D2 7 INVESTMENT ADVISORY AGREEMENT FOR GLOBAL BOND FUND EX-99.d2 INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 25th day of April, 1995 by and between The Brinson Funds, a Delaware Business Trust (the "Trust") and Brinson Partners, Inc., a Delaware corporation (the "Advisor"). 1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as investment advisor to the Brinson Global Bond Fund (the "Series") for the period and on such terms set forth in this Agreement. The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the assets to be held uninvested, to provide the Trust with records concerning the Advisor's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Board of Trustees concerning the Advisor's discharge of the foregoing responsibilities. The Advisor shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Trustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the Trust's Prospectus and Statement of Additional Information. The Advisor accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings, equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. With respect to foreign securities, at its own expense, the Advisor may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it may not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. EX-99.d2 2. Portfolio Transactions. The Advisor shall provide the Series with a trading department and with respect to foreign securities, the Advisor is authorized to utilize the trading department of its foreign subsidiaries. The Advisor shall select, and with respect to its foreign subsidiaries, shall monitor the selection of, the brokers or dealers that will execute the purchases and sales of securities for the Series and is directed to use its best efforts to ensure that the best available price and most favorable execution of securities transactions for the Series are obtained. Subject to policies established by the Board of Trustees of the Trust and communicated to the Advisor, it is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of the Series, or be in breach of any obligation owing to the Trust or in respect of the Series under this Agreement, or otherwise, solely by reason of its having caused the Series to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Series in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Advisor's overall responsibilities with respect to the accounts, including the Series, as to which it exercises investment discretion. The Advisor will promptly communicate to the officers and directors of the Trust such information relating to the Series transactions as they may reasonably request. 3. Compensation of the Advisor. For the services to be rendered by the Advisor as provided in Section 1 and 2 of this Agreement, the Series shall pay to the Advisor within five EX-99.d2 business days after the end of each calendar month, a monthly fee of one twelfth of 0.75% of the Series' average daily net assets for the month. In the event of termination of this Agreement, the fee provided in this Section 3 shall be paid on a pro rata basis, based on the number of days when this Agreement was in effect. 4. Reports. The Series and the Advisor agree to furnish to each other such information regarding their operations with regard to their affairs as each may reasonably request. 5. Status of Advisor. The services of the Advisor to the Series are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Series are not impaired thereby. 6. Liability of Advisor. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by the Advisor of its obligations and duties hereunder, the Advisor shall not be subject to any liability whatsoever to the Series, or to any shareholder of the Series, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Series. 7. Duration and Termination. This Agreement shall become effective on April 25, 1995 provided that first it is approved by the Board of Trustees of the Trust, including a majority EX-99.d2 of those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until April 25, 1997. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party in the manner provided in Section 15(c) of the Investment Company Act of 1940. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to the Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon 60 days' written notice to the Trust. This Agreement will automatically terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 8, the terms "assignment", "interested person", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder. 8. Name of Advisor. The parties agree that the Advisor has a proprietary interest in the name "Brinson," and the Trust agrees to promptly take such action as may be necessary to EX-99.d2 delete from its corporate name and/or the name of the Series any reference to the name of the Advisor promptly after receipt from the Advisor of a written request therefore. 9. Severability. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 25th day of April, 1995. ATTEST: THE BRINSON FUNDS /s/Bruce G. Leto By: /s/ E. Thomas McFarlan - ------------------------ ----------------------------- Bruce G. Leto E. Thomas McFarlan Secretary President ATTEST: BRINSON PARTNERS, INC. /s/Michael J. Jacobs By: /s/Samuel W. Anderson - ------------------------ ----------------------------- Michael J. Jacobs Assistant Secretary EX-99.D3 8 INVESTMENT ADVISORY AGREEMENT FOR NON-US EQUITY EX-99.d3 INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 25th day of April, 1995 by and between The Brinson Funds, a Delaware Business Trust (the "Trust") and Brinson Partners, Inc., a Delaware corporation (the "Advisor"). 1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as investment advisor to the Brinson Non-U.S. Equity Fund (the "Series") for the period and on such terms set forth in this Agreement. The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the assets to be held uninvested, to provide the Trust with records concerning the Advisor's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Board of Trustees concerning the Advisor's discharge of the foregoing responsibilities. The Advisor shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Trustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the Trust's Prospectus and Statement of Additional Information. The Advisor accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings, equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. With respect to foreign securities, at its own expense, the Advisor may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it may not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. EX-99.d3 2. Portfolio Transactions. The Advisor shall provide the Series with a trading department and with respect to foreign securities, the Advisor is authorized to utilize the trading department of its foreign subsidiaries. The Advisor shall select, and with respect to its foreign subsidiaries, shall monitor the selection of, the brokers or dealers that will execute the purchases and sales of securities for the Series and is directed to use its best efforts to ensure that the best available price and most favorable execution of securities transactions for the Series are obtained. Subject to policies established by the Board of Trustees of the Trust and communicated to the Advisor, it is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of the Series, or be in breach of any obligation owing to the Trust or in respect of the Series under this Agreement, or otherwise, solely by reason of its having caused the Series to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Series in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Advisor's overall responsibilities with respect to the accounts, including the Series, as to which it exercises investment discretion. The Advisor will promptly communicate to the officers and directors of the Trust such information relating to the Series transactions as they may reasonably request. 3. Compensation of the Advisor. For the services to be rendered by the Advisor as provided in Section 1 and 2 of this Agreement, the Series shall pay to the Advisor within five EX-99.d3 business days after the end of each calendar month, a monthly fee of one twelfth of 0.80% of the Series' average daily net assets for the month. In the event of termination of this Agreement, the fee provided in this Section 3 shall be paid on a pro rata basis, based on the number of days when this Agreement was in effect. 4. Reports. The Series and the Advisor agree to furnish to each other such information regarding their operations with regard to their affairs as each may reasonably request. 5. Status of Advisor. The services of the Advisor to the Series are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Series are not impaired thereby. 6. Liability of Advisor. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by the Advisor of its obligations and duties hereunder, the Advisor shall not be subject to any liability whatsoever to the Series, or to any shareholder of the Series, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Series. 7. Duration and Termination. This Agreement shall become effective on April 25, 1995 provided that first it is approved by the Board of Trustees of the Trust, including a majority EX-99.d3 of those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until April 25, 1997. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party in the manner provided in Section 15(c) of the Investment Company Act of 1940. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to the Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon 60 days' written notice to the Trust. This Agreement will automatically terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 8, the terms "assignment", "interested person", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder. 8. Name of Advisor. The parties agree that the Advisor has a proprietary interest in the name "Brinson," and the Trust agrees to promptly take such action as may be necessary to EX-99.d3 delete from its corporate name and/or the name of the Series any reference to the name of the Advisor promptly after receipt from the Advisor of a written request therefore. 9. Severability. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 25th day of April, 1995. ATTEST: THE BRINSON FUNDS /s/Bruce G. Leto By: /s/ E. Thomas McFarlan - ------------------------- ----------------------------- Bruce G. Leto E. Thomas McFarlan Secretary President ATTEST: BRINSON PARTNERS, INC. /s/Michael J. Jacobs By: /s/Samuel W. Anderson - ------------------------- ----------------------------- Michael J. Jacobs Assistant Secretary EX-99.D4 9 INVESTMENT ADVISORY AGREEMENT FOR GLOBAL EQUITY EX-99.d4 INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 25th day of April, 1995 by and between The Brinson Funds, a Delaware Business Trust (the "Trust") and Brinson Partners, Inc., a Delaware corporation (the "Advisor"). 1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as investment advisor to the Brinson Global Equity Fund (the "Series") for the period and on such terms set forth in this Agreement. The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the assets to be held uninvested, to provide the Trust with records concerning the Advisor's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Board of Trustees concerning the Advisor's discharge of the foregoing responsibilities. The Advisor shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Trustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the Trust's Prospectus and Statement of Additional Information. The Advisor accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings, equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. With respect to foreign securities, at its own expense, the Advisor may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it may not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. EX-99.d4 2. Portfolio Transactions. The Advisor shall provide the Series with a trading department and with respect to foreign securities, the Advisor is authorized to utilize the trading department of its foreign subsidiaries. The Advisor shall select, and with respect to its foreign subsidiaries, shall monitor the selection of, the brokers or dealers that will execute the purchases and sales of securities for the Series and is directed to use its best efforts to ensure that the best available price and most favorable execution of securities transactions for the Series are obtained. Subject to policies established by the Board of Trustees of the Trust and communicated to the Advisor, it is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of the Series, or be in breach of any obligation owing to the Trust or in respect of the Series under this Agreement, or otherwise, solely by reason of its having caused the Series to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Series in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Advisor's overall responsibilities with respect to the accounts, including the Series, as to which it exercises investment discretion. The Advisor will promptly communicate to the officers and directors of the Trust such information relating to the Series transactions as they may reasonably request. 3. Compensation of the Advisor. For the services to be rendered by the Advisor as provided in Section 1 and 2 of this Agreement, the Series shall pay to the Advisor within five EX-99.d4 business days after the end of each calendar month, a monthly fee of one twelfth of 0.80% of the Series' average daily net assets for the month. In the event of termination of this Agreement, the fee provided in this Section 3 shall be paid on a pro rata basis, based on the number of days when this Agreement was in effect. 4. Reports. The Series and the Advisor agree to furnish to each other such information regarding their operations with regard to their affairs as each may reasonably request. 5. Status of Advisor. The services of the Advisor to the Series are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Series are not impaired thereby. 6. Liability of Advisor. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by the Advisor of its obligations and duties hereunder, the Advisor shall not be subject to any liability whatsoever to the Series, or to any shareholder of the Series, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Series. 7. Duration and Termination. This Agreement shall become effective on April 25, 1995 provided that first it is approved by the Board of Trustees of the Trust, including a majority EX-99.d4 of those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until April 25, 1997. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party in the manner provided in Section 15(c) of the Investment Company Act of 1940. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to the Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon 60 days' written notice to the Trust. This Agreement will automatically terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 8, the terms "assignment", "interested person", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder. 8. Name of Advisor. The parties agree that the Advisor has a proprietary interest in the name "Brinson," and the Trust agrees to promptly take such action as may be necessary to EX-99.d4 delete from its corporate name and/or the name of the Series any reference to the name of the Advisor promptly after receipt from the Advisor of a written request therefore. 9. Severability. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 25th day of April, 1995. ATTEST: THE BRINSON FUNDS /s/Bruce G. Leto By: /s/ E. Thomas McFarlan - ------------------------- ------------------------------ Bruce G. Leto E. Thomas McFarlan Secretary President ATTEST: BRINSON PARTNERS, INC. /s/Michael J. Jacobs By: /s/Samuel W. Anderson - ------------------------- ------------------------------ Michael J. Jacobs Assistant Secretary EX-99.D5 10 INVESTMENT ADVISORY AGREEMENT FOR US EQUITY FUND EX-99.d5 INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 25th day of April, 1995 by and between The Brinson Funds, a Delaware Business Trust (the "Trust") and Brinson Partners, Inc., a Delaware corporation (the "Advisor"). 1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as investment advisor to the Brinson U.S. Equity Fund (the "Series") for the period and on such terms set forth in this Agreement. The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the assets to be held uninvested, to provide the Trust with records concerning the Advisor's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Board of Trustees concerning the Advisor's discharge of the foregoing responsibilities. The Advisor shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Trustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the Trust's Prospectus and Statement of Additional Information. The Advisor accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings, equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. With respect to foreign securities, at its own expense, the Advisor may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it may not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. EX-99.d5 2. Portfolio Transactions. The Advisor shall provide the Series with a trading department and with respect to foreign securities, the Advisor is authorized to utilize the trading department of its foreign subsidiaries. The Advisor shall select, and with respect to its foreign subsidiaries, shall monitor the selection of, the brokers or dealers that will execute the purchases and sales of securities for the Series and is directed to use its best efforts to ensure that the best available price and most favorable execution of securities transactions for the Series are obtained. Subject to policies established by the Board of Trustees of the Trust and communicated to the Advisor, it is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of the Series, or be in breach of any obligation owing to the Trust or in respect of the Series under this Agreement, or otherwise, solely by reason of its having caused the Series to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Series in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Advisor's overall responsibilities with respect to the accounts, including the Series, as to which it exercises investment discretion. The Advisor will promptly communicate to the officers and directors of the Trust such information relating to the Series transactions as they may reasonably request. 3. Compensation of the Advisor. For the services to be rendered by the Advisor as provided in Section 1 and 2 of this Agreement, the Series shall pay to the Advisor within five EX-99.d5 business days after the end of each calendar month, a monthly fee of one twelfth of 0.70% of the Series' average daily net assets for the month. In the event of termination of this Agreement, the fee provided in this Section 3 shall be paid on a pro rata basis, based on the number of days when this Agreement was in effect. 4. Reports. The Series and the Advisor agree to furnish to each other such information regarding their operations with regard to their affairs as each may reasonably request. 5. Status of Advisor. The services of the Advisor to the Series are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Series are not impaired thereby. 6. Liability of Advisor. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by the Advisor of its obligations and duties hereunder, the Advisor shall not be subject to any liability whatsoever to the Series, or to any shareholder of the Series, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Series. 7. Duration and Termination. This Agreement shall become effective on April 25, 1995 provided that first it is approved by the Board of Trustees of the Trust, including a majority EX-99.d5 of those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until April 25, 1997. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party in the manner provided in Section 15(c) of the Investment Company Act of 1940. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to the Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon 60 days' written notice to the Trust. This Agreement will automatically terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 8, the terms "assignment", "interested person", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder. 8. Name of Advisor. The parties agree that the Advisor has a proprietary interest in the name "Brinson," and the Trust agrees to promptly take such action as may be necessary to EX-99.d5 delete from its corporate name and/or the name of the Series any reference to the name of the Advisor promptly after receipt from the Advisor of a written request therefore. 9. Severability. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 25th day of April, 1995. ATTEST: THE BRINSON FUNDS /s/Bruce G. Leto By: /s/ E. Thomas McFarlan - ------------------------ ------------------------------ Bruce G. Leto E. Thomas McFarlan Secretary President ATTEST: BRINSON PARTNERS, INC. /s/Michael J. Jacobs By: /s/Samuel W. Anderson - ------------------------ ------------------------------ Michael J. Jacobs Assistant Secretary EX-99.D6 11 INVESTMENT ADVISORY FOR US BALANCED FUND EX-99.d6 INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 25th day of April, 1995 by and between The Brinson Funds, a Delaware Business Trust (the "Trust") and Brinson Partners, Inc., a Delaware corporation (the "Advisor"). 1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as investment advisor to the Brinson U.S. Balanced Fund (the "Series") for the period and on such terms set forth in this Agreement. The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the assets to be held uninvested, to provide the Trust with records concerning the Advisor's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Board of Trustees concerning the Advisor's discharge of the foregoing responsibilities. The Advisor shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Trustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the Trust's Prospectus and Statement of Additional Information. The Advisor accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings, equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. With respect to foreign securities, at its own expense, the Advisor may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it may not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. EX-99.d6 2. Portfolio Transactions. The Advisor shall provide the Series with a trading department and with respect to foreign securities, the Advisor is authorized to utilize the trading department of its foreign subsidiaries. The Advisor shall select, and with respect to its foreign subsidiaries, shall monitor the selection of, the brokers or dealers that will execute the purchases and sales of securities for the Series and is directed to use its best efforts to ensure that the best available price and most favorable execution of securities transactions for the Series are obtained. Subject to policies established by the Board of Trustees of the Trust and communicated to the Advisor, it is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of the Series, or be in breach of any obligation owing to the Trust or in respect of the Series under this Agreement, or otherwise, solely by reason of its having caused the Series to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Series in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Advisor's overall responsibilities with respect to the accounts, including the Series, as to which it exercises investment discretion. The Advisor will promptly communicate to the officers and directors of the Trust such information relating to the Series transactions as they may reasonably request. 3. Compensation of the Advisor. For the services to be rendered by the Advisor as provided in Section 1 and 2 of this Agreement, the Series shall pay to the Advisor within five EX-99.d6 business days after the end of each calendar month, a monthly fee of one twelfth of 0.70% of the Series' average daily net assets for the month. In the event of termination of this Agreement, the fee provided in this Section 3 shall be paid on a pro rata basis, based on the number of days when this Agreement was in effect. 4. Reports. The Series and the Advisor agree to furnish to each other such information regarding their operations with regard to their affairs as each may reasonably request. 5. Status of Advisor. The services of the Advisor to the Series are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Series are not impaired thereby. 6. Liability of Advisor. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by the Advisor of its obligations and duties hereunder, the Advisor shall not be subject to any liability whatsoever to the Series, or to any shareholder of the Series, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Series. 7. Duration and Termination. This Agreement shall become effective on April 25, 1995 provided that first it is approved by the Board of Trustees of the Trust, including a majority EX-99.d6 of those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until April 25, 1997. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party in the manner provided in Section 15(c) of the Investment Company Act of 1940. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to the Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon 60 days' written notice to the Trust. This Agreement will automatically terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 8, the terms "assignment", "interested person", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder. 8. Name of Advisor. The parties agree that the Advisor has a proprietary interest in the name "Brinson," and the Trust agrees to promptly take such action as may be necessary to EX-99.d6 delete from its corporate name and/or the name of the Series any reference to the name of the Advisor promptly after receipt from the Advisor of a written request therefore. 9. Severability. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 25th day of April, 1995. ATTEST: THE BRINSON FUNDS /s/Bruce G. Leto By: /s/ E. Thomas McFarlan - ------------------------- ----------------------------- Bruce G. Leto E. Thomas McFarlan Secretary President ATTEST: BRINSON PARTNERS, INC. /s/Michael J. Jacobs By: /s/Samuel W. Anderson - ------------------------- ----------------------------- Michael J. Jacobs Assistant Secretary EX-99.D7 12 INVESTMENT ADVISORY AGREEMENT FOR US BOND FUND EX-99.d7 INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 25th day of April, 1995 by and between The Brinson Funds, a Delaware Business Trust (the "Trust") and Brinson Partners, Inc., a Delaware corporation (the "Advisor"). 1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as investment advisor to the Brinson U.S. Bond Fund (the "Series") for the period and on such terms set forth in this Agreement. The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the assets to be held uninvested, to provide the Trust with records concerning the Advisor's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Board of Trustees concerning the Advisor's discharge of the foregoing responsibilities. The Advisor shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Trustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the Trust's Prospectus and Statement of Additional Information. The Advisor accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings, equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. With respect to foreign securities, at its own expense, the Advisor may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it may not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. EX-99.d7 2. Portfolio Transactions. The Advisor shall provide the Series with a trading department and with respect to foreign securities, the Advisor is authorized to utilize the trading department of its foreign subsidiaries. The Advisor shall select, and with respect to its foreign subsidiaries, shall monitor the selection of, the brokers or dealers that will execute the purchases and sales of securities for the Series and is directed to use its best efforts to ensure that the best available price and most favorable execution of securities transactions for the Series are obtained. Subject to policies established by the Board of Trustees of the Trust and communicated to the Advisor, it is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of the Series, or be in breach of any obligation owing to the Trust or in respect of the Series under this Agreement, or otherwise, solely by reason of its having caused the Series to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Series in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Advisor's overall responsibilities with respect to the accounts, including the Series, as to which it exercises investment discretion. The Advisor will promptly communicate to the officers and directors of the Trust such information relating to the Series transactions as they may reasonably request. 3. Compensation of the Advisor. For the services to be rendered by the Advisor as provided in Section 1 and 2 of this Agreement, the Series shall pay to the Advisor within five EX-99.d7 business days after the end of each calendar month, a monthly fee of one twelfth of 0.50% of the Series' average daily net assets for the month. In the event of termination of this Agreement, the fee provided in this Section 3 shall be paid on a pro rata basis, based on the number of days when this Agreement was in effect. 4. Reports. The Series and the Advisor agree to furnish to each other such information regarding their operations with regard to their affairs as each may reasonably request. 5. Status of Advisor. The services of the Advisor to the Series are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Series are not impaired thereby. 6. Liability of Advisor. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by the Advisor of its obligations and duties hereunder, the Advisor shall not be subject to any liability whatsoever to the Series, or to any shareholder of the Series, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Series. 7. Duration and Termination. This Agreement shall become effective on April 25, 1995 provided that first it is approved by the Board of Trustees of the Trust, including a majority EX-99.d7 of those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until April 25, 1997. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party in the manner provided in Section 15(c) of the Investment Company Act of 1940. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to the Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon 60 days' written notice to the Trust. This Agreement will automatically terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. As used in this Section 8, the terms "assignment", "interested person", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder. 8. Name of Advisor. The parties agree that the Advisor has a proprietary interest in the name "Brinson," and the Trust agrees to promptly take such action as may be necessary to EX-99.d7 delete from its corporate name and/or the name of the Series any reference to the name of the Advisor promptly after receipt from the Advisor of a written request therefore. 9. Severability. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 25th day of April, 1995. ATTEST: THE BRINSON FUNDS /s/Bruce G. Leto By: /s/ E. Thomas McFarlan - ------------------------- ------------------------------ Bruce G. Leto E. Thomas McFarlan Secretary President ATTEST: BRINSON PARTNERS, INC. /s/Michael J. Jacobs By: /s/Samuel W. Anderson - ------------------------- ------------------------------ Michael J. Jacobs Assistant Secretary EX-99.D8 13 INVESTMENT ADVISORY AGREEMENT-US LARGE CAP EQUITY EX-99.d8 INVESTMENT ADVISORY AGREEMENT AGREEMENT made this 24th day of November, 1997 by and between The Brinson Funds, a Delaware Business Trust (the "Trust") and Brinson Partners, Inc., a Delaware corporation (the "Advisor"). 1. Duties of the Advisor. The Trust hereby appoints the Advisor to act as investment advisor to the U.S. Large Capitalization Equity Fund (the "Series") for the period and on such terms set forth in this Agreement. The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Series, to continuously review, supervise and administer the investment program of the Series, to determine in its discretion the assets to be held uninvested, to provide the Trust with records concerning the Advisor's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Board of Trustees concerning the Advisor's discharge of the foregoing responsibilities. The Advisor shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Trustees of the Trust, and in compliance with the objectives, policies and limitations set forth in the Trust's Prospectus and Statement of Additional Information. The Advisor accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings, equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein. With respect to foreign securities, at its own expense, the Advisor may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, but it may not generally receive advice or recommendations regarding the purchase or sale of securities from such subsidiaries. 2. Portfolio Transactions. The Advisor shall provide the Series with a trading department and with respect to foreign securities, the Advisor is authorized to utilize the trading department of its foreign subsidiaries. The Advisor shall select, and with respect to its foreign subsidiaries, shall monitor the selection of, the brokers or dealers that will execute the purchases and sales of securities for the Series and is directed to use its best efforts to ensure that the best EX-99.d8 available price and most favorable execution of securities transactions for the Series are obtained. Subject to policies established by the Board of Trustees of the Trust and communicated to the Advisor, it is understood that the Advisor will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or in respect of the Series, or be in breach of any obligation owing to the Trust or in respect of the Series under this Agreement, or otherwise, solely by reason of its having caused the Series to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for the Series in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Advisor determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Advisor's overall responsibilities with respect to the accounts, including the Series, as to which it exercises investment discretion. The Advisor will promptly communicate to the officers and directors of the Trust such information relating to the Series transactions as they may reasonably request. 3. Compensation of the Advisor. For the services to be rendered by the Advisor as provided in Section 1 and 2 of this Agreement, the Series shall pay to the Advisor an annual management fee of 0.70% calculated on the Series' daily net assets to be paid to the Advisor within five business days after the end of each month. In the event of termination of this Agreement, the fee provided in this Section 3 shall be paid on a pro rata basis, based on the number of days when this Agreement was in effect. 4. Reports. The Series and the Advisor agree to furnish to each other such information regarding their operations with regard to their affairs as each may reasonably request. 5. Status of Advisor. The services of the Advisor to the Series are not to be deemed exclusive, and the Advisor shall be free to render similar services to others so long as its services to the Series are not impaired thereby. EX-99.d8 6. Liability of Advisor. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by the Advisor of its obligations and duties hereunder, the Advisor shall not be subject to any liability whatsoever to the Series, or to any shareholder of the Series, for any error of judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Series. 7. Duration and Termination. This Agreement shall become effective on November 24, 1997 provided that first it is approved by the Board of Trustees of the Trust, including a majority of those trustees who are not parties to this Agreement or interested persons of any party hereto, in the manner provided in Section 15(c) of the Investment Company Act of 1940, and by the holders of a majority of the outstanding voting securities of the Series; and shall continue in effect until November 24, 1999. Thereafter, this Agreement may continue in effect only if such continuance is approved at least annually by: (i) the Trust's Board of Trustees or, (ii) by the vote of a majority of the outstanding voting securities of the Series; and in either event by a vote of a majority of those trustees of the Trust who are not parties to this Agreement or interested persons of any such party in the manner provided in Section 15(c) of the Investment Company Act of 1940. This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of the holders of a majority of the outstanding voting securities of the Series on 60 days' written notice to the Advisor. This Agreement may be terminated by the Advisor at any time, without the payment of any penalty, upon 60 days' written notice to the Trust. This Agreement will automatically terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered or mailed postpaid, to the other party at the principal office of such party. EX-99.d8 As used in this Section 8, the terms "assignment", "interested person", and "a vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder. 8. Name of Advisor. The parties agree that the Advisor has a proprietary interest in the name "Brinson," and the Trust agrees to promptly take such action as may be necessary to delete from its corporate name and/or the name of the Series any reference to the name of the Advisor promptly after receipt from the Advisor of a written request therefore. 9. Severability. If any provisions of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of this 24th of November, 1997. ATTEST: THE BRINSON FUNDS By: /s/ Carolyn S. Burke By: /s/ Thomas J. Digenan -------------------------------- ------------------------------- Carolyn S. Burke Thomas J. Digenan Secretary Vice President ATTEST: BRINSON PARTNERS, INC. By: /s/ Catherine E. Macrae By: /s/ Samuel W. Anderson -------------------------------- ------------------------------- Catherine E. Macrae Samuel W. Anderson Assistant Secretary EX-99.E 14 DISTRIBUTION AGREEMENT EX-99.e DISTRIBUTION AGREEMENT THE BRINSON FUNDS 209 South LaSalle Street Chicago, Il 60604-1295 February 24, 1997 Funds Distributor, Inc. 60 State Street Suite 1300 Boston, Massachusetts 02109 Dear Sirs: This is to confirm that, in consideration of the agreements hereinafter contained, the above-named investment company (the "Fund") has agreed that you shall be, for the period of this agreement, the distributor of (a) shares of each Series of the Fund set forth on Exhibit A hereto, as such Exhibit may be revised from time to time (each, a "Series"). For purposes of this agreement the term "Shares" shall mean the authorized shares of each of the relevant Series of the Fund. 1. Services as Distributor 1.1 You will act as agent for the distribution of Shares covered by, and in accordance with, the Fund's registration statement and prospectus and statement of additional information then in effect under the Securities Act of 1933, as amended, and will transmit promptly any orders received by you for purchase or redemption of Shares to the Transfer Agent for the Fund of which the Fund has notified you in writing from time to time. 1.2 You agree to use your best efforts to solicit orders for the sale of Shares. It is contemplated that you may appoint sub-agents and enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms, and in so doing you will act only on your own behalf as principal and not as principal for the Fund. This Agreement shall not be construed as authorizing any securities dealer or other person to accept orders for sale or repurchase on our behalf or otherwise act as our agent for any purpose. However, the Fund and each Series retain the right to make direct sales of Shares consistent with the terms of the prospectus and statement of additional information relating to the Shares then in effect under the Securities Act of 1933, as amended, and applicable law, and to engage in other legally authorized transactions in Shares which do not involve the sale of Shares to the general public. Such other transactions may include, without limitation, transactions between the Fund or any Series or class and its shareholders only, transactions involving the reorganization of the Fund or any Series, and transactions involving the merger or combination of the Fund or any Series with another corporation or trust. 1 1.3 You shall act as distributor of Shares in compliance with all applicable laws, rules and regulations, including, without limitations, the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the National Association of Securities Dealers, Inc.'s (the "NASD") Rules of Fair Practice, Constitution and By-Laws. You represent and warrant that you are a broker-dealer registered with the Securities and Exchange Commission and that you are registered with the relevant securities regulatory agencies in all fifty states, the District of Columbia and Puerto Rico. You also represent and warrant that you are a member in good standing of the NASD and that you will maintain registration and membership for the life of the agreement. 1.4 Other than our prospectus and statement of additional information relating to the Shares then in effect under the Securities Act of 1933, as amended, you will not issue any sales material or statements except literature or advertising which conforms to the requirements of Federal and State securities laws and regulations and which have been filed, where necessary, with the appropriate regulatory authorities. You shall file Fund advertisements, sales literature and other marketing and sales related materials with the appropriate regulatory agencies and shall obtain such approvals for their use as may be required by the Securities and Exchange Commission, the NASD and/or state securities administrators. 1.5 The Fund may decline to accept any orders for, or make any sales of, any Shares until such time as it deems it advisable to accept such orders and to make such sales and the Fund shall advise you promptly of any such determination. 1.6 The Fund agrees to pay all costs and expenses in connection with the registration of Shares under the Securities Act of 1933, as amended, and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Fund hereunder, and all expenses in connection with the preparation and printing of the Fund's prospectuses and statements of additional information for regulatory purposes and for their distribution to shareholders; provided however, that the Fund shall not pay any of the costs of advertising or promotion for the sale of Shares pursuant to this agreement. You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any Series and class of the Fund's Shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. 1.7 The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions which may be reasonably necessary in the discretion of the Fund's officers in connection with the registration and/or qualification, as applicable, of Shares for sale in such states as you may designate to the Fund and the Fund may approve, and the Fund agrees to pay all reasonable expenses which may be incurred in connection with such qualification or registration. You shall pay all expenses connected with your own qualification as a dealer under state or Federal laws and, except as otherwise specifically provided in this agreement, all other expenses incurred by you in connection with the sale of Shares as contemplated in this agreement. 1.8 The Fund shall furnish you from time to time, for use in connection with the sale of Shares, such information with respect to the Fund or any relevant Series and the Shares as you may reasonably request, all of which shall be signed by one or more of the Fund's duly authorized officers; and the Fund warrants that the statements contained in any such information, when so signed by the Fund's officers, shall be true and correct. The Fund also shall furnish you 2 upon request with: (a) semi-annual reports and annual audited reports of the Fund's books and accounts made by independent public accountants regularly retained by the Fund, (b) semi-annual financial statements prepared by us; (c) registration statements; and (d) from time to time such additional information regarding the Fund's financial condition as you may reasonably request. 1.9 The Fund represents to you that all registration statements and prospectuses filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, with respect to the Shares and the Fund have been prepared in conformity with the requirements of said Acts and rules and regulations of the Securities and Exchange Commission thereunder. As used in this agreement the terms "registration statement" and "prospectus" shall mean any registration statement and prospectus, including the statement of additional information incorporated by reference therein, filed with the Securities and Exchange Commission and any amendments and supplements thereto which at any time shall have been filed with said Commission. The Fund represents and warrants to you that any registration statement and prospectus, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with said Acts and the rules and regulations of said Commission; that all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective; and that neither any registration statement nor any prospectus when such registration statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Fund may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Fund's counsel, be necessary or advisable. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Fund of a written request from you to do so, you may, at your option, terminate this agreement or decline to make offers of the Fund's securities until such amendments are made. The Fund shall not file any amendment to any registration statement or supplement to any prospectus without giving you reasonable notice thereof in advance; provided, however, that nothing contained in this agreement shall in any way limit the Fund's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. 1.10 The Fund authorizes you and any dealers with whom you have entered into dealer agreements to use any currently effective prospectus in the form furnished by the Fund in connection with the sale of Shares. The Fund agrees to indemnify, defend and hold you, your several officers and directors, and any person who controls you within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which you, your officers and directors, or any such controlling persons, may incur under the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, or common law or otherwise, arising out of or on the basis of any untrue statement, or alleged untrue statement, of a material fact required to be stated in either any registration statement or any prospectus or any statement of additional information, or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any 3 registration statement, any prospectus or any statement of additional information or necessary to make the statements in any of the aforementioned documents not misleading, except that the Fund's agreement to indemnify you, your officers or directors, and any such controlling person will not be deemed to cover any such claim, demand, liability or expense to the extent that it arises out of or is based upon any such untrue statement, alleged untrue statement, omission or alleged omission made in any registration statement, any prospectus or any statement of additional information in reliance upon information furnished by you, your officers, directors or any such controlling person to the Fund or a person that you reasonably believe is a person designated by the Fund for use in the preparation thereof, and except that the Fund's agreement to indemnify you and the Fund's representations and warranties set out in paragraph 1.9 of this Agreement will not be deemed to cover any liability to the Funds or their shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard in the performance of your obligations and duties under this Agreement ("Disqualifying Conduct"). The Fund's agreement to indemnify you, your officers and directors, and any such controlling person, as aforesaid, is expressly conditioned upon the Fund's being notified of any action brought against you, your officers or directors, or any such controlling person, such notification to be given by letter, by facsimile or by telegram addressed to the Fund at its address set forth above promptly after the summons or other first legal process shall have been served. The failure to so notify the Fund of any such action shall not relieve the Fund from any liability which the Fund may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Fund's indemnity agreement contained in this paragraph 1.10. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by you. In the event the Fund elects to assume the defense of any such suit and retain counsel of good standing approved by you, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, the Fund will reimburse you, your officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by you or them. The Fund's indemnification agreement contained in this paragraph 1.10 and the Fund's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to your benefit, to the benefit of your several officers and directors, and their respective estates, and to the benefit of any controlling persons and their successors. The Fund agrees promptly to notify you of the commencement of any litigation or proceedings against the Fund or any of its officers or Board members in connection with the issue and sale of Shares. 1.11 You agree to indemnify, defend and hold the Fund, its several officers and Board members, and any person who controls the Fund within the meaning of Section 15 of the Securities Act of 1933, as amended, free and harmless from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Fund, its officers or Board members, or any such controlling person, may incur under the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, or under common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board members, or such controlling person resulting from 4 such claims or demands, (a) shall arise out of or be based upon any Disqualifying Conduct, or (b) shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by you to the Fund specifically for use in the Fund's registration statement and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus or statement of additional information, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by you to the Fund and required to be stated in such answers or necessary to make such information not misleading. Your agreement to indemnify the Fund, its officers and Board members, and any such controlling person, as aforesaid, is expressly conditioned upon your being notified of any action brought against the Fund, its officers or Board members, or any such controlling person, such notification to be given by letter, by facsimile or by telegram addressed to you at your address set forth above promptly after the summons or other first legal process shall have been served. The failure so to notify you of any such action shall not relieve you from any liability which you may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of your indemnity agreement contained in this paragraph 1.11. You will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by you and approved by the Fund. In the event you elect to assume the defense of any such suit and retain counsel of good standing approved by the Fund, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in the case you do not elect to assume the defense of any such suit, you will reimburse the Fund, the Fund's officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the Fund or them. Your indemnification agreement contained in this paragraph 1.11 and your representations and warranties in this agreement shall remain operative and in full force and effect regardless of any investigation made by you or on behalf of you, your officers and directors, or any controlling person, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to the Fund's benefit, to the benefit of the Fund's officers and Board members, and their respective estates, and to the benefit of any controlling persons and their successors. You agree promptly to notify the Fund of the commencement of any litigation or proceedings against you or any of your officers or directors in connection with the issue and sale of Shares. 1.12 No Shares shall be offered by either you or the Fund under any of the provisions of this agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Fund if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act of 1933, as amended, or if and so long as a current prospectus as required by Section 10 of said Act, as amended, is not on file with the Securities and Exchange Commission or if the Fund or its Transfer Agent has notified you that Shares are not registered and/or qualified for sale in a given state or jurisdiction; provided, however, that nothing contained in this paragraph 1.12 shall in any way restrict or have an application to or bearing upon the Fund's obligation to repurchase any Shares from any shareholder in accordance with the provisions of the Fund's prospectus or charter documents. 5 1.13 The Fund agrees to advise you promptly in writing: (a) of any request by the Securities and Exchange Commission for amendments to the registration statement or prospectus then in effect or of additional information that materially affects you; (b) in the event of the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation of any proceeding for that purpose; (c) of the happening of any event which makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and (d) of all actions of the Securities and Exchange Commission with respect to any amendments to any registration statement or prospectus which may from time to time be filed with the Securities and Exchange Commission. 2. Offering Price Shares of any class of the Fund offered for sale by you shall be offered at a price per share (the "offering price") equal to (a) the net asset value (determined in the manner set forth in the Fund's charter documents) plus (b) a sales charge, if any and except to those persons set forth in the then-current prospectus, which shall be the percentage of the offering price of such Shares as set forth in the Fund's then-current prospectus. All Shares will be sold in the manner set forth in the Fund's then current prospectus and statement of additional information, and in compliance with applicable law. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. In addition, Shares of any class of the Fund offered for sale by you may be subject to a contingent deferred sales charge as set forth in the Fund's then-current prospectus. Any payments to dealers shall be governed by a separate agreement between you and such dealer and the Fund's then-current prospectus. 3. Orders for and Sales of Shares Orders for shares shall be directed to the Fund's Transfer Agent for acceptance on behalf of the Fund. Sales of Shares shall be deemed to be made when and where accepted by the Fund's Transfer Agent. 4. Term This Agreement shall become effective with respect to the Fund as of the date hereof and will continue for an initial one-year term and will continue thereafter so long as such continuance is specifically approved at least annually (i) by the Fund's Board or (ii) by a vote of a majority of the Shares of the Fund or the relevant Series, as the case may be, provided that in either event its continuance also is approved by a majority of the Board members who are not "interested persons" of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This agreement is terminable with respect to the Fund, 6 without penalty, on not less than sixty days' notice, by the Fund's Board of Trustees, by vote of a majority of the outstanding voting securities of such Fund, or by you. This Agreement will automatically and immediately terminate in the event of its "assignment." (As used in this Agreement, the terms "majority of the outstanding voting securities," "interested person" and "assignment" shall have the same meanings as such terms have in the Investment Company Act of 1940, as amended). You agree to notify the Fund immediately upon the event of your expulsion or suspension by the NASD. This Agreement will automatically and immediately terminate in the event of your expulsion or suspension by the NASD. 5. Miscellaneous 5.1 The Fund recognizes that, except to the extent otherwise agreed to by the parties hereto, your directors, officers and employees may from time to time serve as directors, trustees, officers and employees of corporations and business trusts (including other investment companies), and that you or your affiliates may enter into distribution or other agreements with such other corporations and trusts. 5.2 No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought. 5.3 This Agreement shall be governed by the internal laws of the Commonwealth of Massachusetts without giving effect to principles of conflicts of laws. 5.4 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. Please confirm that the foregoing is in accordance with your understanding and indicate your acceptance hereof by signing below, whereupon it shall become a binding Agreement between us. Very truly yours, THE BRINSON FUNDS By: /s/Thomas J. Digenan ----------------------------- Name: Thomas J. Digenan --------------------------- Title: Assistant Treasurer -------------------------- 7 Accepted: FUNDS DISTRIBUTOR, INC. By: /s/ Marie E. Connolly ------------------------------- Name: Marie E. Connolly ------------------------------ Title: President & CEO ---------------------------- 8 EXHIBIT A Series of the Funds ------------------- THE BRINSON FUNDS* Global Fund Global Equity Fund Global Bond Fund U.S. Balanced Fund U.S. Equity Fund U.S. Bond Fund Non-U.S. Equity Fund *Each Series above offers two separate classes of shares - the SwissKey Fund class and the Brinson Fund class. 9 EXHIBIT A Series of Funds --------------- THE BRINSON FUNDS* Global Fund Global Equity Fund Global Bond Fund U.S. Balanced Fund U.S. Equity Fund U.S. Bond Fund Non-U.S. Equity Fund U.S. Large Capitalization Equity Fund *Each Series offers three separate classes of shares-the SwissKey Fund class, the Brinson Fund-Class I shares, and the Brinson Fund-Class N shares. As amended November 24, 1997 10 EXHIBIT A Series of Funds --------------- THE BRINSON FUNDS* Global Fund Global Equity Fund Global Bond Fund U.S. Balanced Fund U.S. Equity Fund U.S. Bond Fund Non-U.S. Equity Fund U.S. Large Capitalization Equity Fund U.S. Large Capitalization Growth Fund U.S. Small Capitalization Fund High Yield Bond Fund Emerging Markets Equity Fund Emerging Markets Debt Fund *Each Series offers three separate classes of shares-the UBS Investment Funds shares, the Brinson Fund-Class I shares, and the Brinson Fund-Class N shares. This Amendment has been agreed to as of this 24th day of August, 1998 by the undersigned. THE BRINSON FUNDS Name: /s/ E. Thomas McFarlan ---------------------- By: E. Thomas McFarlan Title: President Accepted: FUNDS DISTRIBUTOR, INC. Name: /s/ Marie E. Connolly --------------------- By: Marie E. Connolly Title: President and Chief Executive Officer 11 EX-99.G 15 MULTIPLE SERVICES AGREEMENT-MORGAN STANLEY & REGIST EX-99.g MULTIPLE SERVICES AGREEMENT This AGREEMENT is effective May 9, 1997, and is between Morgan Stanley Trust Company, a New York state chartered trust company (the "Bank"), and The Brinson Funds, a Delaware business trust (the "Customer") on behalf of its separate series of shares representing interests in separate portfolios which are listed on Schedule B1, as may be amended from time to time ("Series"). WHEREAS, Customer is an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act") as an open-end investment company; and WHEREAS, the Customer desires to enter into one agreement providing for the furnishing of global custody, administrative, accounting and transfer agency services to the Series; and WHEREAS, the Bank desires to furnish such services to the Customer or to arrange for the furnishing of such services through the use of certain agents; NOW, THEREFORE, IT IS AGREED AS FOLLOWS I. GLOBAL CUSTODY SERVICES ----------------------- The Customer hereby appoints the Bank as its global custodian to the Series, and the Bank hereby accepts such appointment. This Section I. of this Multiple Services Agreement (the "Agreement") relates solely to the provision of global custody services to the Customer. 1. Customer Accounts. The Bank agrees to establish and maintain the following accounts ("Accounts"): Separate custody accounts for each Series in the name of the Customer on behalf of each such Series as listed in Schedule Bl for any and all stocks, shares, bonds, debentures, notes, mortgages or other obligations for the payment of money, bullion, coin and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe to the same or evidencing or representing any other rights or interests therein and other similar property whether certificated or uncertificated as may be received by the Bank or its Subcustodian (as defined in Sub-section 3 of this Section I.) for the account of the Customer on behalf of a Series ("Securities") and any and all cash equivalents. Prior to the delivery of any Assets (as defined hereinafter) by the Customer to the Bank, the Customer shall deliver to the Bank each applicable document or other item listed in Schedule B2, which schedule may be amended from time to time by the Customer and the Bank. The Customer warrants its authority to: 1) deposit the cash and Securities ("Assets") received in the Accounts and 2) give Instructions (as defined in Sub- section 11 of this Section I.) concerning the Accounts. Such Instructions shall specifically indicate to which Series such Assets belong or, if such Assets belong to more than one Series, shall allocate such Assets to the appropriate Series. The Bank may deliver securities of the same type and class in place of those deposited in the Accounts. Upon receipt of Instructions and appropriate documentation, the Bank shall establish additional Accounts, which shall be separately accounted for as additional Accounts under the terms of this Agreement. The procedures the Bank and the Customer will use in performing activities in connection with this Agreement are set forth in a client services guide provided to the Customer by the Bank, as such guide may be amended from time to time by the Bank (the "Client Services Guide") with the consent of the Customer; provided, however, that any customer enhancement or amendments deemed necessary by the Bank in order to comply with existing or new rules, regulations or market practices, in any jurisdiction, may be made by the Custodian without the consent of the Customer. Any Customer specific procedures which are included in the Client Services Guide must be agreed to or changed in writing by both parties and such Customer specific procedures shall be deemed to be a part of this Agreement. 2. Maintenance of Securities and Cash at Bank and Subcustodian Locations. Unless Instructions specifically require another location, securities will be held in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for payment or where such Securities are acquired. 3. Subcustodians and Securities Depositories. Subject to the provisions of Sub-section 2 above of this Section I., the Assets held for each Series may be held in custody and deposit accounts that have been established by the Bank (i) with one or more domestic or foreign banks or other institutions as listed on Schedule Al (the "Subcustodians"), as such Schedule may be amended from time to time by the Bank by ninety (90) days' written notice to the Customer, or (ii) through the facilities of one or more securities depositories or clearing agencies as listed on Schedule A2, as such Schedule may be amended from time to time by the Bank by sixty (60) days' prior written notice to the Customer. Any Subcustodian may hold Assets of the Customer in a securities depository and may utilize a clearing agency. Each of the entities listed on Schedule Al are "Eligible Foreign Custodians" (as such term is defined in Rule 17f-5(c)(2) of the Investment Company Act of 1940 (the "1940 Act")), except as otherwise noted on Schedule Al. Each of the entities listed on Schedule A2 are "Eligible Foreign Custodians" or "Securities Depositories" as such term is defined in Rule 17f-4(a) and (b) of the 1940 Act, or have been so qualified by exemptive order, rule or other appropriate action of the SEC, except as otherwise noted on Schedule A2; provided, however, that although the Bank is of the opinion that each of the securities depositories used by it does operate either a central system for handling securities in their respective countries or a 2 transnational system for the central handling of securities or equivalent book- entries, the determination that a securities depository operates a central system absent any official proclamation by the SEC is a factual one and the Bank shall not be liable for any future determination by the SEC that any such securities depository does not in fact operate such a central system. The Customer will given reasonable notice by the Bank of any amendment to Schedule Al or A2. Upon request by the Customer, the Bank will identify the name, address and principal place of business of any Subcustodian of the Customer's Assets and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian. 4. Use of Subcustodian. (a) The Bank will identify the Assets on its books as belonging to the Customer on behalf of a particular Series. (b) A Subcustodian will hold such Assets together with assets belonging to other customers of the Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of the Bank. In the event the Subcustodian holds Assets in a securities depository, such Subcustodian shall be required by its agreement with the Bank to identify on its books such Assets as being held for the account of the Bank as custodian for its customers or in such other manner as is required by local law or market practice. (c) Any Assets in the Accounts held by a Subcustodian will be subject only to the instructions of the Bank or its agent. Any Securities held in a securities depository for the account of a Subcustodian will be subject only to the instructions of such Subcustodian or its agent. (d) Any agreement the Bank enters into with a Subcustodian for holding the Customer's Assets shall provide that: (i) the Account will be adequately indemnified and its assets adequately insured in the event of a loss; (ii) the Assets are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration; (iii) beneficial ownership of such Assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) adequate records will be maintained identifying the Assets held pursuant to such Agreement as belonging to the Bank on behalf of Customer; (v) the independent public accountants of or designated by, the Customer, will be given access to or confirmation of the contents of the books and records of such Subcustodian relating to its actions under its agreement pertaining to any Assets held by it thereunder; and (vi) Customer will receive periodic reports with respect to the safekeeping of the Assets, including notification of any transfer to or from the Customer's account. (e) The Bank shall deliver to the Customer annually documents stating: (i) the identity of each Subcustodian then acting on behalf of the Bank and the name and address of the 3 governmental agency or other regulatory authority that supervises or regulates such Subcustodian; (ii) the countries in which each Subcustodian is located; and (iii) so long as Rule 17f-5 of the 1940 Act requires the Customer's Board of Trustees to directly approve its foreign custody arrangements, such other information relating to such Subcustodians as may reasonably be requested by the Customer to ensure Customer's compliance with Rule 17f-5 of the 1940 Act. The Bank shall furnish annually to the Customer information concerning such Subcustodians similar in kind and scope as that furnished to the Customer in connection with the initial approval of this Agreement. Bank agrees to provide Customer with notice of any material adverse changes in the facts or circumstances upon which such information is based as soon as practicable after it becomes aware of any such material adverse changes in the normal course of its custodian activities. 5. Cash Transactions. (a) All cash received by the Bank for each of the Accounts shall be held by the Bank as a short-term credit balance in favor of the Customer on behalf of the Series to which the Account relates and, because the Bank and the Customer have agreed in writing in advance that such credit balances shall bear interest, the relevant Series shall earn interest at the rates and times as agreed between the Bank and the Customer. The Customer acknowledges that any such credit balances shall not be accompanied by the benefit of any governmental insurance. (b) The Bank or its Subcustodians will make cash payments from the Account upon receipt of Instructions. (c) In the event that any payment to be made under this Sub-section 5 exceeds the funds available in an Account, the Bank, in its discretion, may advance the Customer on behalf of the relevant Series whose Assets are held in such Account such excess amount which shall be deemed a short-term credit extension which is (i) necessary in connection with payment and clearance of securities and foreign exchange transactions or (ii) pursuant to an agreed schedule, as and if set forth in the Client Services Guide, of credits for dividends and interest payments on the Assets. Such credit extensions shall be payable on demand, bearing interest at the rate customarily charged by the Bank on similar loans and consistent with the fee schedule set forth on Schedule F. (d) If the Bank credits an Account on a payable date, or at any time prior to actual collection and reconciliation to the Account, with interest, dividends, redemptions or any other amount due, the Customer on behalf of and from the Assets of the Series to which the Account relates will promptly return any such amount upon written notification: (i) that such amount has not been received in the ordinary course of business, or (ii) that such amount was incorrectly credited. If the Customer on behalf of and from the Assets of the Series to which the Account relates does not promptly return any amount upon such notification, the Bank shall be entitled, upon written notification to the Customer, to reverse such credit by debiting the Account for the amount previously credited. The Bank shall be entitled to charge the Customer on behalf of the Assets of the Series in the Account interest for any such credit extension at rates to be agreed upon from time to time or, if such credit is arranged by the Bank with a third party on behalf of 4 the Series, the Customer out of the Series' assets shall reimburse the Bank for any interest charge. In addition to any other remedies available, with respect to the extension of credit to a particular Series, the Bank shall be entitled to a right of set-off against the Assets of such Series to satisfy the repayment of such credit extension and the payment of, or reimbursement for, accrued interest thereon. (e) The Bank shall provide the Customer by 9:45 a.m. Eastern time, in a format mutually agreed upon by both parties, the Customer's opening U.S. Dollar cash balance in each Account, as well as cash projection activity known to the Bank on each business day that the Bank is open or authorized to transact business in the State of New York. Cash activity from Class level shareholder activity available to the Bank by 9:00 a.m. Eastern time will be included in this cash forecast. Other cash activity reported to the Bank by 9:15 a.m. Eastern time, such as futures variation margins, fund expenses and collateral movements related to futures and swap contracts will be included in the cash forecast. The Customer shall be entitled to rely on such cash projection information supplied by the Bank to the Customer and, notwithstanding any other provision of this Agreement, the Bank shall be liable to and shall indemnify the Customer for any losses or damages suffered by the Customer as a result of such reliance. 6. Custody Account Transactions. (a) Securities will be transferred, exchanged or delivered by the Bank or its Subcustodian upon receipt by the Bank of Instructions. Settlement and payment for Securities received for, and delivery of Securities out of, the Accounts may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs. Under all circumstances, Bank shall use its reasonable efforts to make delivery of Securities to a purchaser, dealer or their agents only against payment subject to local custom and regulations. Delivery of Securities out of an Account may also be made in any other manner specifically required by Instructions. (b) The Bank, upon receipt of Instructions, will credit or debit an Account on a contractual settlement date, if consistent with applicable law, with cash or Securities with respect to any sale, exchange or purchase of Securities. Otherwise, such transactions will be credited or debited to an Account on the date cash or Securities are actually received by the Bank and reconciled to such Account. 7. Actions of the Bank. The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will: (a) Present for payment any Securities which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation, to the extent that the Bank or Subcustodian is actually aware of such opportunities. 5 (b) Execute in the name of the Customer such ownership and other certificates as may be required to obtain payments in respect of Securities. (c) Exchange interim receipts or temporary Securities for definitive Securities. (d) Issue statements to the Customer, at times mutually agreed upon, identifying the Assets in the Accounts. (e) Receive and collect all income and principal with respect to Securities and to credit cash receipts to the Accounts. (f) Take non-discretionary action on mandatory corporate actions. (g) Pay or cause to be paid, from the Accounts, any and all taxes and levies of any nature imposed on the Assets by any governmental authority in connection with custody of and transactions in such Assets. (h) In general, attend to all nondiscretionary details in connection with the custody, sale, purchase, transfer and other dealings with the Assets held in the Accounts. The Bank will send the Customer an advice or notification of any transfers of Assets to or from the Accounts. Such statements, advices or notifications shall indicate the identity of the entity having custody of the Assets. Unless the Customer sends the Bank a written exception or objection to any Bank statement within ninety (90) days of receipt, the Customer shall be deemed to have approved such statement. All collections of funds or other property paid or distributed in respect of Securities in the Accounts shall be made at the risk of the Customer. The Bank shall have no liability for an loss occasioned by delay in the actual receipt of notice by the Bank or by its Subcustodians of any payment, redemption or other transaction regarding Securities in the Accounts in respect of which the Bank has agreed to take any action under this Agreement. 8. Corporate Actions; Proxies; Tax Reclaims. (a) Corporate Actions. Whenever the Bank receives information concerning the Securities which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to securities holders ("Corporate Actions"), the Bank will give the Customer notice of such Corporate Actions to the extent that the Bank's central corporate actions department has actual knowledge of a Corporate Action in time to notify its customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date, the Bank will endeavor to obtain Instructions, as defined in Sub-section 11 of this Section I., but if 6 Instructions are not received in time for the Bank to take timely action, or actual notice of such Corporate Action was received too late to seek Instructions, the Bank is authorized to act in accordance with the default option provided by local market practice and/or the issuer of the Securities. Fractional interests resulting from Corporate Action activity shall be treated in accordance with local market practices. The Bank shall be held harmless for any such action provided such action was made in good faith. The indemnification provision of this Sub-section 8(a) will survive the termination of this Agreement. (b) Proxy Voting. The Bank will provide proxy voting services only pursuant to the Client Services Guide. Proxy voting services may be provided by the Bank or, in whole or in part, by one or more third parties appointed by the Bank (which may be affiliates of the Bank). (c) Tax Reclaims. (i) Subject to the provisions hereof and the receipt of Instructions as described in the Client Services Guide, the Bank will timely apply for or facilitate the application for a reduction of withholding tax and any refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Securities for the benefit of the Customer which the Bank believes may be available to such Customer. The Bank shall notify the Customer that it is making such application for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Securities for the benefit of Customer. (ii) The provisions of tax reclaim services by the Bank is conditional upon the Bank receiving from the beneficial owner of Securities (A) a declaration of its identity and place of residence and (B) certain other documentation (pro forma copies of which are available from the Bank). The Bank shall use reasonable means to notify Customer of the declarations, documentation and information which the Customer is to provide to Bank in order for the Bank to perform the tax reclaim services described herein. The Customer acknowledges that, if the Bank does not receive such information, additional United Kingdom taxation will be deducted from all income received in respect of Securities issued outside the United Kingdom and that U.S. non-resident alien tax or U.S. backup withholding tax will be deducted from U.S. source income. The Customer shall provide to the Bank such documentation and information as it may require in connection with taxation, and warrants that, when given, this information shall be true and correct in every respect, not misleading in any way, and contain all material information. The Customer undertakes to notify the Bank immediately if any such information requires updating or amendment. (iii) The Bank shall not be liable to the Customer or any third party for any tax, fines or penalties payable by the Bank or the Customer, and shall be indemnified accordingly, whether these result from the inaccurate completion of documents by the Customer or any third party, or as a result of the provision to the Bank or any third party of inaccurate or misleading information or the withholding of material information by the Customer or any other third party, 7 or as a result of any delay of any revenue authority or any other matter beyond the control of the Bank. The provisions of this Sub-section 8(c)(iii) shall survive the termination of this Agreement. (iv) The Customer confirms that the Bank is authorized to deduct from any cash received or credited to the Accounts any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Accounts. (v) The Bank shall perform tax reclaim services only with respect to taxation levied by the revenue authorities of the countries notified to the Customer from time to time and, upon Instructions as described in the Client Services Guide, the Bank may, if the Bank offers tax reclaim services in new markets, supplement or amend the markets in which the tax reclaim services are offered. Other than as expressly provided in this sub-clause and to the extent that the Bank acts in accordance with the information provided on Schedule B2, the Bank shall have no responsibility with regard to the Customer's tax position or status in any jurisdiction. (vi) The Customer confirms that the Bank is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the Customer or the Securities and/or Cash held for the Customer for the purpose of obtaining tax reclaims only. This provision does not authorize any other disclosure to any revenue authority or any governmental body without the prior written consent of Customer. (vii) Tax reclaim services may be provided by the Bank or, in whole or in part, by one or more third parties appointed by the Bank (which may be affiliates of the Bank); provided that the Bank shall be liable for the performance of any such third party to the same extent as the Bank would have been if it performed such services itself. (viii) The Bank shall monitor tax reclaims and report on such reclaims on a monthly basis. 9. Nominees. Securities which are ordinarily held in registered form may be registered in the name of the Bank, Subcustodian or securities depository or any of their nominees, as the case may be. The Bank may without notice to the Customer cause any such Securities to cease to be registered in the name of any such nominee and to be registered in the name of the Customer. Under no circumstances, shall any of the Securities be registered in the name of Brinson Partners, Inc. unless the Bank has been instructed otherwise. In the event that any Securities registered in a nominee name are called for partial redemption by the issuer, the Bank may allot the called portion to the respective beneficial holders of such class of security in any manner the Bank deems to be fair and equitable. Where the Bank has been instructed by the Customer to hold any Securities in the name of any person or entity other than the Bank, its Subcustodian or any such entity's nominee, the 8 Bank shall not be responsible for any failure to collect such dividends or other income or participate in any such corporate action with respect to such Securities. 10. Authorized Persons. As used in this Agreement, the term "Authorized Person" means persons as have been designated on Schedule B3, or entities as have been designated on Schedule B4, as such Schedules may be amended from time to time by written notice from the Customer or its designated agent to act on behalf of the Customer under this Agreement. Such persons or entities shall continue to be Authorized Persons until such time as the Bank receives Instructions that any such person or entity is no longer an Authorized Person. Prior to the delivery of the Assets to the Bank, the Bank shall provide to Customer a list of designated system user ID numbers and passwords that the Customer shall be responsible for assigning to Authorized Persons. The Bank shall assume that an electronic transmission received and identified by a system user ID number and password was sent by an Authorized Person. The Bank agrees to provide additional designated system user ID numbers and passwords as needed by the Customer. The Customer authorizes the Bank to issue new system user ID numbers upon the request of a previously existing Authorized Person. Upon the issuance of additional system user ID numbers by the Bank to the Customer, Schedule B4 shall be deemed automatically amended accordingly. The Customer authorizes and instructs the Bank to assume that a facsimile transmission received which sets forth only the typed name of an Authorized Person is an Instruction sent by an Authorized Person. The Customer authorizes the Bank to receive, act and rely upon any Instructions received by the Bank which have been issued, or purport to have been issued, by an Authorized Person. Any Authorized Person may cancel/correct or otherwise amend any Instruction received by the Bank, but the Customer agrees to indemnify the Bank for any liability, loss or expense incurred by the Bank and its Subcustodians as a result of their having relied upon or acted in good faith on any prior Instruction. The Bank will use its reasonable efforts to process trades once the trades have settled, upon receipt of an amendment or cancellation of an Instruction to deliver or receive any security or funds with respect to such trades. 11. Instructions. The term "Instructions" for purposes of Section I. of this Agreement means instructions of any Authorized Person received by the Bank, via telex, facsimile transmission, bank wire, SWIFT or other teleprocess or electronic instruction or trade information system acceptable to the Bank which the Bank reasonably believes in good faith to have been given by Authorized Persons or by such other means as may be agreed in writing by Bank and Customer or which are transmitted with proper testing or authentication pursuant to terms and conditions which the Bank may specify and provided that such Instructions are timely received by the Bank. Unless otherwise expressed, Instructions shall continue in full force and effect until canceled or superseded. The Customer shall be responsible for safeguarding any testkeys, identification codes or other security devices which the Bank shall make available to the Customer or its Authorized Persons. 9 II. ADMINISTRATIVE, ACCOUNTING AND TRANSFER AGENCY SERVICES The Customer hereby appoints the Bank as its administrative, accounting services and transfer agent to the Series, and the Bank hereby accepts such appointment. This Section II. of this Agreement relates solely to the provision of administrative, accounting and transfer agency services to the Customer and its Series. For purposes of this Section II., the term "Bank" shall include the Bank and its agents. A. Administrative Services 1. Services. Subject to the succeeding provisions of this section and subject to the direction and supervision of the Board of Trustees of the Customer, Bank shall provide to Customer and each of the Series administrative services as set forth in Schedule C attached hereto and incorporated by reference into this Agreement. In addition to the obligations set forth in Schedule C, the Bank, in its capacity as administrator for the Customer and each of the Series ("Administrator"), shall: (i) provide its own office space, facilities, equipment and personnel for the performance of its duties under this Section II.A. of this Agreement; and (ii) take all actions the Bank deems necessary to properly execute administration on behalf of the Series. 2. Cooperation of Other Parties. So that the Bank may perform its duties under the terms of this Agreement, the Board of Trustees of the Customer shall direct the officers, investment adviser, legal counsel, independent accountants and other agents of the Customer to cooperate with the Bank in performing administrative services hereunder and, upon request of the Bank, to provide such information, documents and advice as is within the possession or knowledge of such persons provided that no such person need provide any information to the Bank if to do so would result in the loss of any privilege with respect to such information unless the Customer elects to waive such privilege. In the event that the Customer does not elect to waive such privilege, the Bank shall not be liable for and shall be indemnified against any losses directly resulting from the failure to deliver such information, documents or advice. In connection with its duties hereunder, the Bank shall be entitled to rely, and shall be held harmless by the Customer when acting in reliance upon the instruction, advice or any documents relating to the Customer as provided to the Bank by any of the aforementioned persons provided that such reliance is reasonable. The indemnification provisions of this Sub-section 2 of this Section II.A. shall survive the termination of the Agreement. 3. Compliance with Laws and Other Requirements. Any activities performed by the Bank under this Section II.A. of this Agreement shall conform to the requirements of: 10 (a) the provisions of the 1940 Act and of any rules or regulations in force thereunder; (b) any other applicable provision of state and Federal law; (c) the provisions of the Declaration of Trust and the By-Laws of the Customer, as amended from time to time; (d) any policies and determinations of the Board of Trustees of the Customer provided to the Bank in writing; and (e) the fundamental policies of the Series as reflected in the Customer's registration statement on Form N-lA ("Form N-lA") under the 1940 Act and the Securities Act of 1933 (the "1933 Act") and any amendments thereto. 4. Non-Exclusivity. Nothing in this Agreement shall prevent the Bank or any officer or employee thereof from acting as administrator for or with any other person, firm, corporation or trust. While the administrative services supplied to the Customer and the Series may be different than those supplied to other persons, firms, corporations or trusts, the Bank shall provide the Customer and the Series equitable treatment in supplying services. The Bank agrees to maintain the records and all other information of the Customer and the Series as required by the 1940 Act and shall not use such information for any purpose other than the performance of the Bank's duties under this Agreement. B. Accounting Services 1. Services. The Bank, in its capacity as accounting services agent for the Customer and the Series ("Accounting Agent"), will in addition to the duties and functions listed below, perform accounting services listed in Schedule D attached hereto. 2. Instructions. For purposes of this Section II.B. of this Agreement: (a) Oral Instructions shall mean an authorization, instruction, approval, item or set of data, or information of any kind transmitted to the Bank in person or by telephone, telegram, telecopy, or other mechanical or documentary means lacking a signature, by an Authorized Person, as defined in Sub-section 10 of Section I. of this Agreement or by any of the Customer's officers, employees, shareholders or other agents reasonably believed by Bank to be authorized to give such Oral Instructions. 11 (b) Written Instructions shall mean an authorization, instruction, approval, item or set of data or information of any kind transmitted to the Bank in original writing containing original signatures or a copy of such document transmitted by telecopy or facsimile transmission including transmission of such signature reasonably identified to the Bank to be the signature of an Authorized Person, as defined in Sub-section 10 of Section I. of this Agreement or by any of the Customer's officers, employees, shareholders or other agents reasonably believed by Bank to be authorized to give such Written Instructions. 3. Maintenance of Accounts and Records. To the extent the Bank receives the necessary information from the Customer or its agents by Written or Oral Instructions, the Bank shall maintain and keep current the following Accounts and Records relating to the Customer's business in such form as may be agreed upon between the Customer and the Bank: (a) Net Asset Value Calculation Reports; (b) cash Receipts Journal; (c) cash Disbursements Journal; (d) dividends Paid and Payable Schedule; (e) purchase and Sales Journals - Portfolio Securities; (f) security Ledgers - Transaction Report and Tax Lot Holdings Report; (g) broker Ledger - Commission Report; (h) daily Expense Accruals; (i) daily Interest Accruals; (j) daily Trial Balance; (k) portfolio Interest Receivable and Income Journal; (1) portfolio Dividend Receivable and Income Register; (m) listing of Portfolio Holdings - showing cost, market value and percentage of portfolio comprised of each security; (n) average daily net assets provided on monthly basis; and (o) daily accounting reports as agreed to by the parties. 12 The necessary information to perform the above functions and the calculation of each Series' net asset value as provided below, is to be furnished by Written or Oral Instructions to the Bank daily (in accordance with the time frame identified in Sub-section 7 of this Section II.B.). 4. Calculation of Net Asset Value. The Bank shall perform the calculations necessary to calculate each Series' net asset value daily, in accordance with: (i) the Customer's Advisory Agreements and Declaration of Trust; (ii) the provisions of the Customer's Form N-lA; and (iii) any other procedures approved by the Board of Trustees of the Customer and supplied to the Bank by the Customer in writing. Portfolio items for which market quotations are available by the Bank's use of automated financial information services which shall be authorized the Customer in writing to the Bank ("Services") shall be based on the closing prices of such Services except where the Customer has given or caused to be given specific Written Instructions to utilize a different value. Restricted securities and other securities requiring valuation not readily ascertainable solely by such Services shall be given values as the Customer provides by Written Instructions. The Bank shall not have any responsibility or liability for: (i) the accuracy of prices quoted by any of the Services; (ii) the accuracy of any information supplied by the Customer; or (iii) for any loss, liability, damage, or cost arising out of any inaccuracy, delay or omissions from such data provided by the Services or the Customer. The Bank shall have no responsibility or duty to include information or valuations to be provided by the Customer in any computation unless and until it is timely supplied to the Bank in usable form. The Bank shall record corporate action information of which it has become aware in its capacity as Custodian for Customer or from the Services or the Customer. The Bank shall not have any duty to gather or record corporate action information not supplied by these sources. The Bank will not be responsible for any losses, damages or costs to the Customer, the Series or its shareholders for any price errors caused by: the Customer, the Series, its advisers, corporate action and dividend information, or any other party other than the Bank itself. 5. Authority to Act Upon Receipt of Instructions. For all purposes under Section II.B. of this Agreement, the Bank is authorized to act upon receipt of any Written or Oral Instruction. The Customer agrees to provide Written Instructions to the Bank with respect to trade confirmation and cash instruction. The Bank shall be entitled to rely on any Oral or Written Instruction received. For any act or omission undertaken in compliance with such Oral or Written Instruction received, the Bank shall be free of liability and fully indemnified and held harmless by the Customer, provided, however, that in the event an Oral or Written Instruction received by the Bank is countermanded by a timely later Oral or Written Instruction received by the Bank prior to acting upon such countermanded Instruction, the Bank shall act upon such later Oral or Written Instruction. The indemnification provisions of this Sub-section 5 shall survive termination of this Agreement. 13 6. Provision of Reports. The Bank shall promptly supply daily and periodic reports to the Customer as requested by the Customer and agreed upon by the Bank. 7. Provision of Information by the Customer. The Customer shall provide to the Bank or shall cause to be provided to the Bank as of the close of each business day or on such other schedule as the Bank determines is necessary, Oral or Written Instructions containing any additional data or information necessary for the Bank to maintain the Customer's and the Series' Accounts and Records. Such Oral or Written Instructions shall be delivered to the Bank no later than 11:00 a.m., Eastern time the following business day. 8. Adoption of Additional Procedures. In connection with and in furtherance of the rendering of services under this Section II.B., the Bank and the Customer may from time to time adopt such procedures as agreed upon in writing, and the Bank may conclusively assume that any procedure approved by the Customer or direction by the Customer does not conflict with or violate any requirements of the Customer's Declaration of Trust, By-Laws, or any rule or regulation of any regulatory body or governmental agency. C. Transfer Agency Services 1. Services. The Bank, in its capacity as transfer agent to the Customer and the Series ("Transfer Agent") will, in addition to the duties and functions listed below, perform the duties and functions of a transfer agent for an open-end investment company as listed in Schedule E attached hereto. The terms as defined in this Section II.C. wherever used in this Section II.C., or in any amendment or supplement with respect to this Section II.C., shall have the meanings herein specified unless the context otherwise requires. Share Certificates shall mean the certificates representing shares of beneficial interest of the Series. Shareholders shall mean the registered owners of the Shares of the Series in accordance with the share registry records maintained by the Bank. Shares shall mean the issued and outstanding shares of the Series. Signature Guarantee shall mean the guarantee of signatures by an "eligible guarantor institution" as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Eligible guarantor institutions include banks, brokers, dealers, 14 credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations. Broker-dealers guaranteeing signatures must be members of a clearing corporation or maintain net capital of at least $100,000. Signature guarantees will be accepted from any eligible guarantor institution which participates in a signature guarantee program. 2. Issuance of Shares. The Bank, as Transfer Agent, shall make original issuances of Shares in accordance with Sub-sections 7 and 8 of this Section II.C. of this Agreement and with the Customer's Declaration of Trust upon the written request of the Customer and upon being furnished with: (i) a certified copy of a resolution or resolutions of the Board of Trustees of the Customer authorizing such; and (ii) necessary funds for the payment of any original issue tax applicable to such additional Shares. 3. Transfer of Shares. Transfers of Shares shall be registered and new Shares issued by the Bank upon redemption of outstanding Shares: (a) in the form deemed by the Bank to be properly endorsed for transfer; (b) with all necessary endorser's signatures as required to be guaranteed in accordance with the Customer's Form N-lA; (c) upon receipt of such assurances as the Bank shall deem necessary or appropriate to evidence the genuineness and effectiveness of each necessary endorsement; and (d) upon receipt of satisfactory evidence of compliance with all applicable laws relating to the payment or collection of taxes. 4. Reliance on Applicable Law. In registering transfers, the Bank, as Transfer Agent, will comply with applicable law relating to its activities as Transfer Agent for the Customer. 5. Maintenance of Records. The Bank will maintain records in the usual form in which it will note the issuance, transfer and redemption of Shares. The Bank is responsible for providing reports of Share purchases, redemptions and total Shares outstanding on the next business day after each net asset value calculation. The Bank is authorized to keep records, which will be part of the transfer records, in which it will note the names and registered address of Shareholders and the number of Shares and fractions thereof held by them. 15 6. Reliance Upon Lists, Instructions or Other Instruments. The Bank, as Transfer Agent, may rely conclusively and act without further investigation upon any list, instruction, certification, authorization or other instrument or paper believed by it in good faith to be genuine and unaltered, and to have been signed, countersigned, or executed by a duly authorized person or persons, or upon the instructions of any officer of the Customer, or upon the advice of counsel for the Customer or for the Bank. The Bank may record any transfer of Shares which is reasonably believed by it to have been duly authorized or may refuse to record any transfer of Shares if in good faith, the Bank, in its capacity as Transfer Agent, deems such refusal necessary in order to avoid any liability on the part of either the Series or the Bank. The Customer agrees to indemnify and hold the Bank harmless from and against any and all losses, costs, claims, and liability which it may suffer or incur by reason of so relying or acting or refusing to act, except for actions taken pursuant to advice of the Bank's counsel and actions resulting from the Bank's negligence or lack of good faith. The Bank shall maintain and reconcile all operating bank accounts necessary to facilitate all transfer agency processes; including, but not limited to, distribution disbursements, redemptions and payment clearance accounts. The indemnification provisions of this Sub-section II.C.6. shall survive the termination of this Agreement. 7. Processing of Purchase Orders. Prior to the daily determination of net asset value in accordance with the Customer's Declaration of Trust and Form N-lA, the Bank shall process all purchase orders received since the last determination of each Series' net asset value. The Bank shall place a purchase order daily with the appropriate Series for the proper number of Shares and fractional Shares to be Purchased and confirm such number to the Customer in writing. 8. Issuance and Crediting of Shares. The proper number of Shares and fractional shares shall then be issued daily and credited by the Bank to the Shareholder Registration Records. The Shares and fractional Shares purchased for each Shareholder will be credited by the Bank to that Shareholder's account. The Bank shall mail to each Shareholder a confirmation of each purchase, with copies to the Customer as requested by the Customer. Such confirmations will show the prior Share balance, the new Share balance, the amount invested and the price paid for the newly purchased Shares. 9. Daily Processing of Redemption Requests. The Bank shall, prior to the daily determination of net asset value in accordance with the Customer's Declaration of Trust and Form N-1A, process all requests from Shareholders to redeem Shares and determine the number of Shares required to be redeemed to make monthly payments, automatic payments or the like. Thereupon, the Bank shall advise the Customer of total number of Shares available for redemption and the number of Shares and fractional Shares 16 requested to be redeemed. The Bank shall furnish the Customer with an appropriate confirmation of the redemption and process the redemption by making the proper distribution and application of the redemption proceeds in accordance with the Customer's Declaration of Trust and Form N-1A then in effect. The registry books recording outstanding Shares, the Shareholder Registration Records and the individual account of the Shareholder shall be properly debited. 10. Redemptions After Recent Purchase. With respect to redemption of Shares which have been purchased within fifteen (15) calendar days of a redemption request, the Customer shall provide the Bank, from time to time, with Written Instructions concerning the time within which such requests may be honored. III. GENERAL PROVISIONS ------------------ 1. Standard of Care; Liabilities - Section I. (a) With respect to Section I. of this Agreement, the Bank shall be responsible for the performance of only such duties as are set forth in Section I. of this Agreement or expressly contained in Instructions which are consistent with the provisions of Section I. of this Agreement as follows: (i) The Bank will use reasonable care with respect to its obligations under this Agreement and the safekeeping of Assets. The Bank shall be liable to the Customer for any loss which shall occur as the result of the negligence or willful misconduct of the Bank or a Subcustodian with respect to the safekeeping of such Assets. In the event of any loss to the Customer or Series by reason of the failure of the Bank or its Subcustodian to utilize reasonable care, the Bank shall be liable to the Customer and the Series only to the extent of the Customer's actual damages. (ii) The Bank will not be responsible for any act, omission, default or the solvency of any agent which it or a Subcustodian uses unless such use was made negligently or in bad faith. (iii) The Customer and the Series shall be indemnified by, and without liability to, the Bank for any action taken or omitted by the Bank within the scope of this Agreement as a result of the Bank's negligence or willful misconduct. (iv) The Bank and its nominees shall be indemnified by, and without liability to, the Customer, the Series, or the Shareholders for any action taken or omitted by the Bank whether pursuant to or in reliance upon Instructions for any losses arising out of the Bank's performance hereunder, arising out of its nominees acting as a nominee or holder of record of the Securities, or for any action or omission otherwise within the scope of this Agreement if such act or omission was in good faith, without negligence. In performing its obligations under this 17 Agreement, the Bank may rely on the genuineness of any document which it reasonably believes in good faith to have been validly executed. (v) The Customer agrees to pay for and hold the Bank harmless from any liability or loss resulting from the imposition or assessment of any taxes or other governmental charges, and any related expenses with respect to income from or Assets in the Accounts. (vi) The Bank shall be entitled to rely, and may act, upon the advice of counsel for the Customer on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. (vii) Without limiting the foregoing, the Bank shall not be liable for any loss which results from: 1) the general risk of investing, or 2) investing or holding Assets in a particular country including, but not limited to, losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; currency restrictions, devaluations or fluctuations; and market conditions which prevent the orderly execution of securities transactions or affect the value of Assets provided, however, that where the Bank is required to provide information to the Customer as part of its services herewith, the Bank shall be responsible for obtaining and relaying such information in accordance with the standard of care described in this Section III.1. (viii) In no event shall the Bank be liable to the Customer or the Series for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Consistent with and without limiting the first paragraph of this Sub- section 1 of this Section III. of this Agreement , it is specifically acknowledged that the Bank shall have no duty or responsibility to: (i) supervise or make recommendations with respect to investments or the retention of Securities; (ii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Sub-section 5(c) of Section I. of this Agreement; (iii) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Securities are delivered or payments are made pursuant to this Agreement. Nothing contained in this clause shall limit the Bank's responsibilities pursuant to Section I.4 of this Agreement; (iv) review or reconcile trade confirmations received from brokers. The Customer or its Authorized Persons (as defined in Sub-section 10 of Section I. of this 18 Agreement) issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by the Bank; (v) The Bank hereby warrants to the Customer that in its opinion, after due inquiry, the established procedures to be followed by each of its branches, each branch of a qualified U.S. bank, each eligible foreign custodian and each eligible foreign securities depository holding the Customer's Securities pursuant to this Agreement afford reasonable protection for such Securities given prevailing practices, procedures and controls available in that market; and (vi) The provisions of this Section III. 1 shall survive the termination of this Agreement. 2. Standard of Care; Liabilities - Section II. (a) For purposes of Section II. of this Agreement, the Bank shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Bank or the Customer, the Series, or the Shareholders in connection with the matters to which this Agreement relates, except for a loss or expense to the extent caused by or resulting from willful misfeasance, bad faith or negligence on the Bank's part in the performance of its duties or from reckless disregard by the Bank of its obligations and duties under this Agreement. In the performance of its services, however, the Bank shall be obligated to exercise the due care and diligence of an open-end fund administrative, accounting and transfer agent. In no event shall the Bank be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Subject to Section 2(a) above, the Bank shall not be responsible for, and the Customer shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities incurred by the Bank, any of its agents, or the Customer's agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of the Bank or its officers or agents required to be taken pursuant to this Agreement; (ii) the reasonable reliance on or use by the Bank or its officers or agents of information, records, or documents which are received by the Bank or its officers or agents and furnished to it or them by or on behalf of the Customer, and which have been prepared or maintained by the Customer or any third party on behalf of the Customer; (iii) the Customer's refusal or failure to comply with the material terms of this Agreement or the Customer's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; 19 (iv) the breach of any material representation or warranty of the Customer hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by the Bank, its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized, provided the Bank, its officers or agents complies with all laws relating to the taping or other form of recording of telephone conversations; (vi) the reliance on or the carrying out by the Bank or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Customer or recognition by the Bank or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Customer and the proper countersignature of any transfer agent or registrar of the Customer; (vii) any delays, inaccuracies or omissions from information or data provided to the Bank or its officers or agents by data services, corporate action services, Services or securities brokers and dealers; (viii) the offer or sale of shares by the Customer in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions or omissions by the Customer or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Customer prior to the effective date of this Agreement; (ix) any failure of the Customer's registration statement to materially comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Customer's prospectus; and (x) the actions taken by the Customer, and its investment advisers, in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (c) In performing the services required under Section II. hereof, the Bank shall be entitled to rely on any Oral or Written Instructions, notices or other communications, including electronic transmissions, from the Customer and its officers and trustees, investors, agents and other service providers which the Bank or its agents reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Customer for any loss or expense caused by such reliance. The Bank shall be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Customer, as necessary or appropriate. 20 (d) The Bank shall indemnify and hold the customer and the Series harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments and liabilities arising out of or attributable to the Bank's refusal or failure to comply with the material terms of this Agreement; the Bank's breach of any material representation made by it herein; or the Bank's lack of good faith or acts involving negligence, willful misfeasance or reckless disregard of its duties under this Agreement. (e) The provisions of this Section III.2. shall survive the termination of this Agreement. 3. Indemnification. (a) In connection with any indemnification required under this Section III., the party seeking indemnification ("Indemnified Party") shall give written notice within a reasonable period of time to the other party ("Indemnifying Party") of a written assertion or claim of any threatened or pending legal proceeding which may be subject to this indemnification. The failure to so notify the Indemnifying Party of such written assertion or claim shall not, however, operate in any manner whatsoever to relieve the Indemnifying Party of any liability arising from this Section III. or otherwise, except to the extent failure to give notice prejudices the Indemnifying Party. (b) For any legal proceeding giving rise to indemnification under this Agreement, the Indemnifying Party shall be entitled to defend or prosecute any claim in the name of the Indemnified Party at its own expense and through counsel of its own choosing if it gives written notice to the Indemnified Party within fifteen (15) business days of receiving notice of such claim. Notwithstanding the foregoing, the Indemnified Party may participate in the litigation at its own expense through counsel of its own choosing. If the Indemnifying Party chooses to defend or prosecute such claim, then the parties shall cooperate in the defense or prosecution thereof and shall furnish such records and other information as are reasonably necessary. (c) The provisions of this Sub-section 3 shall survive the termination of this Agreement. 4. Use of Other Parties by the Bank. (a) In furnishing the services required to be provided under Section II. of this Agreement, the Bank may, upon prior written approval of Customer, sub- contract with other parties ("Other Parties") for the provision of all or such part of those services as Bank deems appropriate. In the event that the Bank utilizes the services of Other Parties in performing the functions required to be performed by it as set forth in Section II. of this Agreement, the Bank shall be responsible for the actions of such Other Parties to the same extent as if the Bank performed such functions, except for as provided under Sub-section III.4(e) of this Agreement. Termination of such Other Parties may be made only upon prior written approval of Customer. 21 (b) To the extent the Bank contracts with Other Parties to perform services required by Section II., of this Agreement, Bank is authorized to make representations in writing to such Other Parties concerning the Customer only (i) to the same extent as the Customer makes representations and warranties to the Bank in this Agreement; and (ii) concerning the obligations of Customer set forth in Sub-section III.4(c) of this Agreement. (c) The Customer and the Bank agree that to the extent the Bank utilizes Other Parties to perform certain functions called for by Section II. of this Agreement, the Customer may communicate directly with such Other Parties and agrees to pay the direct Customer expenses set forth in Schedule F. (d) To the extent the Bank contracts with Other Parties to perform any of the functions required under Section II. of this Agreement and is required pursuant to contracts with such Other Parties to supply documents to such Other Parties relating to the Customer, the Customer shall supply such documents to the Bank upon reasonable request. (e) The Bank shall enter into a sub-administration agreement dated as of the date of this Agreement (the "Sub-Administration Agreement") with FDI Distribution Services, Inc., or its delegatee (the "Sub-Administrator') for the provision of sub-administration services as outlined in Schedule C.V. Any claim for breach of this Agreement arising out of or attributable to the Sub- Administrator's performance or nonperformance of its duties under the Sub- Administration Agreement may only be brought by Customer, its rightful assignee or third-party beneficiary, against the Sub-Administrator, and not against the Bank. In addition, the Customer shall indemnify and hold the Bank harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments and liabilities arising out of or attributable to Sub-Administrator's conduct in respect of the Customer, including the Sub- Administrator's performance or nonperformance of its duties under the Sub- Administration Agreement. 5. Representations and Warranties of Customer. The Customer represents and Warrants to Bank that: (a) the Customer is a business trust duly organized and existing and in good standing under the laws of the State of Delaware; (b) The Customer is an open-end investment company properly registered under the 1940 Act; and (c) all records and regulatory filings of the Customer have been properly maintained or made in accordance with applicable laws. 6. Representations of Bank The Bank represents and warrants to the Customer that: 22 (a) the Bank is a New York State Chartered Trust Company duly organized and existing and in good standing under the laws of New York; (b) the Bank is empowered under applicable laws and by its Charter Document and By-Laws to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize the Bank to enter into and perform this Agreement; (d) the Bank is not a party to any pending or threatened legal proceedings which would impair its ability to perform the duties and obligations called for by this Agreement; and (e) the Bank will only sub-contract with an Other Party to perform services under this Agreement if such Other Party: (i) is duly organized, existing and in good standing under the laws of its state of organization; (ii) is duly qualified to carry on its business wherever it is legally required to be so qualified; (iii) is empowered under applicable laws and by its charter documents and By-Laws to perform the functions required under Section II. of this Agreement which the Bank has contracted with it to provide; (iv) has and will continue to have access to the facilities, personnel and equipment required to fully perform the functions which the Bank has contracted with it to provide; and (v) is not a party to any pending or threatened legal proceedings which would impair such Other Party's ability to perform the duties and obligations which the Bank has contracted with it to provide. 7. Fees and Expenses. (a) The Customer agrees to pay the Bank or its agents for all services to be provided under this Agreement such amount as may be agreed upon in writing and as set forth on Schedule F. For any amount of fees that has not been contested in accordance with Sub-section (e) of this Section III.7., the Bank shall have a lien on and is authorized to charge the Account of any Series for any amount owing to the Bank by Customer on behalf of such Series under any provision of this Agreement. The fee schedule agreed to and as set forth on Schedule F shall be fixed for a period of three years from the date hereof. (b) The Bank is, and any subcustodians are, authorized to charge the Account of any Series for such items and the Bank shall have a lien, charge and security interest on any and all 23 Assets of such Series for any amount owing to the Bank with respect to such Series from time to time under this Agreement. (c) The Customer may from time to time request additional services, additional processing, or special reports. The Customer shall submit such requests in writing together with such specifications and requirements documentation as may be reasonably required by the Bank. If the Bank elects to provide such services or arrange for their provision, it shall be entitled to additional fees and expenses at its customary rates and charges. The Bank's agreement to perform such additional services shall not be unreasonably withheld. (d) The Bank will render, after the close of each month in which services have been furnished, a statement reflecting all of the charges for such month. Undisputed charges remaining unpaid after sixty (60) days shall bear interest in finance charges equivalent to, in the aggregate, the Prime Rate (as determined by the Bank) plus two percent per year and all costs and expenses of effecting collection of any such sums, including reasonable attorney's fees, shall be paid by the Customer to the Bank. (e) In the event that the Customer is more than ninety (90) days delinquent in its payments of monthly billings in connection with this Agreement (with the exception of specific amounts which may be reasonably contested by the Customer), this Agreement may be terminated upon sixty (60) days' written notice to the Customer by the Bank. The Customer must notify the Bank in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts. Disputed amounts are not due and payable while they are being investigated. 8. Records; Proprietary Nature; Duty to Maintain; Access and Inspection; Report on Internal Accounting Controls. (a) Proprietary Name. The Bank agrees that all accounts, books and records of the Bank relating thereto, in its capacity as Custodian under this Agreement, are the property of the Bank. The Bank agrees that all accounts, books and records of the Customer maintained in its capacity as Administrator, Accounting Services and Transfer Agent pursuant to Section 31 of the 1940 Act and Rule 3la-1 and 3la-2 are the property of the Customer. All books and records maintained in accordance with this Agreement shall be open to inspection and audit at all reasonable times during normal business hours by any person designated by the Customer. All such accounts, books and records shall be maintained and preserved in the form acceptable to and the periods prescribed by the Customer and in accordance with and for the periods prescribed by the 1940 Act and the Rules and Regulations thereunder, including, without limitation, Section 31 thereof and Rules 3la-1 and 3la-2 thereunder. (b) Access and Inspection. The Bank shall assist the Customer, the Customer's independent auditors, or, upon approval of the Customer, any regulatory body, in any requested review of the Customer's or Series' accounts, books and records maintained by the Bank in its capacity as Custodian, Administrative, Accounting or Transfer Agent. The Bank shall be reimbursed by the Customer for all reasonable expenses incurred in connection with any such 24 review, other than routine and normal periodic reviews and audits. Bank, in its capacity as Accounting Agent, will supply the necessary data for the Customer's or an independent auditor's completion of any necessary tax returns, questionnaires, periodic reports to shareholders and such other reports and information requests as the Customer and the Bank shall agree upon from time to time. In case of any other request or demand for the inspection of any accounts, books or records maintained by the Bank on Customer's behalf, the Bank shall not permit such inspection except upon prior written approval of Customer, which approval shall not be unreasonably withheld. (c) Records of Subcustodians. Subject to restrictions under applicable law, the Bank shall also obtain from each Subcustodian an undertaking to permit the Customer's independent public accountants reasonable access to the records of each Subcustodian which has physical possession of any Assets, as may be required in connection with the examination of the Customer's books and records. (d) Report on Internal Accounting Controls. Upon reasonable request from the Customer, the Bank shall furnish the Customer such reports (or portions thereof) of the Bank's system of internal accounting controls (SAS-70) applicable to the Bank's duties under this Agreement. The Bank shall use its reasonable efforts to obtain and furnish the Customer with such similar reports as it may reasonably request with respect to each Subcustodian and securities depository holding the Customer's assets. 9. Miscellaneous. (a) Foreign Exchange Transactions. To facilitate the administration of the Customer's trading and investment activity, the Bank is authorized to enter into spot or forward foreign exchange contracts with the Customer or an Authorized Person for the Customer on behalf of a Series on a principal and agency basis and may also provide foreign exchange through its subsidiaries, affiliates, Subcustodians or third parties. Instructions, including standing instructions, may be issued with respect to such contracts but the Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where the Bank, its subsidiaries, affiliates or Subcustodians enter into a foreign exchange contract related to Accounts, the terms and conditions of the then current foreign exchange contract of the Bank, its subsidiary, affiliate or Subcustodian and, to the extent not inconsistent, this Agreement shall apply to such transaction. (b) Certification of Residency, etc. The Customer certifies that it is a resident of the United States and agrees to notify the Bank of any changes in residency. The Bank may rely upon this certification or the certification of such other facts as may be required to administer the Bank's obligations under this Agreement. The Customer will indemnify the Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications. The indemnification provisions of this Sub-section 9(b) shall survive termination of this Agreement. 25 (c) Governing Law; Successors and Assign. This Agreement shall be governed by the laws of the State of New York and shall not be assignable by either party, but shall bind the successors in interest of the Customer and the Bank. (d) Entire Agreement: Applicable Riders. This Agreement consists exclusively of this document together with Schedule Al, Schedule A2, Schedules Bl, B2, B3, B4, Schedule C, Schedule D, Schedule E, and Schedule F. There are no other provisions of this Agreement, and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment to this Agreement must be in writing, executed by both parties. With respect to the services required to be provided under Section II. of this Agreement, the Bank and the Customer may from time to time adopt such procedures to facilitate the provision of such services, as agreed upon in writing. (e) Severability. In the event that one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired. (f) Waiver. Except as otherwise provided in this Agreement, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced. (g) Notices. All notices under this Agreement shall be effective when actually received. Any notices or other communications which may be required under this Agreement are to be sent to the parties at the following addresses or such other addresses as may subsequently be furnished to the other party in writing by certified or registered mail, unless otherwise specified in this Agreement or in the Client Services Guide: Bank: Morgan Stanley Trust Company One Pierrepont Plaza Brooklyn, NY 11201 Attention: President or facsimile: (718) 754-6160 Customer: The Brinson Funds 209 South LaSalle Street Chicago, IL 60604-1295 Attention: President or facsimile: (312) 554-3935 26 (h) Term and Termination. (i) This Agreement shall become effective on the date first written above and shall continue in effect for an initial three year period. The Agreement may be terminated in its entirety or as to Section I. or Section II. only prior to the expiration of the initial term only if a party commits a material breach of any term or condition hereof and any such breach is not cured or rectified within ninety (90) calendar days after the party claiming the breach shall have given written notice of such to the other party ("Curable Breach") except that neither party shall have a right to cure a material breach resulting from willful misconduct, reckless disregard or intentional misconduct ("Non-curable Breach"). In the event that a Curable Breach is not cured within such ninety (90) day period, the party claiming a material breach shall have thirty (30) days to notify the party committing the breach of its intention to terminate this Agreement in accordance with subparagraph (ii) of Section III.9.(h). (ii) The Customer or the Bank may give notification of termination to the other party following a Non-Curable Breach or following a Curable Breach which has not been cured or after the initial three year period by giving ninety (90) days written notice to the other, provided that such notice to the Bank shall specify the names of the persons to whom the Bank shall deliver the Assets in the Accounts; and further provided that, if Bank is the terminating party (other than on account of a material breach hereof by Customer) Customer may extend the termination period by up to an additional sixty (60) days by sending prompt written notice ("Extension Notice") to Bank of its intent to do so (including the number of additional days). If notice of termination is given by the Bank, the Customer shall, within ninety (90) days (or such other amount of days as is contemplated by the Extension Notice) following receipt of the notice, deliver to the Bank Instructions specifying the names of the persons to whom the Bank shall deliver the Assets. In either case the Bank will deliver the Assets to the persons so specified, after deducting any amounts which the Bank determines in good faith to be owed to it under Sub-section 7 of Section III. of this Agreement. If within ninety (90) days following receipt of a notice of termination by the Bank, the Bank does not receive Instructions from the Customer specifying the names of the persons to whom the Bank shall deliver the Assets, the Bank, at its election, may deliver the Assets to a bank or trust company doing business in any State within the United States to be held and disposed of pursuant to the provisions of this Agreement, or to Authorized Persons, or may continue to hold the Assets until Instructions are provided to the Bank; provided, however, that the Bank shall have no obligation to settle any transactions in securities for the Accounts following the expiration of the ninety (90) day period referred to in this sentence except those transactions which remained open prior to the expiration of such ninety (90) day period. (iii) Termination as to One or More Series. This Agreement may be terminated as to one or more Series (but less than all of the Series) by delivery of an amended Schedule Bl deleting such Series, in which case termination as to such deleted Series shall take effect sixty (60) days after the date of such delivery. The execution and delivery of an amended Schedule B1 which deletes one or more Series shall constitute a termination of this Agreement only with respect to such deleted Series, shall be governed by the preceding provisions of this 27 Sub-section 9(h) of Section III. of this Agreement as to the identification of a successor custodian and the delivery of Assets of the Series so deleted to such successor custodian, and shall not affect the obligations of the Bank and the Customer hereunder with respect to the other Series set forth in Schedule Bl, as amended from time to time. (i) Several Obligations of the Series. With respect to any obligations of the Customer on behalf of the Series and their related Accounts arising out of this Agreement, the Bank shall look for payment or satisfaction of any obligation solely to the assets and property of the Series and such Accounts to which such obligation relates as though the Customer had separately contracted with the Custodian by separate written instrument with respect to each Series and its related Accounts. (j) Representations and Warranties. (A) The Customer represents and warrants that (i) the execution, delivery and performance of this agreement (including, without limitation, the ability to obtain the short-term extensions of credit in accordance with Section I.5.) are within the Customer's and the Series' power and authority and have been duly authorized by all requisite action (corporate or otherwise) of the Customer, and (ii) this Agreement and each extension of short-term credit extended to or arranged for the benefit of any Series in accordance with Section I.5. shall at all times constitute a legal, valid and binding obligation of the Customer on behalf of and solely from the assets attributable to such Series and be enforceable against the Customer on behalf of and solely from the assets attributable to such Series in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (k) The Bank represents and warrants that (i) the execution, delivery and performance of this Agreement are within the Bank's power and authority and have been duly authorized by all requisite action (corporate or otherwise) of the Bank and (ii) this Agreement constitutes the legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights in general and subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (l) Force Majeure. Subject to reasonable compliance with the Bank's then- existing disaster recovery plans, the Bank shall not be liable for any harm, loss or damage suffered by the Customer, its investors, or other third parties or for any failure or delay in performance of the Bank's obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond the Bank's control. In the event of a force majeure, any resulting harm, loss, damage, failure or delay by the Bank will not give the Customer the right to terminate this Agreement. (m) Confidentially. (i) Except to the extent necessary to perform the functions required under this Agreement, the Bank, its agents and employees shall maintain the confidentiality of information 28 concerning any Assets held under this Agreement, including in dealings with affiliates of the Bank. In the event the Bank or any Subcustodian is requested or required to disclose any confidential information concerning any such Assets, the Bank shall, to the extent practicable and legally permissible, promptly notify the Customer of such request or requirement so that the Bank may seek a protective order or waive any objection to the Bank's or such Subcustodian's compliance with this Sub-section 9(m). In the absence of such a waiver, if the Bank or such Subcustodian is compelled, in the opinion of its counsel, to disclose any confidential information, the Bank or such Subcustodian may disclose such information to such persons as, in the opinion of counsel, is so required. (ii) The Customer shall maintain the confidentiality of, and not provide to any third parties absent the written permission of the Bank, any computer software, hardware or communications facilities made available to the Customer or its agents by the Bank. (iii) Neither the Bank nor any Other Party may create written or other promotional materials and/or distribute such promotional materials to the public or to prospective customers or clients which state that it is providing services to the Customer or any of its affiliates in connection with this Agreement without the prior verbal or written consent of the Customer, which consent will not be reasonably withheld. For purposes of Sub-section 9(m) of this Agreement, the term "written or other promotional materials" shall mean any (A) material prepared in connection with the solicitation of prospective or existing customers; and (B) material published, or designed for use in, a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, telephone directories (other than routine listings), electronic or other public media. THE BRINSON FUNDS By: /s/ E. Thomas McFarlan ------------------------------------- Title: President/Treasurer Date: May 6, 1997 MORGAN STANLEY TRUST COMPANY By: /s/ G. Federico ------------------------------------- Title: Vice President Date: May 7, 1997 29 STATE OF ILLINOIS ) : SS. COUNTY OF COOK ) On this 6th day of May, 1997, before me personally came E. Thomas McFarlan, to me known, who being by me duly sworn, did depose and say that he/she resides in Chicago, Illinois at 209 South LaSalle that he/she is President/Treasurer of The Brinson Funds, the entity described in and which executed the foregoing instrument; that he/she knows the seal of said entity, that the seal affixed to said instrument is such seal, that it was so affixed by order of said entity, and that he/she signed his/her name thereto by like order. /s/ E. Thomas McFarlan ------------------------------ Sworn to before me this 6th, day of May, 1997. /s/ Cynthia G. Biechler - ---------------------------- Notary 30 STATE OF NEW YORK ) : SS. COUNTY OF KING ) On this 7th day of May, 1997, before me personally came Gracomo Federico, to me known, who being by me duly sworn, did depose and say that he/she resides in One Pierreport Plaza at Brooklyn, New York; that he/she is a Vice President of Morgan Stanley Trust Company, the corporation described in and which executed the foregoing instrument; that he/she knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal, that it was so affixed by order of the Board of Trustees of said corporation, and that he/she signed his/her name thereto by like order. /s/ G. Federico ------------------------------ Sworn to before me this 7th, day of May, 1997. /s/ Michael Selzer - ---------------------------- Notary 31 SCHEDULE A1 ----------- LIST OF SUBCUSTODIANS ---------------------
Country Sub-Custodian ------- ------------- Argentina Citibank N.A. Australia Westpac Banking Corporation Austria Creditanstalt-Bankverein Bangladesh Standard Chartered Bank Belgium Bank Brussels Lambert S.A. Botswana Barclays Bank of Botswana Ltd. Brazil Banco de Boston Canada The Toronto-Dominion Bank Canada Royal Bank of Canada* Chile Citibank, N.A. China Hongkong and Shanghai Banking Corporation Colombia Citibank S.A. Cote d'Ivoire Societe Generale Cyprus Barclays Bank PLC Czech Republic ING Bank N.V. Denmark Den Danske Bank Ecuador Citibank N.A. Egypt Citibank N.A. Estonia Hansabank** Finland Merita Bank France Banque Indosuez Germany Dresdner Bank AG Ghana Barclays Bank of Ghana Ltd. Greece Citibank N.A. Hong Kong Hongkong and Shanghai Banking Corporation Hungary Citibank Budapest Rt. India Standard Chartered Bank India Hongkong and Shanghai Banking Corporation India MSTC Mumbai Branch Indonesia Hongkong and Shanghai Banking Corporation Ireland Allied Irish Banks plc Israel Bank Leumi Italy Citibank N.A. Japan The Bank of Tokyo-Mitsubishi Limited
*Effective May 23, 1997 **Not an eligible foreign custodian under Rule 17f-5 32 LIST OF SUBCUSTODIANS ---------------------
Country Sub-Custodian ------- ------------- Japan Morgan Stanley Japan Limited** Jordan Arab Bank plc Kenya Barclays Bank Kenya Ltd. Luxembourg Bank Brussels Lambert S.A. Malaysia OCBC Bank (Malaysia) Berhad Mauritius Hongkong and Shanghai Banking Corporation Mexico Citibank Mexico S.A. Morocco Banque Commerciale de Maroc Netherlands ABN AMRO Bank N.V. New Zealand ANZ Banking Group (New Zealand) Limited Norway Den Norske Bank Pakistan Standard Chartered Bank Papua New Guinea Westpac Banking Corporation Peru Citibank N.A. Philippines Hongkong and Shanghai Banking Corporation Poland Citibank Poland S.A. Portugal Banco Comercial Portugues Russia Credit Suisse (Moscow) Ltd. Singapore Oversea-Chinese Banking Corporation Limited Slovakia ING Bank N.V. South Africa First National Bank of Southern Africa, Ltd. South Korea Standard Chartered Bank Spain Banco Santander Sri Lanka Hongkong and Shanghai Banking Corporation Swaziland Barclays Bank of Swaziland Ltd. Sweden Svenska Handelsbanken Switzerland Bank Leu Limited Taiwan Hongkong and Shanghai Banking Corporation Thailand Standard Chartered Bank Tunisia Banque Internationale Arabe de Tunisie** Turkey Citibank N.A. UK Barclays Bank PLC USA Chase Manhattan Bank Uruguay Citibank N.A. Venezuela Citibank N.A. Zambia Barclays Bank of Zambia Ltd. Zimbabwe Barclays Bank of Zimbabwe Ltd.
**Not an eligible foreign custodian under Rule 17f-5 33 SCHEDULE A2 ----------- LIST OF SECURITIES DEPOSITORIES OR CLEARING AGENCIES ----------------------------------------------------
Country Central Depository ------- ------------------ Argentina Caja de Valores Australia CHESS Clearing House Electronic Subregister System Austria OKB OsterreicheKontrollbank Bangladesh None Belgium CIK Caisse Interprofessionelle de Depots et de Virements de Titres Botswana None Brazil BOVESPA Bolsa de Valores de Sao Paulo BVRJ Bolsa de Valores de Rio de Janeiro CETIP - fixed income Central de Custodia e Liquidacao Financeira de Titulos SELIC - fixed income Sistema Especial de Liquidacao e Custodia Canada CDS The Canadian Depository for Securities Chile Depositorio Central de Valores China SSCCRC Shanghai Securities Central Clearing and Registration Corporation SSCC Shenzhen Securities Central Clearing Company Ltd. Colombia DCV - central bank Deposito Central de Valores securities DECEVAL - fixed income securities Cote d'Ivoire None Cyprus None Czech Republic SCP Stredisko cennych papiru (Center for Securities) Denmark VP Vaerdipapircentralen Ecuador None Egypt None
34
Country Central Depository ------- ------------------ Finland None France SICOVAM Societe Interprofessionelle pour la Compensation des Valeurs Mobilieres Germany DKV Deutscher Kassenverein AG Ghana None Greece Apothetirio Titlon A.E. Hong Kong CCASS Central Clearing and Settlement System Hungary KELER Kozponti Elszamolohas es Ertktar (Budapest) Rt. India National Securities National Securities Depository Depository Limited Limited Indonesia KDEI Kustodian Depositari Efek Indonesia Ireland CGO - gilts only Central Gilts Office Israel SECH (for securities Stock Exchange Clearing House listed on the Tel Aviv Stock Exchange) Italy Monte Titoli S.P.A. Banco d'Italia Japan JASDEC Japan Securities Depository Center Jordan None Kenya None South Korea KSD Korean Securities Depository Luxembourg None Malaysia MCD Malaysian Central Depository Mauritius None Mexico S.D. INDEVAL, S.A. Morocco None Netherlands NECIGEF Netherlands Central Institute for Giral Effectenclearing New Zealand NZCSD New Zealand Central Securities Depository Norway VPS Verdipapirsentralen Pakistan CDC Central Depository Company of Pakistan Papua New CHESS Clearing House Electronic Guinea Subregister System Peru Caja de Valores Caja de Valores de Lima
35
Country Central Depository ------- ------------------ Philippines PCD Philippines Central Depository Poland NDS National Depository of Securities Portugal CENTRAL Russia None Singapore CDP Central Depository Pte Ltd. Slovak Republic SCP Stredisko cennych papierov Slovenskej Republiky (Center for Securities) South Africa Central Depository Ltd. Spain SCLV Servicio de Compensacion y Liquidacion de Valores Sri Lanka CDS Central Depository System Pvt Ltd. Swaziland None Sweden VPS Vardipapperscentralen Switzerland SEGA Schweizerische EffektenGiro AG Taiwan TSCD Taiwan Securities Depository Co. Thailand SDC or TSD Thailand Securities Depository Center Tunisia Turkey None United Kingdom CGO - gilts only Central Gilts Office CREST United States DTC Depository Trust Company Uruguay None Venezuela None Zambia Lusaka Stock Exchange Depository Zimbabwe None
36 SCHEDULE B1 ----------- LIST OF SERIES OF THE BRINSON FUNDS ----------------------------------- Global Fund Global Equity Fund Global Bond Fund U.S. Balanced Fund U.S. Equity Fund U.S. Bond Fund Non-U.S. Equity Fund 37 [Morgan Stanley Letterhead] November 24, 1997 The Brinson Funds 209 South LaSalle Street Chicago, IL 60604 Re: Amendment to Multiple Services Agreement effective May 9, 1997 - Addition of U.S. Large Capitalization Equity Fund Series ---------------------------------------------------------- Dear Sirs: We refer to the Multiple Services Agreement effective May 9, 1997 (the "MSA") between Morgan Stanley Trust Company and The Brinson Funds. The parties hereby agree as follows: 1. "Schedule B1 - List of Series of The Brinson Funds" is replaced in its entirety with "Schedule B1 - List of Series of The Brinson Funds, as amended on November 24, 1997," attached hereto. 2. "Schedule F - Fee Schedule for The Brinson Funds" is replaced in its entirety with "Schedule F - Fee Schedule for The Brinson Funds, as amended on November 24, 1997," attached hereto. The MSA, as amended by this letter amendment, shall continue in full force and effect. Please evidence your acceptance of the terms of this letter by signing below and returning one copy to Michael Reinbold, Morgan Stanley Trust Company, 1 Pierrepont Plaza, Brooklyn, NY 11201. Very truly yours, MORGAN STANLEY TRUST COMPANY By: /s/ Giacomo Federico -------------------- Name: Giacomo Federico Title: Principal 38 The Brinson Funds November 24, 1997 Page Two Accepted and Agreed: THE BRINSON FUNDS By: /s/ E. Thomas McFarlan ---------------------- Name: E. Thomas McFarlan Title: President 39 SCHEDULE B1 ----------- LIST OF SERIES OF THE BRINSON FUNDS ----------------------------------- As amended November 24, 1997 Global Fund Global Equity Fund Global Bond Fund U.S. Balanced Fund U.S. Equity Fund U.S. Bond Fund Non-U.S. Equity Fund U.S. Large Capitalization Equity Fund 40 SCHEDULE B2 ----------- LIST OF DOCUMENTS TO BE PROVIDED BY CUSTOMER TO BANK ---------------------------------------------------- REQUIRED DOCUMENTATION FOR CORE CUSTODIAL SERVICES (INCLUDING TAX RECLAIMS): CUSTODY AGREEMENT CLIENT SERVICES GUIDE (INCLUDING APPENDICES) FEE SCHEDULE/BILLING GUIDE GENERAL ACCOUNT INFORMATION US TAX AUTHORITY DOCUMENTATION LOCAL TAX OFFICE LETTER/APPLICATION LETTER (NON-UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY) FORM 6166/REQUEST FOR FOREIGN CERTIFICATION FORM (UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY) CERTIFICATION OF BENEFICIAL OWNERSHIP, LEGAL NAME, LEGAL RESIDENCY, TAX STATUS AND TAX IDS TAX RECLAIM POWER OF ATTORNEY PREVIOUS TAX RECLAIM FILING INFORMATION (PREVIOUS FILERS, ONLY) UK TAX AUTHORITY DOCUMENTATION SOPHISTICATED INVESTOR (ACCREDITED INVESTOR LETTER) (UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY) DOCUMENTATION THAT IS REQUIRED FROM AN ENTITY CLASSIFIED AS TAX-EXEMPT BY ITS LOCAL TAX AUTHORITY: UK FORM 4338 (EXEMPT NON-UNITED KINGDOM-RESIDENT BENEFICIAL OWNERS, ONLY) 41 UK FORM 309A (EXEMPT UNITED STATES-RESIDENT BENEFICIAL OWNERS, ONLY) FOREIGN EXEMPTION LETTERS/APPLICATION FOR AUSTRALIAN EXEMPTION LETTER (EXEMPT BENEFICIAL OWNERS, ONLY) DOCUMENTATION THAT IS REQUIRED ONLY IF YOU WILL DEAL IN CERTAIN SECURITIES: THAI AUTHORIZATION LETTER JGB INDEMNIFICATION LETTER KOREAN SECURITIES POWER OF ATTORNEY NEW ZEALAND "APPROVED ISSUER LEVY" LETTER SPANISH POWER OF ATTORNEY WITH APOSTILE ITALIAN GOVERNMENT BOND LETTER UK STAR LETTER 42 SCHEDULE B3 LIST OF AUTHORIZED PERSONS THE BRINSON FUNDS The following is a list of individuals at The Brinson Funds who are authorized to originate trades on behalf of The Brinson Funds. All prior authorizations are superseded by this list. Initials /s/ Michael A. Abellera M.A. - -------------------------- ------ Michael A. Abellera /s/ Shelley Aron S.A. - -------------------------- ------ Shelley J. Aron /s/ Jenifer Aronson J.A. - -------------------------- ------ Jenifer A. Aronson /s/ Christopher Brightman C.B. - -------------------------- ------ Christopher Brightman /s/ Thomas Clarkson T.C. - -------------------------- ------ Thomas D. Clarkson /s/ Paul Harvey P.H. - -------------------------- ------ Paul J. Harvey /s/ Dennis L. Hesse D.L.H. - -------------------------- ------ Dennis L. Hesse /s/ B. Craig Hutson B.C.H. - -------------------------- ------ B. Craig Hutson /s/ Debbie J. Johnson D.J.J. - -------------------------- ------ Debbie J. Johnson /s/ Kiki Katsikas K.K. - -------------------------- ------ Kiki Katsikas /s/ Linda Kent L.K. - -------------------------- ------ Linda A. Kent /s/ Constance M. McGarrity C.M.M. - -------------------------- ------ Constance M. McGarrity 43 Schedule B3 Page 2 Initials /s/ James C. Malles J.M. - ----------------------- ------ James C. Malles /s/ Wendy L. Nickerson W.L.N. - ----------------------- ------ Wendy L. Nickerson - ----------------------- ------ Pamela M. Siple /s/ Mark C. Skorey M.S. - ----------------------- ------ Mark C. Skorey /s/ Gregory P. Smith G.P.S. - ----------------------- ------ Gregory P. Smith /s/ David A. Strouse D.S. - ----------------------- ------ David A. Strouse /s/ Anne Tremmel A.M.T. - ----------------------- ------ Anne M. Tremmel /s/ Chester F. Wierciak C.W. - ----------------------- ------ Chester F. Wierciak /s/ Mary Wilson M.W. - ----------------------- ------ Mary Wilson /s/ Glenn G. Wozniak G.W. - ----------------------- ------ Glenn G. Wozniak /s/ Jane L. Zobel J.L.Z. - ----------------------- ------ Jane L. Zobel 44 SCHEDULE B3 LIST OF AUTHORIZED PERSONS THE BRINSON FUNDS The following is a list of individuals at The Brinson Funds who are authorized to originate memos and other instructions, excluding cash movements. All prior authorizations are superseded by this list. Initials /s/ Joseph A. Anderson J.A. - ---------------------- ------ Joseph A. Anderson /s/ David E. Floyd D.F. - ---------------------- ------ David E. Floyd /s/ Alta Jacko A.J. - ---------------------- ------ Alta M. Jacko /s/ Jennifer L. Lauer J.L.L. - ---------------------- ------ Jennifer L. Lauer /s/ Ngoc-Dung S. Le N.L. - ---------------------- ------ Ngoc-Dung S. Le /s/ Athena D. Svolos A.S. - ---------------------- ------ Athena D. Svolos /s/ Terry L. Winkless T.W. - ---------------------- ------ Terry L. Winkless 45 Schedule B3 Page 2 The following is a list of individuals at The Brinson Funds who are authorized to originate memos and other instructions, as well as initiate cash movements: Initials /s/ Samuel W. Anderson S.A. - ------------------------ ------ Samuel W. Anderson /s/ Carolyn M. Burke C.M.B. - ------------------------ ------ Carolyn M. Burke /s/ Richard C. Carr R.C.C. - ------------------------ ------ Richard C. Carr /s/ Jeffrey J. Diermeier J.J.D. - ------------------------ ------ Jeffrey J. Diermeier /s/ Thomas J. Digenan T.J.D. - ------------------------ ------ Thomas J. Digenan /s/ Megan M. Doherty M.D. - ------------------------ ------ Megan M. Doherty /s/ Dennis L. Hesse D.L.H. - ------------------------ ------ Dennis L. Hesse /s/ E. Thomas McFarlan E.T.M. - ------------------------ ------ E. Thomas McFarlan /s/ Catherine E. Macrae C.M. - ------------------------ ------ Catherine E. Macrae /s/ Debra L. Nichols D.L.N. - ------------------------ ------ Debra L. Nichols /s/ Nicholas C. Rassas N.C.R. - ------------------------ ------ Nicholas C. Rassas 46 DATE: April 8, 1997 TO: Debra Nichols FROM: Lynda Kaplan RE: Funds Transfer Authorization The following is a list of Chase Global Funds Services Company personnel authorized to instruct MSTC to transfer funds between the transfer agent operating accounts and the Brinson Mutual Fund custody accounts.
NAME TITLE SIGNATURE - ---- ----- --------- Thomas Curran Vice President /s/ Thomas Curran ----------------------- Bill O'Neill Assistant Treasurer /s/ Bill O'Neill ----------------------- Scott Fagan Assistant Treasurer /s/ Scott Fagan ----------------------- John Sheppard Assistant Treasurer /s/ John Sheppard ----------------------- John Fahey Assistant Treasurer /s/ John Fahey ----------------------- Louis DiMuzio Senior Control Accountant /s/ Louis DiMuzio ----------------------- Eileen McGillicuddy Senior Control Accountant /s/ Eileen McGillicuddy -----------------------
Should you have any questions, please contact me at (617) 557-8134 or Tom Curran at (617) 557-8106. Thank you. 47 List of Authorized Signatures - April 10, 1997 ---------------------------------------------- Printed Name Signature Martin Ashdown /s/ Martin Ashdown --------------------- Ronald Aziz /s/ Ronald Aziz --------------------- Tom Barrett /s/ Tom Barrett --------------------- David Blaskett /s/ David Blaskett --------------------- Mark Boylan /s/ Mark Boylan --------------------- Richard Bustard /s/ Richard Bustard --------------------- Susan Clarke /s/ Susan Clarke --------------------- Richard Collins /s/ Richard Collins --------------------- Norman Cumming /s/ Norman Cumming --------------------- Godfrey Dutton /s/ Godfrey Dutton --------------------- Sally Elliott --------------------- Richard Fosker /s/ Richard Fosker --------------------- Mark Gunn /s/ Mark Gunn --------------------- Natalie Hagan /s/ Natalie Hagan --------------------- Nigel Head /s/ Nigel Head --------------------- James Hedley /s/ James Hedley --------------------- Steven Herbert /s/ Steven Herbert --------------------- Theresa Hickman /s/ Theresa Hickman --------------------- Michael Humphries /s/ Michael Humphries --------------------- 48 Cont/... List of Authorized Signatures - April 10, 1997 ---------------------------------------------- Printed Name Signature Christopher Leonard /s/ Christopher Leonard ----------------------- Steven Liu /s/ Steven Liu ----------------------- Graham Lock /s/ Graham Lock ----------------------- Piers Maynard /s/ Piers Maynard ----------------------- Nicola Milne /s/ Nicola Milne ----------------------- Tony Mint /s/ Tony Mint ----------------------- Anne-Marie Parish /s/ Anne-Marie Parish ----------------------- Suzanne Phillips /s/ Suzanne Phillips ----------------------- Paul Purser /s/ Paul Purser ----------------------- Danny Roberts /s/ Danny Roberts ----------------------- Philip Roberts /s/ Philip Roberts ----------------------- Barrie Senior /s/ Barrie Senior ----------------------- Arwyn Wickerson /s/ Arwyn Wickerson ----------------------- 49 SCHEDULE B3 LIST OF AUTHORIZED PERSONS THE BRINSON FUNDS The following is a list of individuals at The Brinson Funds who are authorized to originate memos and other instructions, excluding cash movements. All prior authorizations are superseded by this list. Initials -------- /s/ Joseph A. Anderson J.A.A. - -------------------------------- ---------- Joseph A. Anderson /s/ Erik D. Boyme E.D.B. - -------------------------------- ---------- Erik D. Boyme /s/ David E. Floyd D.E.F. - -------------------------------- ---------- David E. Floyd /s/ Alta M. Jacko A.M.J. - -------------------------------- ---------- Alta M. Jacko /s/ Jennifer L. Lauer J.L.L. - -------------------------------- ---------- Jennifer L. Lauer /s/ Ngoc-Dung S. Le N.S.L. - -------------------------------- ---------- Ngoc-Dung S. Le /s/ Larry W. Rinne L.W.R. - -------------------------------- ---------- Larry W. Rinne /s/ Athena D. Svolos A.D.S. - -------------------------------- ---------- Athena D. Svolos /s/ Terry L. Winkless T.L.W. - -------------------------------- ---------- Terry L. Winkless 50 Schedule B3 Page 2 The following is a list of individuals at The Brinson Funds who are authorized to originate memos and other instructions, as well as initiate cash movements. Initials -------- /s/ Samuel W. Anderson S.W.A. - -------------------------------- ---------- Samuel W. Anderson /s/ Carolyn M. Burke C.M.B. - -------------------------------- ---------- Carolyn M. Burke /s/ Richard C. Carr R.C.C. - -------------------------------- ---------- Richard C. Carr /s/ Jeffrey J. Diermeier J.J.D. - -------------------------------- ---------- Jeffrey J. Diermeier /s/ Thomas J. Digenan T.J.D. - -------------------------------- ---------- Thomas J. Digenan /s/ Dennis L. Hesse D.L.H. - -------------------------------- ---------- Dennis L. Hesse /s/ E. Thomas McFarlan E.T.M. - -------------------------------- ---------- E. Thomas McFarlan /s/ Catherine E. Macrae C.E.M. - -------------------------------- ---------- Catherine E. Macrae /s/ Debra L. Nichols D.L.N. - -------------------------------- ---------- Debra L. Nichols /s/ Nicholas C. Rassas N.C.R. - -------------------------------- ---------- Nicholas C. Rassas 51 SCHEDULE B3 LIST OF AUTHORIZED PERSONS THE BRINSON FUNDS The following is a list of individuals at The Brinson Funds who are authorized to originate trades on behalf of The Brinson Funds. All prior authorizations are superseded by this list. Initials -------- /s/ Michael A. Abellera M.A.A. - -------------------------------- ---------- Michael A. Abellera /s/ Shelley J. Aron S.J.A. - -------------------------------- ---------- Shelley J. Aron /s/ Jenifer A. Aronson J.A.A. - -------------------------------- ---------- Jenifer A. Aronson /s/ Thomas D. Clarkson T.D.C. - -------------------------------- ---------- Thomas D. Clarkson /s/ Paul J. Harvey P.J.H. - -------------------------------- ---------- Paul J. Harvey /s/ Dennis L. Hesse D.L.H. - -------------------------------- ---------- Dennis L. Hesse /s/ B. Craig Hutson B.C.H. - -------------------------------- ---------- D. Craig Hutson /s/ Jane L. Hutson J.L.H. - -------------------------------- ---------- Jane L. Hutson /s/ James C. Jackson J.C.J. - -------------------------------- ---------- James C. Jackson /s/ Debbie J. Johnson D.J.J. - -------------------------------- ---------- Debbie J. Johnson /s/ Kiki Katsikas K.K. - -------------------------------- ---------- Kiki Katsikas 52 Schedule B3 Page 2 Initials -------- /s/ Linda A. Kent L.A.K. - -------------------------------- ---------- Linda A. Kent /s/ Phillip B. Kraus P.B.K. - -------------------------------- ---------- Phillip B. Kraus /s/ Constance M. McGarrity C.M.M. - -------------------------------- ---------- Constance M. McGarrity /s/ James C. Malles J.C.M. - -------------------------------- ---------- James C. Malles /s/ Wendy L. Nickerson W.L.N. - -------------------------------- ---------- Wendy L. Nickerson /s/ Pamela M. Siple P.M.S. - -------------------------------- ---------- Pamela M. Siple /s/ Gregory P. Smith G.P.S. - -------------------------------- ---------- Gregory P. Smith /s/ David A. Strouse D.A.S. - -------------------------------- ---------- David A. Strouse /s/ Anne M. Tremmel A.M.T. - -------------------------------- ---------- Anne M. Tremmel /s/ Chester F. Wierciak C.F.W. - -------------------------------- ---------- Chester F. Wierciak /s/ Mary Wilson M.W. - -------------------------------- ---------- Mary Wilson /s/ Glenn G. Wozniak G.G.W. - -------------------------------- ---------- Gelnn G. Wozniak 53 SBC Brinson Limited - London List of Authorized Signatures - January 23, 1998 ------------------------------------------------ Printed Name Signature Martin Ashdown /s/ Martin Ashdown ----------------------------- Ronald Aziz /s/ Ronald Aziz ----------------------------- Tom Barrett /s/ Tom Barrett ----------------------------- Sarah Bodwell /s/ Sarah Bodwell ----------------------------- Justin Beech /s/ Justin Beech ----------------------------- David Blaskett /s/ David Blaskett ----------------------------- Mark Boylan /s/ Mark Boylan ----------------------------- Kathy Bradbury /s/ Kathy Bradbury ----------------------------- Richard Bustard /s/ Richard Bustard ----------------------------- Susan Clarke /s/ Susan Clarke ----------------------------- Tiffany Clay /s/ Tiffany Clay ----------------------------- Richard Collins /s/ Richard Collins ----------------------------- Norman Cumming /s/ Norman Cumming ----------------------------- Godfrey Dutton /s/ Godfrey Dutton ----------------------------- Sally Elliott /s/ Sally Elliott ----------------------------- Richard Fosker /s/ Richard Fosker ----------------------------- Michael Frankland /s/ Michael Frankland ----------------------------- Mark Gunn /s/ Mark Gunn ----------------------------- Peter Halliwell /s/ Peter Halliwell ----------------------------- Nigel Head /s/ Nigel Head ----------------------------- 54 Page 2 List of Authorized Signatures - January 23, 1998 ------------------------------------------------ Printed Name Signature James Hedley /s/ James Hedley ----------------------------- David Helson /s/ David Helson ----------------------------- Steven Herbert /s/ Steven Herbert ----------------------------- Theresa Hickman /s/ Theresa Hickman ----------------------------- Michael Humphries /s/ Michael Humphries ----------------------------- Christopher Leonard /s/ Christopher Leonard ----------------------------- Steven Liu /s/ Steven Liu ----------------------------- Graham Lock /s/ Graham Lock ----------------------------- Paula Matthews /s/ Paula Matthews ----------------------------- Piers Maynard /s/ Piers Maynard ----------------------------- Nicola Milne /s/ Nicola Milne ----------------------------- Amanda Nathan /s/ Amanda Nathan ----------------------------- Anne-Marie Parish /s/ Anne-Marie Parish ----------------------------- Suzanne Phillips /s/ Suzanne Phillips ----------------------------- Paul Purser /s/ Paul Purser ----------------------------- Philip Roberts /s/ Philip Roberts ----------------------------- Barrie Senior /s/ Barrie Senior ----------------------------- Arwyn Wickerson /s/ Arwyn Wickerson ----------------------------- 55 SCHEDULE B4 ----------- THE BRINSON FUNDS ----------------- DESIGNATED SYSTEM USER ID NUMBERS --------------------------------- Chase Global Funds Services User Id Email Id - ------- -------- ECH1924 ECH1924 ECH1925 ECH1925 ECH1926 ECH1926 ECH1927 ECH1927 ECH1928 ECH1928 ECH1929 ECH1929 ECH1930 ECH1930 ECH1931 ECH1931 ECH1932 ECH1932 ECH1933 ECH1933 ECH1934 ECH1934 ECH1935 ECH1935 ECH1936 ECH1936 ECH1937 ECH1937 Brinson Partners, Inc. EBP1757 BRNSYST1 EBP1784 BRNCFND1 EBP1787 BRNPRIV1 EBP1788 BRNUSEQ1 EBP1789 BRNUSFI1 EBP1790 BRNCORP EBP1791 BRNPRIV2 EBP1792 BRNLSET1 EBP1793 BRNMNY EBP1941 EBP1941 56 SCHEDULE C ---------- THE BRINSON FUNDS ----------------- GENERAL DESCRIPTION OF FUND ADMINISTRATIVE SERVICES --------------------------------------------------- I. Regulatory Compliance A. Compliance - Federal Investment Company Act of 1940 1. Review, report and renew a. Investment advisory contracts b. File and monitor compliance with fidelity bond c. Underwriting contract d. Distribution (12b-1) plans (class specific) e. Multiple Services Agreement 2. Filings a. N-SAR (semi-annual report and annual report) (series and class specific) b. Initial registration statement on Form N-1A, post-effective amendments on Form N1-A, and supplements ("stickers") c. Notice pursuant to Rule 24f-2 (registration of indefinite number of shares) d. Filing fidelity bond under Rule 17g-1 e. Filing shareholders reports under Rule 30b2-1 f. Proxy statement, when necessary 3. Annual up-dates of biographical information and questionnaires for Trustees and Officers, coordinated with the Brinson Relationship Funds' questionnaire. B. Compliance - State "Blue Sky" (classes deemed separate funds for filing purposes) 1. Blue Sky (state registration) a. Registration shares (initial/renewal) b. Monitor sales shares c. Report shares sold d. Filing of federal registration statements and contracts e. Filing annual and semi-annual reports with states C. Compliance - Prospectus 1. Analyze and review portfolio reports from Adviser regarding: a. compliance with investment objectives, although primary responsibility for such compliance will be with the investment adviser or investment manager. 57 SCHEDULE C b. maximum investment by company/industry, although primary responsibility for such compliance will be with the investment adviser or investment manager. D. Compliance - Exemptive Orders and No-Action Letters 1. Monitor compliance with all exemptive orders and no-action letters, although primary responsibility for such compliance will be with the investment adviser or investment manager. II. Corporate Business and Shareholder/Public Information A. Trustees/Management 1. Preparation of meetings a. agendas and resolutions - all necessary items of compliance b. compile and distribute Board materials c. attend and record minutes of meetings d. keep attendance records e. maintain corporate records/minute book 2. Preparation and distribution of periodic operation reports to management B. Maintain Corporate Calendars and Files 1. General 2. Blue Sky C. Release Corporate Information 1. To shareholders 2. To financial and general press 3. To industry publications a. distributions (dividends and capital gains) b. tax information c. changes to prospectus d. letters from management e. performance information (class specific) 4. Respond to: a. financial press, as authorized b. miscellaneous shareholder inquiries c. industry questionnaires 5. Prepare, maintain and update monthly information manual 58 SCHEDULE C D. Communications to Shareholders 1. Coordinate printing and distribution of annual and semi-annual reports, proxy statements when applicable and prospectuses E. Shareholder Meetings 1. Assist with Preparation of proxy (matters to be voted on may be class specific) 2. Preparation of minutes and record ballot results III. Financial and Management Reporting A. Income and Expenses (class specific when applicable) 1. Preparation of monthly expense analysis (class specific) 2. Expense figures calculated and accrual levels set (class specific) 3. Monitoring of expenses paid and expense caps (monthly) 4. Approve and process the payment of authorized expenses 5. Checking Account Reconciliation (monthly) 6. Write checks to pay vendors 7. Calculation and payment of advisory fees B. Distributions to Shareholders (if applicable) 1. Projections of distribution amounts a. compliance with Sub-Chapter M income tax provisions b. compliance with excise tax provisions - schedules prepared 2. Compilation of distributions for tax reporting for shareholders' Form 1099 C. Financial Reporting 1. Liaison between fund management and auditors 2. Preparation of unaudited and audited financial statements to shareholders (semi-annually) (class specific, when applicable) - Statement of Assets and Liabilities - shares, TNA and NAV at class level - Statement of Operations - prepared at fund level - Statement of Changes in Net Assets - distributions and capital stock at class level - Financial Highlights (class specific) - per share data/analysis (class specific) - Footnotes - Schedule of Investments 3. 60 day delivery to SEC and shareholders 59 SCHEDULE C ---------- 4. Preparation of semi-annual and annual N-SARs and Financial Data Sheet (Financial Information) 5. Preparation of Post-effective financial statements (if applicable) 6. Provide work area for auditors D. Other Financial Analyses 1. Sales information, portfolio turnover (monthly) 2. Performance Calculations (monthly) (class specific) 3. 1099 Miscellaneous - prepared for Directors/Trustees (annually) 4. 1099 Dividend insert card prepared - coordinate printing and mailing (annually) 5. 1099-DIV Form - validate per share amounts and tax status (annually) E. Review and Monitoring Functions 1. Review accruals and reclassification entries (class specific) 2. Review Financial Reporting generated entries to ensure proper update by accounting, ensure proper money movement by reviewing bank statements, expense analysis. Review capital stock reconciliations. 3. Asset Diversification (Sub-Chapter M and 1940 Act) and Income Qualification Tests (Sub-Chapter M) F. Preparation and distribution of monthly operational reports to management by 10th business day 1. Management Statistics (Recap) -when applicable a. portfolio (including top ten holdings) b. book gains/losses/per share c. net income, book income/per share d. share/shareholders e. distributions 2. Performance Analysis (per class) a. total return b. monthly, quarterly, year to date, average annually c. calculation of SEC yield (in accordance with SEC guidelines and interpretations and as mutually agreed upon with Customer) 3. Short-Short Analysis a. short-short income b. gross income (components) 60 SCHEDULE C ---------- 4. Portfolio Turnover a. market value b. cost of purchases c. net proceeds of sales d. average market value 5. Asset Diversification Test a. gross assets b. non-qualifying assets c. 5% issuers 6. Activity Summary a. shares sold, redeemed and reinvested b. change in investment c. change in price per share d. net sales 7. Expense Ratios - (per class) a. per quarter b. semiannual c. annual G. Provide rating agencies with statistical data on a monthly and quarterly basis H. For Money Market Funds - weekly Mark-to-Market review - 5% test - NAV variance IV. Special Issues Related to Foreign Investments A. Financial Reporting 1. Review and monitor treatment of currency gain/loss and capital gain/loss a. section 988 transactions b. section 1256 contracts c. section 1092 deferrals d. maintain reconciliation of portfolio forward realized gains/losses B. Tax Reporting (work closely with the Funds' independent audit firm) 1. Determine tax treatment of foreign investments and their impact on taxable income and capital gains 2. Calculate distributions to shareholders (if applicable) a. monitor character and impact of realized currency gain/loss on distribution amount b. adherence to 988(a)(1)(b) election (if applicable) 61 SCHEDULE C ---------- c. identify and compute book/tax difference d. preparation of distribution worksheet 3. Calculate income (reclaims) and expenses (tax withheld) by country in order to determine foreign tax credit available to shareholders (if appropriate) 4. Work with the advisor and independent audit firm in the identification of Passive Foreign Investment Companies (if appropriate), although primary responsibility will be with the investment adviser or investment manager 5. Calculate Dividend Received Deduction available to corporate shareholders and analyze domestic equity security holding periods 6. Preparation and maintenance of straddle schedules 7. Identification and compliance with the mark-to-market rules 8. Prepare return of capital worksheet for financial statement presentation with auditor review/discussion, if necessary 9. Provide schedules to auditors for audit/tax review to enable the audit firm to prepare and file the necessary tax forms (1120, 8613, K-1, etc.) V. Other Administrative Services which may be Performed by Other Party A. The provision of advice and counsel to the Funds with respect to regulatory matters, including monitoring regulatory and legislative developments that may affect the Funds and assisting the Funds in routine regulatory examinations or investigations. B. Generally, assisting in all aspects of the Funds' operations and providing general consulting services on a day to day, as needed, basis. C. In connection with the foregoing activities, maintenance of an office facility; D. In connection with the foregoing activities, the furnishing of clerical services and internal executive and administrative services, stationery and office supplies; and E. The maintenance by FDI of all books and records relating to its services to the Funds in accordance with Rule 3la-1 under the 1940 Act. 62 SCHEDULE D ---------- THE BRINSON FUNDS ----------------- DESCRIPTION OF FUND ACCOUNTING SERVICES --------------------------------------- Daily Accounting Services ------------------------- 1) Maintain the books and records of each Series and each Class within the Series. 2) Calculate Net Asset Value (and Offering Price) Per Share, at both a Series level and on Class level: . Enter manual prices supplied by Customer and/or broker. . Review variance reporting on-line and in hard copy for price changes in individual securities using variance levels established by Customer. Verify US dollar security prices exceeding variance levels by notifying Customer and pricing sources, of noted variance. . Complete daily variance review on foreign exchange rates and local foreign prices. Notify Customer of changes exceeding established levels for the Customer's verification. 3) Reconcile and Record All Daily Expense Accruals; on a Series level and on Class level. 4) Verify and Record All Daily Income Accruals for Debt Issues, on Series level and on Class level, if necessary. 5) Record Corporate Action, Cash Dividends and Capital changes on Securities, on a Series level and on Class level. 6) Record all Security Trades based on instruction from the Customer, on a Series level and Class level. 7) Record All Series Share Transactions. 8) Review and Reconcile With Custodian Statements: . Track status of past due items and failed trades handled by the Custodian. 9) Submission of Daily Accounting Reports as agreed to from time to time by Bank and Customer: . Bank represents that all Customer Information, in whatever form, is the property of the Customer. 63 SCHEDULE D ---------- Monthly Accounting Services --------------------------- 1) For the Series, full Financial Statement Preparation (automated Statements of Assets and Liabilities, of Operations and of Changes in Net Assets) and submission to Customer by 10th Business Day. . Class specific capital share activity and expenses will be disclosed also. 2) Submission of Monthly Reports Series Level: . Security Purchase/Sales Journal. . Interest and Maturity Report. . Brokers Ledger (Commission Report). . Security Ledger Transaction Report with Realized Gains/Losses. . Security Ledger Tax Lot Holdings Report. . Additional reports available upon request. 3) Reconcile Accounting Asset Listing to Custodian Asset Listing: Series Level . Report any security balance discrepancies to the Custodian/Customer. 4) Provide Monthly Analysis and Reconciliation of Additional Trial Balance Accounts, such as: Series Level . Security cost and realized gains/losses. . Interest/dividend receivable and income. . Payable/receivable for securities purchased and sold. . Unrealized and realized currency gains/losses. Series and Each Class . Payable/receivable for Fund shares; issued and redeemed . Expense payments and accruals analysis Annual (and Semi-Annual) Accounting Services -------------------------------------------- 1) Assist and supply auditors with schedules supporting securities and shareholder transactions, income and expense accruals, etc. for the Series and each Class during the year in accordance with standard audit assistance requirements. Provide reasonable space and necessary personnel to accommodate auditors. 2) Provide NSAR Reporting (Accounting Questions). 64 SCHEDULE D ---------- 3) If Appropriate, Prepare and Submit Annually During the Excise Reporting Period (October-December) to the Customer at the Series level: . Income by state reporting. . Standard Industry Code Valuation Report. . Alternative Minimum Tax Income segregation schedule. 65 SCHEDULE E ---------- THE BRINSON FUNDS ----------------- DESCRIPTION OF TRANSFER AGENCY ------------------------------ I. Shareholders File 1. Establish new accounts and enter demographic data into shareholder base. Includes review and file maintenance for all NSCC originated registration and data changes for FundServ, Networking and ACTS accounts for compliance with Investar customer file requirements. 2. Create Combined Statement File to link accounts within the Fund and across funds within the Fund Group. Facilitates account maintenance, lead tracking, quality control, household mailings and combined statements. 3. Systematic linkage of shareholder accounts with exact matches on Social Security Number and address for the purpose of consolidated account history reporting. Monthly production of laser printed combined statements. 4. Production of mailing labels which enable the Fund to do special mailings to each address in the Fund Group rather than each account. 5. Maintain account and customer file records based on shareholder request and routine quality review. 6. Maintain tax ID certification and NRA records for each account, including backup withholding. 7. Produce shareholder statements for daily activity, dividends, on- request, third party and monthly mailings. 8. Produce shareholder lists, labels and ad hoc reports to Fund management as requested. 9. Automated processing of dividends and capital gains with daily, monthly, quarterly or annual distributions. Payment options include reinvestment, directed payment to another fund, cash via mail, Fed wire or ACH. 10. Coordination of registration of the Funds with the National Securities Clearing Corporation ("NSCC") and filing of required Fund/SERV reports with the NSCC. 66 SCHEDULE E II. Shareholder Services 1. Answer shareholder calls: provide routine account information, transaction details including direct and wire purchases, redemptions, exchanges, systematic withdrawals, pre-authorized drafts, Fund SERV and wire order trades, problem solving and process telephone transactions. 2. Customized recording of fund prices daily after regular business hours for shareholder access. 3. Silent monitoring of shareholder class by the phone supervisor to ensure quality of customer service. 4. Record and maintain tape recordings of all shareholder calls for a six month period. 5. Systematic production of daily management reports of shareholder calls which track volumes, length of calls, average wait time and abandoned call rates to ensure quality service. 6. Customer inquiries received by letter or telephone are researched by a correspondence team member. These inquires include such items as, account/customer file information, complete historical account information, stop payments on checks, transaction details and lost certificates. III. Investment Processing 1. Initial and subsequent investments by checks, Fed wire, or Automated Clearing House ("ACH"). 2. Pre-authorized investment (PAD) through ACH System. 3. Prepare and process daily bank deposit of shareholder investments. 4. NSCC - FundSERV and networking trades. IV. Redemption Processing 1. Process letter redemption requests. 2. Process telephone redemption transactions. 67 SCHEDULE E 3. Establish Systematic Withdrawal File and process automated transactions on monthly basis. 4. Issue checkbooks and process checkbook redemptions through agent bank. 5. Redemption proceeds distributed to shareholder by check, Fed wire or ACH processing. 6. Provide NSCC - FundSERV and networking trade processing. V. Exchange & Trade Processing 1. Process legal transfers. 2. Issue and cancel certificates. 3. Replace certificates through surety bonds (separate charge to shareholder). 4. Process exchange transactions (letter and telephone request). 5. Process ACATS transfers. VI. Retirement Plans 1. Fund sponsored IRAs offered using Chase as custodian. Services include: a. Contribution processing b. Distribution processing c. Apply rollover transactions d. Process Transfer of Assets e. Letters of Acceptance to prior custodians f. Notify IRA holders of 70 1/2 requirements g. Calculate Required Minimum Distributions h. Maintain beneficiary information file I. Solicit birth date information 2. Fund sponsored SEP-IRA plans offered using Chase as custodian. Services include those listed under IRAs and: a. Identification of employer contributions 3. Fund sponsored Qualified plans (401(k) and 403(b) only) offered. a. Omnibus account processing only b. Produce annual statements (omnibus account only) c. Process contributions (omnibus account only) 68 SCHEDULE E d. Process distributions (omnibus account only) e. Process rollover and Transfer of Assets transactions (omnibus account only) VII. Settlement & Control 1. Daily review of processed shareholder transactions to assure input was processed correctly. Accurate trade activity figures passed to Fund's Accounting Agent by 10:00am EST. 2. Preparation of daily cash movement information to be passed to the Fund's Accounting Agent and Custodian Bank by 10:00am EST for use in determining Fund's daily cash availability. 3. Prepare a daily share reconcilement which balances the shares on the Transfer Agent system to those on the books of the Fund. 4. Resolve any outstanding share or cash issues that are not cleared. 5. Process shareholder adjustments to include the proper notification of any booking entries needed, as well as any necessary cash movement. 6. Settlement and review of Fund's declared dividends and capital gains to include the following: a. Review record date report for accuracy of shares. b. Preparation of dividend settlement report after dividend is posted. Verify the posting date shares, the rates used and the NAV price of reinvest date to ensure dividend was posted properly. c. Distribute copies to the Fund's Accounting Agent. d. Preparation of the checks prior to being mailed. e. Sending of any dividends via wires if requested. f. Preparation of cash movement information for each portion of the dividend payout on payable date. 7. Placement of stop payments on dividend and liquidation checks as well as the issuance of their replacements. 8. Maintain inventory control for stock certificates and dividend check form. 9. Monthly deposits to the IRS of all taxes withheld from shareholder disbursements, distributions and foreign account distributions. Correspond with the IRS concerning any of the above issues. 10. Timely settlement and cash movement for all NSCC/FundSERV activity. 69 SCHEDULE E VIII. Year End Processing 1. Maintain shareholder records in accordance with IRS notices for under- reporting and invalid Tax Ids. This includes initiating 31 % backup withholding and notifying shareholders of their tax status and the corrective action which is needed. 2. Conduct annual W-9 solicitation of all uncertified accounts. Update account tax status to reflect backup withholding or certified status depending upon responses. 3. Conduct periodic W-8 solicitation of all non-resident alien shareholder accounts. Update account tax status with updated shareholder information and treaty rates for NRA tax. 4. Review IRS Revenue Procedures for changes in transaction and distribution reporting and specifications for the production of forms to ensure compliance. 5. Coordinate year end activity with client. Activities include producing year end statement, scheduling record dates for year dividends and capital gains, production of combined statements, printing of inserts to be mailed with tax forms. 6. Distribute Dividend Letter to funds for them to sign off on all distributions paid year to date. Dates and rates must be authorized so that they can be used for reporting to the IRS. 7. Coordinate the ordering of form stock and envelopes from vendor in preparation of tax reporting. Review against IRS requirements to ensure accuracy. 8. Prepare form flashes for the microfiche or microfilm vendor. Test and oversee the production of fiche or film for year end statements and tax forms. 9. Match and settle tax reporting totals to fund records and on-line data from Investar. 10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and year end valuations. Quality assure forms before mailing to shareholders. 11. Monitor IRS deadlines and special events such as cross over dividends and prior year IRA contributions. 12. prepare IRS magnetic tapes and appropriate forms for the filing of all reportable activity to the Internal Revenue Service. 70 SCHEDULE E ---------- IX. Client Services 1. An Account Manager is assigned to each relationship. The Account Manager acts as the liaison between the Fund and the Transfer Agency staff. Responsibilities include scheduling of events, system enhancement implementation, special promotion/event implementation and follow-up, and constant fund interaction on daily operational issues. Specifically: a. Scheduling of dividends, proxies, report mailing and special mailings. b. Coordinate with the Fund the shipment of materials for scheduled mailings. c. Liaison between the Fund and support services for preparation of proofs and eventual printing of statement forms, certificates, proxy cards, envelopes. d. Handle all notification regarding proxy tabulation through the meeting. Coordinate scheduling of materials, including voted cards, tabulation letters, and shareholder list, to be available for the meeting. e. Order special reports, tapes, discs for special systems requests received. f. Implement new operational procedures, e.g., check writing feature, load discounts, minimum waivers, sweeps, telephone options, PAD promotions. g. Coordinate with systems, services and operations on special events, e.g., mergers, new fund start ups, small account liquidations, combined statements, household mailings, additional mail files. h. Prepare standard operating procedures and review prospectus for new funds and our current client base. Coordinate implementation of suggested changes with the Fund. i. Liaison between the Fund and the transfer agency staff regarding all service and operational issues. 2. Proxy Processing a. Coordinate printing of cards with vendor. b. Coordinate mailing of cards with Account Manger and mailroom. c. Provide daily report totals to Account Manager for client notification. d. Preparation of affidavit of mailing documents. e. Provide one shareholder list. f. Prepare final tabulation letter. 3. Blue Sky Processing a. Maintain file with additions, deletions, changes and updates at the Fund's direction. b. Provide daily and monthly reports to enable the Fund to do necessary state filings. 71 SCHEDULE F FEE SCHEDULE FOR THE BRINSON FUNDS ---------------------------------- Accounting, Administration, Transfer Agency and Custody Services Annual Fee Schedule 1. On an annual basis, 0.25 basis points of the average weekly U.S. assets of the Customer and 5.25 basis points of the average weekly non-U.S. assets of the Customer, 32.50 basis points of the average weekly emerging markets equity assets of the Customer and 1.90 basis points of the average weekly emerging markets debt assets of the Customer. There will be an annual fee of $25 for each shareholder account within The Brinson Funds. An additional fee of 7.50 basis points will be charged for administrative duties. PLEASE NOTE: The additional fee of 7.50 basis points can ONLY be charged up to the extent it does not make a fund exceed its expense cap. Please see below for the expense caps of each fund within The Brinson Funds, excluding all loads and 12(b)-l fees: Fund Expense Cap ---- ----------- Global Fund 110 basis points Global Equity Fund 100 basis points Global Bond Fund 90 basis points U.S. Balanced Fund 80 basis points U.S. Equity Fund 80 basis points U. S. Bond Fund 60 basis points Non-U.S. Equity Fund 100 basis points NO FEE (asset based or otherwise) will be charged on any investments made by any fund into any other fund managed by Brinson Partners, Inc. Fees are to be charged ONLY where actual non-Brinson Partners, Inc.-sponsored investment company or series securities are held. Assets of a series which are invested in another Brinson Partners, Inc. sponsored investment company or series shall not be counted in determining whether or not the charging of the 7.50 basis points charge for administrative duties would cause a fund to exceed its fee cap and shall not be counted in determining the amount of assets subject to the 7.50 basis points. For purposes of this Schedule F, the "average weekly U.S. assets of the customer" means the average weekly U.S. assets custodied within the United States of the Customer as calculated by the Accounting Agent for the month for which the statement reflecting the charges for a given month relates. For purposes of this Schedule F, the "average weekly non-U.S. assets of the customer" means the average weekly balance of countries included in the Morgan Stanley Capital World Ex-U.S.A. (free) Index or the Salomon Non-U.S. Government Bond Index (including assets with a country of issue of the European Economic Community and held in Euroclear or CEDEL) custodied outside the 72 SCHEDULE F ---------- United States of the Customer as calculated by the Accounting Agent for the month for which the statement reflecting the charges for a given month relates. For purposes of this Schedule F, the "average weekly emerging markets equity assets of the customer" means the average weekly balance of the countries included in the International Finance Corporation Global index (excluding countries included in the Morgan Stanley Capital World Ex- U.S.A. (free) Index or the Salomon Non-U.S. Government Bond Index, but including assets with a country of issue in the local market contained in such index that are held in Euroclear or CEDEL) custodied outside the United States of the Customer's emerging markets equity funds as calculated by the Accounting Agent for the month for which the statement reflecting the charges for a given month relates. For purposes of this Schedule F, the "average weekly emerging markets debt assets of the customer" means the average weekly balance of the countries included in the J.P. Morgan Emerging Markets Bond Index Plus custodied outside the United States of the Customer's emerging markets debt funds (including assets with a country of issue in the local market contained in such index that are held in Euroclear or CEDEL) as calculated by the Accounting Agent for the month for which the statement reflecting the charges for a given month relates. Those fees include all out-of-pocket expenses or transaction charges incurred by the accountant, administrator, transfer agent and custodian with the exception of the following. The Customer will be billed directly by Other Parties for the following direct Customer expenses or transaction charges: (1) taxes; (2) salaries and other fees of officers and directors who are not officers, directors, shareholders or employees of Other Parties, or the Customer's investment adviser; (3) SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; (4) EDGAR filing fees; (5) independent public accountants; (6) insurance premiums including fidelity bond premiums; (7) outside legal expenses; (8) costs of maintenance of corporate existence; (9) expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders of the Customer; 73 SCHEDULE F ---------- (10) expenses of printing and production costs of shareholders' reports and proxy statements and materials; (11) trade association dues and expenses; and (12) travel and lodging expenses of the Customer's directors and officers who are not directors, officers and/or employees of Other Parties. Customer will not be billed directly for any direct Customer Expenses or pay any other direct Customer expenses, unless the payment of such direct expenses is agreed to in writing by Customer. 2. Upon termination of the provision of services under this Agreement before the end of any month, the fee for the part of the month before such termination or the date after which the provision of services ceases, whichever is later, shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of such termination or the date after which the provision of the services ceases, whichever is later. 74 SCHEDULE F SCHEDULE F FEE SCHEDULE FOR THE BRINSON FUNDS as amended on November 24, 1997 Accounting, Administration, Transfer Agency and Custody Services Annual Fee Schedule 1. On an annual basis, 0.25 basis points of the average weekly U.S. assets of the Customer and 5.25 basis points of the average weekly non-U.S. assets of the Customer, 32.50 basis points of the average weekly emerging markets equity assets of the Customer and 1.90 basis points of the average weekly emerging markets debt assets of the Customer. There will be an annual fee of $25 for each shareholder account within The Brinson Funds. An additional fee of 7.50 basis points will be charged for administrative duties. PLEASE NOTE: The additional fee of 7.50 basis points can ONLY be charged up to the extent it does not make a fund exceed its expense cap. Please see below for the expense caps of each fund within The Brinson Funds, excluding all loads and 12(b)-1 fees: Fund Expense Cap ---- ----------- Global Fund 110 basis points Global Equity Fund 100 basis points Global Bond Fund 90 basis points U.S. Balanced Fund 80 basis points U.S. Equity Fund 80 basis points U.S. Bond Fund 60 basis points Non-U.S. Equity Fund 100 basis points U.S. Large Capitalization Equity Fund 80 basis points NO FEE (asset based or otherwise) will be charged on any investments made by any fund into any other fund managed by Brinson Partners, Inc. Fees are to be charged ONLY where actual non-Brinson Partners, Inc.-sponsored investment company or series securities are held. Assets of a series which are invested in another Brinson Partners, Inc.-sponsored investment company or series shall not be counted in determining whether or not the charging of the 7.50 basis points charge for administrative duties would cause a fund to exceed its fee cap and shall not be counted in determining the amount of assets subject to the 7.50 basis points. For purposes of this Schedule F, the "average weekly U.S. assets of the customer" means the average weekly U.S. assets custodied within the United States of the Customer as calculated by the Accounting Agent for the month for which the statement reflecting the charges for a given month relates. For purposes of this Schedule F, the "average 75 SCHEDULE F ---------- SCHEDULE F as amended on November 24, 1997 weekly non-U.S. assets of the customer" means the average weekly balance of countries included in the Morgan Stanley Capital World Ex-U.S.A. (free) Index or the Salomon Non-U.S. Government Bond Index (including assets with a country of issue of the European Economic Community and held in Euroclear or CEDEL) custodied outside the United States of the Customer as calculated by the Accounting Agent for the month for which the statement reflecting the charges for a given month relates. For purposes of this Schedule F, the "average weekly emerging markets equity assets of the customer" means the average weekly balance of the countries included in the International Finance Corporation Global Index (excluding countries included in the Morgan Stanley Capital World Ex-U.S.A. (free) Index or the Salomon Non-U.S. Government Bond Index, but including assets with a country of issue in the local market contained in such index that are held in Euroclear or CEDEL) custodied outside the United States of the Customer's emerging markets equity funds as calculated by the Accounting Agent for the month for which the statement reflecting the charges for a given month relates. For purposes of this Schedule F, the "average weekly emerging markets debt assets of the customer" means the average weekly balance of the countries included in the J.P. Morgan Emerging Markets Bond Index Plus custodied outside the United States of the Customer's emerging markets debt funds (including assets with a country of issue in the local market contained in such index that are held in Euroclear or CEDEL) as calculated by the Accounting Agent for the month for which the statement reflecting the charges for a given month relates. Those fees include all out-of-pocket expenses or transaction charges incurred by the accountant, administrator, transfer agent and custodian with the exception of the following. The Customer will be billed directly by Other Parties for the following direct Customer expenses or transaction charges: (1) taxes; (2) salaries and other fees of officers and directors who are not officers, directors, shareholders or employees of Other Parties, or the Customer's investment adviser; (3) SEC and state Blue Sky registration and qualification fees, levies, fines and other charges; (4) EDGAR filing fees; (5) independent public accountants; (6) insurance premiums including fidelity bond premiums; 76 SCHEDULE F ---------- SCHEDULE F as amended on November 24, 1997 (7) outside legal expenses; (8) costs of maintenance of corporate existence; (9) expenses of typesetting and printing of prospectuses for regulatory purposes and for distribution to current shareholders of the Customer; (10) expenses of printing and production costs of shareholders' reports and proxy statements and materials; (11) trade association dues and expenses; and (12) travel and lodging expenses of the Customer's directors and officers who are not directors, officers and/or employees of Other Parties. Customer will not be billed directly for any direct Customer Expenses or pay any other direct Customer expenses, unless the payment of such direct expenses is agreed to in writing by Customer. 2. Upon termination of the provision of services under this Agreement before the end of any month, the fee for the part of the month before such termination or the date after which the provision of services ceases, whichever is later, shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of such termination or the date after which the provision of the services ceases, whichever is later. 77 EX-99.J 16 CONSENT OF ERNST AND YOUNG Exhibit 99.j CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Financial Highlights," "Independent Auditors" and "Financial Statements" and to the incorporation by reference of our reports for The Brinson Funds (comprised of Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Capitalization Equity Fund, U.S. Bond Fund and Non-U.S. Equity Fund) dated August 7, 1998, in the Registration Statement (Form N-1A) and related prospectus, filed with the Securities and Exchange Commission in this Post-Effective Amendment No. 21 to the Registration Statement under the Securities Act of 1933 (Registration No. 33-47287) and in this Amendment No. 22 to the Registration Statement under the Investment Company Act of 1940 (Registration No. 811-6637). ERNST & YOUNG LLP Chicago, Illinois September 14, 1998 EX-99.L 17 LETTER OF UNDERSTANDING EX-99.1 Three Tel: (312) 220-7111 First National Plaza Fax: (312) 220-7199 9th Floor, Suite 120 Chicago, Illinois 60602-1298 - -------------------------------------------------------------------------------- BRINSON Chicago . London . Tokyo PARTNERS, INC. E. Thomas McFarlan Managing Partner July 1, 1992 The Brinson Funds, Inc. 209 South LaSalle Street Chicago, IL 60604 Gentlemen: We propose to acquire 10,000 shares of common stock (the "Shares") of the Brinson Global Fund series of The Brinson Funds, Inc. (the "Fund") at a purchase price of $10 per share for a total of $100,000. We will purchase the Shares in a private offering prior to the effectiveness of the Form N-1A registration statement filed by the Fund under the Securities Act of 1933. The Shares are being purchased pursuant to Section 14 of the Investment Company Act of 1940 to serve as the seed money for the Fund prior to the commencement of the public offering of its shares. In connection with such purchase, we understand that: (i) we, the purchaser, intend to acquire the Shares for our own account as the sole beneficial owner thereof and have not present intention of redeeming or reselling the Shares so acquired; and (ii) in the event any of the initial 10,000 Shares are redeemed during the first five years, the Fund may charge against our redemption proceeds a pro rate portion of any unamortized organizational expenses which would be borne by such Shares during the balance of the initial five year period were they not to be redeemed. We consent to the filing of this Investment Letter as an exhibit to the form N-1A registration statement of the Fund. Sincerely, BRINSON PARTNERS, INC. /s/ E. Thomas McFarlan - ---------------------- E. Thomas McFarlan EX-99.M1 18 AMENDED DISTRIBUTION PLAN EX-99.m1 Amended Distribution Plan Relating to the UBS Investment Funds Shares of The Brinson Funds The following Distribution Plan (the "Plan") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") by The Brinson Funds (the "Trust") for the UBS Investment Funds class of shares (each individually a "Class" and collectively the "Classes") of each of the Global Fund series, Global Equity Fund series, Global Bond Fund series, U.S. Balanced Fund series, U.S. Equity Fund series, U.S. Bond Fund series, Non-U.S. Equity Fund series and U.S. Large Capitalization Equity Fund series (individually a "Fund" or collectively the "Funds"), for the use of the UBS Investment Funds class of shares of a Fund and any UBS Investment Funds class of shares of separate series of the Trust hereinafter organized. The Plan has been approved by a majority of the Board of Trustees of the Trust (the "Board of Trustees"), including a majority of the Trustees who are not interested persons of the Trust and who have no direct, or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the "non-interested Trustees"), cast in person at a meeting called for the purpose of voting on such Plan. In reviewing the Plan, the Board of Trustees determined that adoption of the Plan would be prudent and in the best interests of each Fund and its shareholders. Such approval included a determination that in the exercise of its reasonable business judgment and in light of its fiduciary duties, there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders. The provisions of the Plan are: 1. (a) Each Class shall reimburse Brinson Partners, Inc. (the "Manager"), Funds Distributor, Inc. (the "Distributor") or others for all expenses incurred by such parties in the promotion and distribution of the shares of the Class, including but not limited to, the printing of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and advertisements and other distribution-related expenses, as well as any payments to securities dealers or others for assistance in selling shares of the Class in accordance with a selling agreement with the Trust on behalf of a Fund's Class or the Distributor, which form of agreement has been approved from time to time by the Trustees, including the non-interested Trustees. The maximum aggregate amount which may be reimbursed by a Class to such parties in accordance with this paragraph shall be 0.65 % per annum of the average daily net assets of the Class. The parties hereto may, however, agree from time to time to limit the reimbursement called for by this paragraph to amounts less than 0.65 % with respect to a Fund. The current agreement between the parties for maximum reimbursement with respect to each Fund is attached hereto as Schedule A, which schedule may be amended from time to time by the parties hereto. (b) In addition to the amounts described in (a) above, the Fund shall pay (i) to the Distributor for payment to dealers or others, or (ii) directly to others, an amount not to exceed 0.25% per annum of the Class' average daily net assets represented by shares of the Class from time to time, as a service fee. The monies to be paid pursuant to this paragraph l(b) shall be used EX-99.m1 to pay dealers or others for, among other things, furnishing personal services and maintaining shareholder accounts, which services include, among other things, assisting in establishing and maintaining customer accounts and records; assisting with purchase and redemption requests; arranging for bank wires; monitoring dividend payments from the Fund on behalf of customers; forwarding certain shareholder communications from the Fund to customers; receiving and answering correspondence; and aiding in maintaining the investment of their respective customers in the Class. Any amounts paid under this paragraph l(b) shall be paid pursuant to a servicing or other agreement, which form of agreement has been approved from time to time by the Trustees, including a majority of the non-interested Trustees. 2. All payments in connection with this Plan shall be made quarterly by each Class to the appropriate parties, or more or less frequently upon mutual agreement of the parties. 3. The Manager and the Distributor shall collect and monitor the documentation of payments made under paragraph 1 above, and shall furnish to the Board of Trustees of the Trust, for its review, on a quarterly basis, a written report of the monies reimbursed to the Manager, the Distributor and others under the Plan as to a Fund's Class, and shall furnish the Board of Trustees of the Trust with such other information as the Board may reasonably request in connection with the payments made under the Plan as to a Fund's Class in order to enable the Board to make an informed determination of whether the Plan should be continued for each Class. 4. The Plan shall continue in effect for each Class for a period of more than one year only so long as such continuance is specifically approved at least annually by the Trust's Board of Trustees, including the non-interested Trustees, cast in person at a meeting called for the purpose of voting on the Plan. 5. The Plan, or any agreements entered into pursuant to this Plan, may be terminated at any time, without penalty, by vote of a majority of the outstanding voting securities of a Class with respect to that Class, or by vote of a majority of the non-interested Trustees, on not more than sixty (60) days' written notice, and shall terminate automatically in the event of any act that constitutes an assignment of the management agreement between the Trust on behalf of the relevant series of the Trust and the Manager. 6. The Plan and any agreements entered into pursuant to this Plan may not be amended to increase materially the amount to be spent by a Class for distribution pursuant to Paragraph 1 hereof without approval by a majority of the Class' outstanding voting securities. 7. All material amendments to the Plan, or any agreements entered into pursuant to this Plan, shall be approved by the non-interested Trustees cast in person at a meeting called for the purpose of voting on any such amendment. 8. So long as the Plan is in effect, the selection and nomination of the Trust's non-interested Trustees shall be committed to the discretion of such non-interested Trustees. EX-99.m1 SCHEDULE A* The Brinson Funds (the "Trust"), Brinson Partners, Inc. (the "Manager") and Funds Distributor, Inc. (the "Distributor") hereby agree that the maximum amount which the Manager or the Distributor shall seek reimbursement for in accordance with the Rule 12b-1 Plan relating to the UBS Investment Funds class of shares of the Trust, is as follows:
Fund Amount ---- ------ UBS Investment Fund - Global 0.40% UBS Investment Fund - Global Equity 0.51% UBS Investment Fund - Global Bond 0.24% UBS Investment Fund - U.S. Balanced 0.25% UBS Investment Fund - U.S. Equity 0.27% UBS Investment Fund - U.S. Large Capitalization Equity 0.27% UBS Investment Fund - U.S. Bond 0.22% UBS Investment Fund - Non-U.S. Equity 0.59%
THE BRINSON FUNDS /s/ Carolyn M. Burke -------------------------- Carolyn M. Burke Secretary BRINSON PARTNERS, INC. /s/ E. Thomas McFarlan -------------------------- E. Thomas McFarlan President FUNDS DISTRIBUTOR, INC. /s/ Marie E. Connolly -------------------------- Marie E. Connolly President and Chief Executive Officer * As approved February 21, 1995 and Amended/Revised on November 26, 1995, July 28, 1995, August 26, 1996, February 24, 1997, November 24, 1997 and August 24, 1998 EX-99.M2 19 DISTRIBUTION PLAN - BRINSON FUND CLASS N SHARES EX-99.m2 DISTRIBUTION PLAN RELATING TO THE BRINSON FUND-CLASS N SHARES OF THE BRINSON FUNDS The following Distribution Plan (the "Plan") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), by The Brinson Funds (the "Trust") on behalf of the Brinson Fund-Class N shares (each individually a "Class" and collectively, the "Classes") of each of the series of the Trust as listed on Schedule A attached hereto (which may be amended from time to time to add or delete series). Each series listed on Schedule A is referred to herein individually as a "Fund" or collectively as the "Funds". The Plan is adopted for the use of Brinson Fund-Class N shares of the Funds and any Brinson Fund-Class N shares of separate series of the Trust hereinafter organized. The Plan has been approved by a majority of the Trust's Board of Trustees, including a majority of the trustees who are not interested persons of the Trust (as that term is defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Plan (the "non- interested trustees"), cast in person at a meeting called for the purpose of voting on such Plan. In reviewing the Plan, the Board of Trustees of the Trust determined that adoption of the Plan would be prudent and in the best interests of each Fund and its shareholders. Such approval included a determination by the Trustees that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit each Fund and its shareholders. The Plan has also been approved by a vote of the sole initial shareholder of the Brinson Fund-Class N shares of each Fund. The provisions of the Plan are: 1. Each Class shall reimburse Brinson Partners, Inc. (the "Manager"), Funds Distributor, Inc. (the "Distributor") or others for all expenses incurred by such parties in the promotion and distribution of the shares of the Class, including but not limited to, the printing of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and related expenses, advertisements, and other distribution-related expenses, as well as any distribution or service fees paid to securities dealers or others who have executed a servicing agreement with the Trust on behalf of the Class, the Manager on behalf of the Class, the Distributor, the Fund's transfer agent, shareholder servicing agent, administrator or sub-administrator on behalf of the Class, which form of agreement has been approved from time to time by the trustees, including the non-interested trustees. 2. The maximum aggregate amount which may be reimbursed by a Class to such parties pursuant to Paragraph 1 herein shall be 0.25% per annum of the average daily net assets of the Class. Said reimbursement shall be made quarterly by the Class to such parties. EX-99.m2 3. The Manager and the Distributor shall collect and monitor the documentation of payments made under paragraphs 1 and 2 above, and shall furnish to the Board of Trustees of the Trust, for their review, on a quarterly basis, a written report of the monies reimbursed to them and others under the Plan as to a Fund's Class, and shall furnish the Board of Trustees of the Trust with such other information as the Board may reasonably request in connection with the payments made under the Plan as to a Fund's Class in order to enable the Board to make an informed determination of whether the Plan should be continued for such Class. 4. The Plan shall continue in effect for each Class for a period of more than one year only so long as such continuance is specifically approved at least annually by the Trust's Board of Trustees, including the non-interested trustees, cast in person at a meeting called for the purpose of voting on the Plan. 5. The Plan, or any agreements entered into pursuant to the Plan, may be terminated at any time, without penalty, by vote of a majority of the outstanding voting securities of a Class with respect to that Class, or by vote of a majority of the non-interested trustees, on not more than sixty (60) days' written notice, and shall terminate automatically in the event of any act that constitutes an assignment of the management agreement between the Trust on behalf of the relevant Funds of the Trust and the Manager. 6. The Plan and any agreements entered into pursuant to the Plan may not be amended to increase materially the amount to be spent by a Class for distribution pursuant to Paragraph 2 hereof without approval by a majority of the outstanding voting securities of the Class. 7. All material amendments to the Plan, and any agreements entered into pursuant to the Plan, shall be approved by the non-interested trustees cast in person at a meeting called for the purpose of voting on any such amendment or agreement. 8. So long as the Plan is in effect, the selection and nomination of the Trust's non-interested trustees shall be committed to the discretion of such non-interested trustees. 9. This Plan shall take effect on the 30th day of June, 1997. EX-99.m2 This Plan and the terms and provisions thereof are hereby accepted and agreed to by the Fund, the Manager and the Distributor as evidenced by their execution hereof. THE BRINSON FUNDS /s/ Carolyn M. Burke -------------------------- Carolyn M. Burke Secretary BRINSON PARTNERS, INC. /s/ E. Thomas McFarlan -------------------------- E. Thomas McFarlan President FUNDS DISTRIBUTOR, INC. /s/ Marie E. Connolly -------------------------- Marie E. Connolly President and Chief Executive Officer EX-99.m2 SCHEDULE "A"* Series subject to the Distribution Plan relating to the following class of shares of The Brinson Funds: Series ------ Brinson Global Fund - Class N Brinson Global Equity Fund - Class N Brinson Global Bond Fund - Class N Brinson U.S. Balanced Fund - Class N Brinson U.S. Equity Fund - Class N Brinson U.S. Large Capitalization Equity Fund - Class N Brinson U.S. Bond Fund - Class N Brinson Non-U.S. Equity Fund - Class N Date: June 30, 1998 * As approved 5/19/97 and revised 11/24/97 EX-99.M3 20 SELECTED DEALER AGREEMENT - UBS INVEST. FUND EX-99.m3 [UBS Selected Selling Agreement] Dear Sirs: As the principal underwriter of the UBS Investment Funds class of shares ("the UBS Investment Funds") of certain registered investment companies presently or hereafter managed, advised or administered by Brinson Partners, Inc., shares of which companies are distributed by us at their respective net asset values plus sales charges as applicable and as described in the current prospectuses and statements of additional information for such registered investment companies, pursuant to our Distribution Agreements with such companies (the "Trust"), we invite you, a "bank" (as such term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to participate as a non-exclusive agent in the distribution of shares of any and all of the UBS Investment Funds upon the following terms and conditions: 1. You are to offer and sell such shares only at the public offering prices which shall be currently in effect, in accordance with the terms of the then current prospectuses and statements of additional information of the UBS Investment Funds subject in each case to the delivery prior to or at the time of such sales of the then current prospectus. You agree to act only as agent in such transactions and nothing in this Agreement shall constitute either of us the agent of the other or shall constitute you or the Trust the agent of the other. In all transactions in these shares between you and us, we are acting as agent for the Trust and not as principal. All orders are subject to acceptance by us, and ultimately the UBS Investment Funds, and become effective only upon confirmation by us. We reserve the right in our sole discretion and the UBS Investment Funds reserve the right in their sole discretion to reject any order. The minimum dollar purchase of shares of the UBS Investment Funds shall be the applicable minimum amounts described in the then current prospectuses and statements of additional information and no order for less than such amounts will be accepted. 2. On each purchase of shares by you from us, the total sales charges and discount to selected dealer, if any, shall be as stated in each UBS Investment Fund's then current prospectus and statement of additional information. Such sales charges and discount to selected dealers are subject to reductions under a variety of circumstances as described in each UBS Investment Fund's then current prospectus and statement of additional information. To obtain these reductions, we must be notified when the sale takes place which would qualify for the reduced charge. There is no sales charge or discount to selected dealers on the reinvestment of any dividends or distributions. 3. All purchases of shares of a UBS Investment Fund made under any cumulative purchase privilege as set forth in a Fund's then current effective Prospectus shall be considered an individual transaction for the purpose of determining the concession from the public offering price to which you are entitled as set forth in paragraph 2 hereof. EX-99.m3 4. As an authorized agent to sell shares, you agree to purchase shares of the UBS Investment Funds only through us or from your customers. Purchases through us shall be made only for your own investment purposes or for the purpose of covering purchase orders already received from your customers, and we agree that we will not place orders for the purchase of shares from a UBS Investment Fund except to cover purchase orders already received by us. Purchases from your customers shall be at a price not less than the net asset value quoted by each such UBS Investment Fund at the time of such purchase. Nothing herein contained shall prevent you from selling any shares of a UBS Investment Fund for the account of a record holder to us or to such UBS Investment Fund at the net asset value quoted by us and charging your customer a fair commission for handling the transaction. 5. You agree that you will not withhold placing customers' orders so as to profit yourself as a result of such withholding. 6. You agree to sell shares of the UBS Investment Funds only (a) to your customers at the public offering prices then in effect or (b) to us as agent for the UBS Investment Funds or to each such UBS Investment Fund itself at the redemption price, as described in each UBS Investment Fund's then current effective Prospectus. 7. Settlement shall be made promptly, but in no case later than the time customary for such payments after our acceptance of the order or, if so specified by you, we will make delivery by draft on you, the amount of which draft you agree to pay on presentation to you. If payment is not so received or made, the right is reserved forthwith to cancel the sale or at our option to resell the shares to the applicable UBS Investment Fund, at the then prevailing net asset value in which latter case you agree to be responsible for any loss resulting to such UBS Investment Fund or to us from your failure to make payment as aforesaid. 8. If any shares sold to you under the terms of this Agreement are repurchased by a UBS Investment Fund or by us as agent, or for the account of that UBS Investment Fund or are tendered to that UBS Investment Fund for purchase at liquidating value under the terms of the Agreement and Declaration of Trust or other document governing such UBS Investment Fund within seven (7) business days after the date of confirmation to you of your original purchase order therefor, you agree to pay forthwith to us the full amount of the concession allowed to you on the original sale and we agree to pay such amount to the UBS Investment Fund when received by us. We shall notify you of such repurchase within ten (10) days of the effective date of such repurchase. 9. All sales will be subject to receipt of shares by us from the UBS Investment Funds. We reserve the right in our discretion without notice to you to suspend sales or withdraw the offering of shares entirely, or to modify or cancel this Agreement. We will notify you promptly when we become aware that the UBS Investment Funds have suspended sales or withdrawn their offering of shares. 10. From time to time during the term of this Agreement we may make payments to you pursuant to one or more of the distribution and/or service plans adopted by certain of The EX-99.m3 UBS Investment Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") in consideration of your furnishing distribution and/or shareholder services hereunder with respect to each such Fund (each, a "Plan," together, the "Plans"). We have no obligation to make any such payments and you hereby waive any such payments until we receive monies therefor from the Fund. Any such payments made pursuant to this Section 10 shall be subject to the following terms and conditions: (a) Any such payments shall be based on the current net asset values of shares of the UBS Investment Funds held in the accounts of your customers or certain customers and the periods for which such shares have been held, as set forth in the Compensation Schedule attached hereto as Exhibit A, as the same may be amended by us at any time and from time to time by notice thereof to you. Any such payments shall be in addition to the selling concession, if any, allowed to you pursuant to this Agreement. No such fee will be paid to you with respect to shares purchased by you and redeemed by the UBS Investment Funds or by us as agent within seven business days after the dates of confirmation of such purchase. (b) The provisions of this Section 10 relate to the Plan adopted by a particular Fund pursuant to Rule 12b-1. In accordance with Rule 12b-1, any person authorized to direct the disposition of monies paid or payable by a Fund pursuant to this Section 10 shall provide the Fund's Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. You agree to provide us with such information as requested from time to time in order for us to fulfill our obligations under this Agreement and under the Plans to provide the Board of Trustees of the UBS Investment Funds with the required information on at least a quarterly basis. (c) The provisions of this Section 10 applicable to each UBS Investment Fund shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved at least annually in conformity with Rule 12b-1 and the Act. The provisions of this Section 10 shall automatically terminate with respect to a particular Plan in the event of the assignment (as defined by the Act) of this Agreement, in the event such Plan terminates or is not continued or in the event this Agreement terminates or ceases to remain in effect. In addition, the provisions of this Section 10 may be terminated at any time, without penalty, with respect to any particular Plan by you, by a majority of the Board of Trustees of a UBS Investment Fund who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of the particular Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of the Trust on not more than 60 days' nor less than 30 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party. 11. No person is authorized to make any representations concerning the UBS Investment Funds or shares of the UBS Investment Funds except those contained in each UBS Investment Fund's then current effective Prospectus or Statement of Additional Information and any such information as may be released by a UBS Investment Fund as EX-99.m3 information supplemental to such Prospectus or Statement of Additional Information. In purchasing shares through us you shall rely solely on the representations contained in each UBS Investment Fund's then current effective Prospectus or Statement of Additional Information and supplemental information above-mentioned. In addition, in making UBS Investment Fund shares available to your customers hereunder, or in providing investment advice regarding such shares to your customers, you shall at all times act in compliance with all applicable Federal laws, and the laws of the States or other jurisdictions concerned, including the Interagency Statement on Retail Sales of Nondeposit Investment Products issued by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, and the Office of Thrift Supervision (February 15, 1994) or any successor interagency requirements as in force at the time such services are provided. You further agree that you will not offer or sell shares of the UBS Investment Funds in any state or jurisdiction where they may not lawfully be offered and/or sold. 12. Additional copies of each such Prospectus or Statement of Additional Information and any printed information issued as supplemental to each such Prospectus or Statement of Additional Information will be supplied by us to you in reasonable quantities upon request. 13. We, our affiliates and the Trust shall not be liable for any loss, expense, damages, costs or other claim arising out of any redemption or exchange pursuant to telephone instructions from any person or our refusal to execute such instructions for any reason. 14. All communications to us shall be sent to us at Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109. Any notice to you shall be duly given if mailed or telegraphed to you at your address as registered from time to time with the National Association of Securities Dealers, Inc. 15. This Agreement may be terminated upon written notice by either party at any time, and shall automatically terminate upon its attempted assignment by you, whether by operation of law or otherwise, or by us otherwise than by operation of law. 16. You hereby represent that: (a) you are a "bank" as such term is defined in Section 3(a)(6) of the Exchange Act; (b) you are a duly organized and validly existing "bank" in good standing under the laws of the jurisdiction in which you were organized; (c) all authorizations (if any) required for your lawful execution of this Agreement and your performance hereunder have been obtained; and (d) upon execution and delivery by us, and assuming due and valid execution and delivery by us, this Agreement will constitute a valid and binding agreement, enforceable against you in accordance with its terms. You agree to give written notice to us promptly in the event that you shall cease to be a "bank" as such term is defined in Section 3(a)(6) of the Exchange Act. In such event, this Agreement shall be automatically terminated upon written notice. If you are offering and selling shares of the UBS Investment Funds in jurisdictions outside the several states, territories, and possessions of the United States and are not EX-99.m3 otherwise required to be registered, qualified, or a member of the National Association of Securities Dealers, Inc., as set forth above you, you nevertheless agree to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933 and the regulations promulgated thereunder, to conduct your business in accordance with the spirit of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. You agree to indemnify and hold the UBS Investment Funds, their investment advisor, and us harmless from loss or damage resulting from any failure on your part to comply with applicable laws. 17. You agree to maintain records of all sales of shares made through you and to furnish us with copies of each record on request. 18. This Agreement and all amendments to this Agreement shall take effect with respect to and on the date of any orders placed by you after the date set forth below or, as applicable, after the date of the notice of amendment sent to you by the undersigned. Any amendment to this Agreement may be made unilaterally by us upon written notification to you. 19. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and shall be binding upon both Parties hereto when signed and accepted by you in the space provided below. For Funds Distributor Inc.: - --------------------------------- ------------------------------ By: Date For UBS AG: - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- Address of Principal Office - ---------------------------------------------------------------------------- City State Zip Code By: Its: - -------------------------- ------------------------ -------------------- Authorized Signature Title Date - ----------------------------- Print Name EX-99.m3 UBS INVESTMENT FUNDS SELECTED SELLING AGREEMENT COMPENSATION SCHEDULE Exhibit A As compensation for the sales of shares of the series of the UBS Investment Funds (individually a "Series" and collectively, the "Series"), and as compensation for ongoing shareholder servicing and distribution functions, UBS AG (the "Bank") will receive .25% of the aggregate dollar amount of shares of the Series held in the accounts of Bank's customers and not redeemed. In addition, as compensation for distribution services, the Bank will be entitled to receive the following fees based upon the amount of shares of the Series held in the accounts of the Bank's customers and not redeemed, or such lesser amount as may be determined from time to time by the Board of Trustees of the Trust: Global Fund 0.65% Global Equity Fund 0.76% Global Bond Fund 0.49% U.S. Balanced Fund 0.50% U.S. Equity Fund 0.52% U.S. Bond Fund 0.47% Non-U.S. Equity Fund 0.84% U.S. Large Capitalization Equity Fund 0.52% Such fees will be paid quarterly from the date of original sales of shares until the Bank is no longer named the broker of record. It is understood that the above compensation arrangement may be amended or discontinued at any time at the discretion of Funds Distributor, Inc. EX-99.m3 [UBS Investment Funds Class Dealer Agreement] Dear Sirs: As the principal underwriter of the UBS Investment Funds class of shares (the "UBS Investment Funds") of certain registered investment companies presently or hereafter managed, advised or administered by Brinson Partners, Inc., shares of which companies are distributed by us at their respective net asset values plus sales charges as applicable and as described in the current prospectuses and statements of additional information for such registered investment companies, pursuant to our Distribution Agreements with such companies (the "Trust"), we invite you to participate as a non-exclusive agent in the distribution of shares of any and all of the UBS Investment Funds upon the following terms and conditions: 1. You are to offer and sell such shares only at the public offering prices which shall be currently in effect, in accordance with the terms of the then current prospectuses and statements of additional information of the UBS Investment Funds subject in each case to the delivery prior to or at the time of such sales of the then current prospectus. You agree to act only as agent in such transactions and nothing in this Agreement shall constitute either of us the agent of the other or shall constitute you or the Trust the agent of the other. In all transactions in these shares between you and us, we are acting as agent for the Trust and not as principal. All orders are subject to acceptance by us, and ultimately the UBS Investment Funds, and become effective only upon confirmation by us. We reserve the right in our sole discretion and the UBS Investment Funds reserve the right in their sole discretion to reject any order. The minimum dollar purchase of shares of the UBS Investment Funds shall be the applicable minimum amounts described in the then current prospectuses and statements of additional information and no order for less than such amounts will be accepted. 2. On each purchase of shares by you from us, the total sales charges and discount to selected dealer, if any, shall be as stated in each UBS Investment Fund's then current prospectus. Such sales charges and discount to selected dealers are subject to reductions under a variety of circumstances as described in each UBS Investment Fund's then current prospectus and statement of additional information. To obtain these reductions, we must be notified when the sale takes place which would qualify for the reduced charge. There is no sales charge or discount to selected dealers on the reinvestment of any dividends or distributions. 3. All purchases of shares of a UBS Investment Fund made under any cumulative purchase privilege as set forth in a Fund's then current effective Prospectus shall be considered an individual transaction for the purpose of determining the concession from the public offering price to which you are entitled as set forth in paragraph 2 hereof. EX-99.m3 4. As an authorized agent to sell shares, you agree to purchase shares of the UBS Investment Funds only through us or from your customers. Purchases through us shall be made only for your own investment purposes or for the purpose of covering purchase orders already received from your customers, and we agree that we will not place orders for the purchase of shares from a UBS Investment Fund except to cover purchase orders already received by us. Purchases from your customers shall be at a price not less than the net asset value quoted by each such UBS Investment Fund at the time of such purchase. Nothing herein contained shall prevent you from selling any shares of a UBS Investment Fund for the account of a record holder to us or to such UBS Investment Fund at the net asset value quoted by us and charging your customer a fair commission for handling the transaction. 5. You agree that you will not withhold placing customers' orders so as to profit yourself as a result of such withholding. 6. You agree to sell shares of the UBS Investment Funds only (a) to your customers at the public offering prices then in effect or (b) to us as agent for the UBS Investment Funds or to each such UBS Investment Fund itself at the redemption price, as described in each UBS Investment Fund's then current effective Prospectus. 7. Settlement shall be made promptly, but in no case later than the time customary for such payments after our acceptance of the order or, if so specified by you, we will make delivery by draft on you, the amount of which draft you agree to pay on presentation to you. If payment is not so received or made, the right is reserved forthwith to cancel the sale or at our option to resell the shares to the applicable UBS Investment Fund, at the then prevailing net asset value in which latter case you agree to be responsible for any loss resulting to such UBS Investment Fund or to us from your failure to make payment as aforesaid. 8. If any shares sold to you under the terms of this Agreement are repurchased by a UBS Investment Fund or by us as agent, or for the account of that UBS Investment Fund or are tendered to that UBS Investment Fund for purchase at liquidating value under the terms of the Agreement and Declaration of Trust or other document governing such UBS Investment Fund within seven (7) business days after the date of confirmation to you of your original purchase order therefor, you agree to pay forthwith to us the full amount of the concession allowed to you on the original sale and we agree to pay such amount to the UBS Investment Fund when received by us. We shall notify you of such repurchase within ten (10) days of the effective date of such repurchase. 9. All sales will be subject to receipt of shares by us from the UBS Investment Funds. We reserve the right in our discretion without notice to you to suspend sales or withdraw the offering of shares entirely, or to modify or cancel this Agreement. We will notify you promptly when we become aware that the UBS Investment Funds have suspended sales or withdrawn their offering of shares. EX-99.m3 10. From time to time during the term of this Agreement we may make payments to you pursuant to one or more of the distribution and/or service plans adopted by certain of the UBS Investment Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") in consideration of your furnishing distribution and/or shareholder services hereunder with respect to each such Fund (each, a "Plan," together, the "Plans"). We have no obligation to make any such payments and you hereby waive any such payments until we receive monies therefor from the Fund. Any such payments made pursuant to this Section 10 shall be subject to the following terms and conditions: (a) Any such payments shall be based on the current net asset values of shares of the UBS Investment Funds held in the accounts of your customers or certain customers and the periods for which such shares have been held, as set forth in the Dealer Compensation Schedule attached hereto as Exhibit A, as the same may be amended by us at any time and from time to time by notice thereof to you. Any such payments shall be in addition to the selling concession, if any, allowed to you pursuant to this Agreement. No such fee will be paid to you with respect to shares purchased by you and redeemed by the UBS Investment Funds or by us as agent within seven business days after the dates of confirmation of such purchase. (b) The provisions of this Section 10 relate to the Plan adopted by a particular Fund pursuant to Rule 12b-1. In accordance with Rule 12b-1, any person authorized to direct the disposition of monies paid or payable by a Fund pursuant to this Section 10 shall provide the Fund's Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. You agree to provide us with such information as requested from time to time in order for us to fulfill our obligations under this Agreement and under the Plans to provide the Board of Trustees of the UBS Investment Funds with the required information on at least a quarterly basis. (c) The provisions of this Section 10 applicable to each UBS Investment Fund shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved at least annually in conformity with Rule 12b-1 and the Act. The provisions of this Section 10 shall automatically terminate with respect to a particular Plan in the event of the assignment (as defined by the Act) of this Agreement, in the event such Plan terminates or is not continued or in the event this Agreement terminates or ceases to remain in effect. In addition, the provisions of this Section 10 may be terminated at any time, without penalty, with respect to any particular Plan by you, by a majority of the Board of Trustees of a UBS Investment Fund who are not interested persons of the Trust and have no direct or indirect financial interest in the operation of the particular Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of the Trust on not more than 60 days' nor less than 30 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party. EX-99.m3 11. No person is authorized to make any representations concerning the UBS Investment Funds or shares of the UBS Investment Funds except those contained in each UBS Investment Fund's then current effective Prospectus or Statement of Additional Information and any such information as may be released by a UBS Investment Fund as information supplemental to such Prospectus or Statement of Additional Information. In purchasing shares through us you shall rely solely on the representations contained in each UBS Investment Fund's then current effective Prospectus or Statement of Additional Information and supplemental information above-mentioned. 12. Additional copies of each such Prospectus or Statement of Additional Information and any printed information issued as supplemental to each such Prospectus or Statement of Additional Information will be supplied by us to you in reasonable quantities upon request. 13. We, our affiliates and the Trust shall not be liable for any loss, expense, damages, costs or other claim arising out of any redemption or exchange pursuant to telephone instructions from any person or our refusal to execute such instructions for any reason. 14. All communications to us shall be sent to us at Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109. Any notice to you shall be duly given if mailed or telegraphed to you at your address as registered from time to time with the National Association of Securities Dealers, Inc. 15. This Agreement may be terminated upon written notice by either party at any time, and shall automatically terminate upon its attempted assignment by you, whether by operation of law or otherwise, or by us otherwise than by operation of law. 16. By accepting this Agreement, you represent that you are registered as a broker-dealer under the Securities Exchange Act of 1934, are qualified to act as a dealer in the states or other jurisdictions where you transact business, and are a member in good standing of the National Association of Securities Dealers, Inc., and you agree that you will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. You further agree to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Rules of Fair Practice of the National Association of Securities Dealers, Inc., and that you will not offer or sell shares of the UBS Investment Funds in any state or jurisdiction where they may not lawfully be offered and/or sold. If you are offering and selling shares of the UBS Investment Funds in jurisdictions outside the several states, territories, and possessions of the United States and are not otherwise required to be registered, qualified, or a member of the National Association of Securities Dealers, Inc., as set forth above you, you nevertheless agree to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933 and the regulations promulgated thereunder, to conduct your business in accordance with the spirit of the EX-99.m3 Rules of Fair Practice of the National Association of Securities Dealers, Inc. You agree to indemnify and hold the UBS Investment Funds, their investment advisor, and us harmless from loss or damage resulting from any failure on your part to comply with applicable laws. 17. You agree to maintain records of all sales of shares made through you and to furnish us with copies of each record on request. 18. This Agreement and all amendments to this Agreement shall take effect with respect to and on the date of any orders placed by you after the date set forth below or, as applicable, after the date of the notice of amendment sent to you by the undersigned. Any amendment to this Agreement may be made unilaterally by us upon written notification to you. 19. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and shall be binding upon both Parties hereto when signed and accepted by you in the space provided below. For Funds Distributor Inc.: - ---------------------------------- -------------------------- By: Date For: - ------------------------------------------------------------------------ - ------------------------------------------------------------------------ Address of Principal Office - ------------------------------------------------------------------------ City State Zip Code By: Its: - ------------------------ ------------------------- ----------------- Authorized Signature Title Date - -------------------------- Print Name EX-99.m3 UBS INVESTMENT FUNDS SELECTED DEALER AGREEMENT DEALER COMPENSATION SCHEDULE Exhibit A As compensation for the sales of shares of the series of the UBS Investment Funds (individually a "Series" and collectively, the "series"), and as compensation for ongoing shareholder servicing and distribution functions, _______________________(the "Dealer") will receive the following fees based upon the aggregate dollar amount of shares of the Series sold, held in the accounts of Dealer's customers and not redeemed: .25% for $0-5 million .40% for $5-20 million .45% for over $20 million The above fees will be paid quarterly from the date of original sales of shares until Dealer is no longer named the broker of record. To the extent that the compensation listed above exceeds any individual Series' 12b-1 fee (which varies among the Series and are listed in the attached Exhibit B), UBS AG will pay the difference. It is understood that the above compensation arrangement may be amended or discontinued at any time at the discretion of Funds Distributor, Inc. EX-99.m3 UBS INVESTMENT FUNDS CLASS SELECTED DEALER AGREEMENT SCHEDULE OF 12B-1 FEES EXHIBIT B
====================================================================================================== SERIES DISTRIBUTION FEE SERVICE FEE TOTAL 12B-1 FEES - ------------------------------------------------------------------------------------------------------ Global Fund 0.40% 0.25% 0.65% - ------------------------------------------------------------------------------------------------------ Global Equity Fund 0.51% 0.25% 0.76% - ------------------------------------------------------------------------------------------------------ Global Bond Fund 0.24% 0.25% 0.49% - ------------------------------------------------------------------------------------------------------ U.S. Balanced Fund 0.25% 0.25% 0.50% - ------------------------------------------------------------------------------------------------------ U.S. Equity Fund 0.27% 0.25% 0.52% - ------------------------------------------------------------------------------------------------------ U.S. Bond Fund 0.22% 0.25% 0.47% - ------------------------------------------------------------------------------------------------------ Non-U.S. Equity Fund 0.59% 0.25% 0.84% - ------------------------------------------------------------------------------------------------------ U.S. Large Capitalization 0.27% 0.25% 0.52% Equity Fund ======================================================================================================
Approved: May 19, 1997 Amended: November 24, 1997 and August 24, 1998 EX-99.M4 21 SELECTED DEALER AGREEMENT - BRINSON FUNDS EX-99.m4 [Brinson Funds - Dealer Agreement] Dear Sirs: As the principal underwriter of shares of certain registered investment companies presently or hereafter managed, advised or administered by Brinson Partners, Inc., shares of which companies are distributed by us at their respective net asset values plus sales charges as applicable and as described in the current prospectuses and statements of additional information for such registered investment companies, pursuant to our Distribution Agreements with such companies (the "Funds"), we invite you to participate as a non-exclusive agent in the distribution of shares of any and all of the Funds upon the following terms and conditions: 1. You are to offer and sell such shares only at the public offering prices which shall be currently in effect, in accordance with the terms of the then current prospectuses and statements of additional information of the Funds subject in each case to the delivery prior to or at the time of such sales of the then current prospectus. You agree to act only as agent in such transactions and nothing in this Agreement shall constitute either of us the agent of the other or shall constitute you or the Fund the agent of the other. In all transactions in these shares between you and us, we are acting as agent for the Fund and not as principal. All orders are subject to acceptance by us, and ultimately the Funds, and become effective only upon confirmation by us. We reserve the right in our sole discretion and the Funds reserve the right in their sole discretion to reject any order. The minimum dollar purchase of shares of the Funds shall be the applicable minimum amounts described in the then current prospectuses and statements of additional information and no order for less than such amounts will be accepted. 2. On each purchase of shares by you from us, the total sales charges and discount to selected dealer, if any, shall be as stated in each Fund's then current prospectus. Such sales charges and discount to selected dealers are subject to reductions under a variety of circumstances as described in each Fund's then current prospectus and statement of additional information. To obtain these reductions, we must be notified when the sale takes place which would qualify for the reduced charge. There is no sales charge or discount to selected dealers on the reinvestment of any dividends or distributions. 3. All purchases of shares of a Fund made under any cumulative purchase privilege as set forth in a Fund's then current effective Prospectus shall be considered an individual transaction for the purpose of determining the concession from the public offering price to which you are entitled as set forth in paragraph 2 hereof. 4. As an authorized agent to sell shares, you agree to purchase shares of the Funds only through us or from your customers. Purchases through us shall be made only for your own investment purposes or for the purpose of covering purchase orders already received from your customers, and we agree that we will not place orders for the purchase of EX-99.m4 shares from a Fund except to cover purchase orders already received by us. Purchases from your customers shall be at a price not less than the net asset value quoted by each such Fund at the time of such purchase. Nothing herein contained shall prevent you from selling any shares of a Fund for the account of a record holder to us or to such Fund at the net asset value quoted by us and charging your customer a fair commission for handling the transaction. 5. You agree that you will not withhold placing customers' orders so as to profit yourself as a result of such withholding. 6. You agree to sell shares of the Funds only (a) to your customers at the public offering prices then in effect or (b) to us as agent for the Funds or to each such Fund itself at the redemption price, as described in each Fund's then current effective Prospectus. 7. Settlement shall be made promptly, but in no case later than the time customary for such payments after our acceptance of the order or, if so specified by you, we will make delivery by draft on you, the amount of which draft you agree to pay on presentation to you. If payment is not so received or made, the right is reserved forthwith to cancel the sale or at our option to resell the shares to the applicable Fund, at the then prevailing net asset value in which latter case you agree to be responsible for any loss resulting to such Fund or to us from your failure to make payment as aforesaid. 8. If any shares sold to you under the terms of this Agreement are repurchased by a Fund or by us as agent, or for the account of that Fund or are tendered to that Fund for purchase at liquidating value under the terms of the Agreement and Declaration of Trust or other document governing such Fund within seven (7) business days after the date of confirmation to you of your original purchase order therefor, you agree to pay forthwith to us the full amount of the concession allowed to you on the original sale and we agree to pay such amount to the Fund when received by us. We shall notify you of such repurchase within ten (10) days of the effective date of such repurchase. 9. All sales will be subject to receipt of shares by us from the Funds. We reserve the right in our discretion without notice to you to suspend sales or withdraw the offering of shares entirely, or to modify or cancel this Agreement. We will notify you promptly when we become aware that the Funds have suspended sales or withdrawn their offering of shares. 10. From time to time during the term of this Agreement we may make payments to you pursuant to one or more of the distribution and/or service plans adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Act") in consideration of your furnishing distribution and/or shareholder services hereunder with respect to each such Fund (each, a "Plan," together, the "Plans"). We have no obligation to make any such payments and you hereby wave any such payments until we receive monies therefor from the Fund. Any such payments made pursuant to this Section 10 shall be subject to the following terms and conditions: EX-99.m4 (a) Any such payments shall be in such amounts as we may from time to time advise you in writing but in any event not in excess of the amounts permitted by the Plan in effect with respect to each particular Fund and will be based on the dollar amount of Fund shares which are owned of record by your firm as nominee for your customers or which are owned by those customers of your firm whose records, as maintained by the Funds or their agents, designate your firm as the customer's dealer of record. Any such payments shall be in addition to the selling concession, if any, allowed to you pursuant to this Agreement. No such fee will be paid to you with respect to shares purchased by you and redeemed by the funds or by us as agent within seven business days after the dates of confirmation of such purchase. (b) The provisions of this Section 10 relate to the Plan adopted by a particular Fund pursuant to Rule 12b-1. In accordance with Rule 12b-1, any person authorized to direct the disposition of monies paid or payable by a Fund pursuant to this Section 10 shall provide the Fund's Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. You agree to provide us with such information as requested from time to time in order for us to fulfill our obligations under this Agreement and under the Plans to provide the Board of Trustees the Funds with the required information on at least a quarterly basis. (c) The provisions of this Section 10 applicable to each Fund shall remain in effect for not more than a year and thereafter for successive annual periods only so long as such continuance is specifically approved at least annually in conformity with Rule 12b-1 and the Act. The provisions of this Section 10 shall automatically terminate with respect to a particular Plan in the event of the assignment (as defined by the Act) of this Agreement, in the event such Plan terminates or is not continued or in the event this Agreement terminates or ceases to remain in effect. In addition, the provisions of this Section 10 may be terminated at any time, without penalty, with respect to any particular Plan by you, a majority of the Board of Trustees of a Fund who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the particular Plan, or in any agreements related to the Plan, or by vote of majority of the outstanding voting securities of the Fund on not more than 60 days' nor less than 30 days' written notice delivered or mailed by registered mail, postage prepaid, to the other party. 11. No person is authorized to make any representations concerning the Funds or shares of the Funds except those contained in each Fund's then current effective Prospectus or Statement of Additional Information and any such information as may be released by a Fund as information supplemental to such Prospectus or Statement of Additional Information. In purchasing shares through us you shall rely solely on the representations contained in each Fund's then current effective Prospectus or Statement of Additional Information and supplemental information above-mentioned. 12. Additional copies of each such Prospectus or Statement of Additional Information and any printed information issued as supplemental to each such Prospectus or Statement of EX-99.m4 Additional Information will be supplied by us to you in reasonable quantities upon request. 13. We, our affiliates and the Funds shall not be liable for any loss, expense, damages, costs or other claim arising out of any redemption or exchange pursuant to telephone instructions from any person or our refusal to execute such instructions for any reason. 14. All communications to us shall be sent to us at Funds Distributor Inc., 60 State Street, Suite 1300, Boston, MA 02109. Any notice to you shall be duly given if mailed or telegraphed to you at your address as registered from time to time with the National Association of Securities Dealers, Inc. 15. This Agreement may be terminated upon written notice by either party at any time, and shall automatically terminate upon its attempted assignment by you, whether by operation of law or otherwise, or by us otherwise than by operation of law. 16. By accepting this Agreement, you represent that you are registered as a broker-dealer under the Securities Exchange Act of 1934, are qualified to act as a dealer in the states or other jurisdictions where you transact business, and are a member in good standing of the National Association of Securities Dealers, Inc., and you agree that you will maintain such registrations, qualifications, and membership in good standing and in full force and effect throughout the term of this Agreement. You further agree to comply with all applicable Federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and with the Constitution, By-Laws and Rules of Fair Practice of the National Association of Securities Dealers, Inc., and that you will not offer or sell shares of the Funds in any state or jurisdiction where they may not lawfully be offered and/or sold. If you are offering and selling shares of the Funds in jurisdictions outside the several states, territories, and possessions of the United States and are not otherwise required to be registered, qualified, or a member of the National Association of Securities Dealers, Inc., as set forth above you, you nevertheless agree to observe the applicable laws of the jurisdiction in which such offer and/or sale is made, to comply with the full disclosure requirements of the Securities Act of 1933 and the regulations promulgated thereunder, to conduct your business in accordance with the spirit of the Rules of Fair Practice of the National Association of Securities Dealers, Inc. You agree to indemnify and hold the Funds their investment advisor, and us harmless from loss or damage resulting from any failure on your part to comply with applicable laws. 17. You agree to maintain records of all sales of shares made through you and to furnish us with copies of each record on request. 18. This Agreement and all amendments to this Agreement shall take effect with respect to and on the date of any orders placed by you after the date set forth below or, as applicable, after the date of the notice of amendment sent to you by the undersigned. Any EX-99.m4 amendment to this Agreement may be made unilaterally by us upon written notification to you. 19. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and shall be binding upon both parties hereto when signed and accepted by you in the space provided below. For Funds Distributor Inc.: - ---------------------------------- --------------------- By: Date For: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Address of Principal Office - -------------------------------------------------------------------------------- City State Zip Code By: Its: - ---------------------------------- ----------------- --------------------- Authorized Signature Title Date - ---------------------------------- Print Name EX-27.1 22 BRINSON GLOBAL-CLASS I FDS
6 011 BRINSON GLOBAL - CLASS I 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 737,872,584 805,012,615 24,395,718 55,119 2,688,148 832,151,600 23,236,470 0 109,572,407 132,808,877 0 618,908,532 52,298,571 44,671,292 (845,490) 0 18,624,289 0 62,655,392 699,342,723 6,105,294 18,386,739 0 (6,535,181) 17,956,852 39,774,075 (6,545,821) 51,185,106 0 (32,129,657) (33,973,096) 0 18,850,057 (16,402,396) 5,179,618 86,371,921 (964,704) 29,814,069 0 0 5,378,141 0 6,535,181 672,311,409 13.13 0.37 0.62 (0.65) (0.70) 0 12.77 0.94 0 0
EX-27.2 23 BRINSON GLOBAL-CLASS N FDS
6 012 BRINSON GLOBAL - CLASS N 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 737,872,584 805,012,615 24,395,718 55,119 2,688,148 832,151,600 23,236,470 0 109,572,407 132,808,877 0 618,908,532 91,194 76 (845,490) 0 18,624,289 0 62,655,392 699,342,723 6,105,294 18,386,739 0 (6,535,181) 17,956,852 39,774,075 (6,545,821) 51,185,106 0 (9,572) (53) 0 90,370 (21) 769 86,371,921 (964,704) 29,814,069 0 0 5,378,141 0 6,535,181 672,311,409 13.13 0.63 0.32 (0.63) (0.70) 0 12.75 1.19 0 0
EX-27.3 24 BRINSON GLOBAL-CLASS S FDS
6 013 BRINSON GLOBAL - CLASS S 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 737,872,584 805,012,615 24,395,718 55,119 2,688,148 832,151,600 23,236,470 0 109,572,407 132,808,877 0 618,908,532 2,395,337 2,015,597 (845,490) 0 18,624,289 0 62,655,392 699,342,723 6,105,294 18,386,739 0 (6,535,181) 17,956,852 39,774,075 (6,545,821) 51,185,106 0 (1,196,808) (1,492,307) 0 803,666 (641,736) 217,810 86,371,921 (964,704) 29,814,069 0 0 5,378,141 0 6,535,181 672,311,409 13.05 0.30 0.61 (0.55) (0.70) 0 12.71 1.59 0 0
EX-27.4 25 BRINSON GLOBAL BOND-CLASS I FDS
6 021 BRINSON GLOBAL BOND - CLASS I 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 101,617,424 101,654,255 4,253,418 40,817 558,663 106,507,153 10,384,748 0 462,196 10,846,944 0 96,506,368 9,698,203 5,616,633 1,003,399 0 (1,521,835) 0 (327,723) 95,660,209 0 3,631,663 0 (621,827) 3,009,836 (1,114,801) (276,626) 1,618,409 0 (2,070,571) (969,902) 0 4,561,105 (699,882) 220,347 37,392,195 489,146 322,580 0 0 500,982 0 665,329 66,798,482 9.64 0.43 (0.18) (0.31) (0.17) 0 9.41 0.90 0 0
EX-27.5 26 BRINSON GLOBAL BOND-CLASS N FDS
6 022 BRINSON GLOBAL BOND - CLASS N 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 101,617,424 101,654,255 4,253,418 40,817 558,663 106,507,153 10,384,748 0 462,196 10,846,944 0 96,506,368 954 104 1,003,399 0 (1,521,835) 0 (327,723) 95,660,209 0 3,631,663 0 (621,827) 3,009,836 (1,114,801) (276,626) 1,618,409 0 (98) (18) 0 860 (22) 12 37,392,195 489,146 322,580 0 0 500,982 0 665,329 66,798,482 9.64 0.42 (0.20) (0.29) (0.17) 0 9.40 1.15 0 0
EX-27.6 27 BRINSON GLOBAL BOND-CLASS S FDS
6 023 BRINSON GLOBAL BOND - CLASS S 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 101,617,424 101,654,255 4,253,418 40,817 558,663 106,507,153 10,384,748 0 462,196 10,846,944 0 96,506,368 466,193 427,815 1,003,399 0 (1,521,835) 0 (327,723) 95,660,209 0 3,631,663 0 (621,827) 3,009,836 (1,114,801) (276,626) 1,618,409 0 (112,673) (71,935) 0 293,533 (273,680) 18,525 37,392,195 489,146 322,580 0 0 500,982 0 665,329 66,798,482 9.61 0.38 (0.18) (0.25) (0.17) 0 9.39 1.39 0 0
EX-27.7 28 BRINSON GLOBAL EQUITY-CLASS I FDS
6 031 BRINSON GLOBAL EQUITY - CLASS I 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 65,834,504 81,718,165 1,053,047 2,603 337,729 83,111,544 836,123 0 403,413 1,239,536 0 66,347,204 1,811,660 3,765,449 377,184 0 (78,467) 0 15,226,087 81,872,008 1,778,109 298,325 0 (1,399,065) 677,369 6,903,703 (1,282,988) 6,298,084 0 (242,673) (1,266,777) 0 1,466,054 (3,546,702) 126,859 (27,862,840) 336,561 3,533,361 0 0 719,439 0 1,420,963 89,851,314 12.76 0.22 0.78 (0.17) (1.05) 0 12.54 1.00 0 0
EX-27.8 29 BRINSON GLOBAL EQUITY-CLASS N FDS
6 032 BRINSON GLOBAL EQUITY - CLASS N 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 65,834,504 81,718,165 1,053,047 2,603 337,729 83,111,544 836,123 0 403,413 1,239,536 0 66,347,204 87 78 377,184 0 (78,467) 0 15,226,087 81,872,008 1,778,109 298,325 0 (1,399,065) 677,369 6,903,703 (1,282,988) 6,298,084 0 (11) (82) 0 0 0 9 (27,862,840) 336,561 3,533,361 0 0 719,439 0 1,420,963 89,851,314 12.76 0.13 0.82 (0.13) (1.05) 0 12.53 1.25 0 0
EX-27.9 30 BRINSON GLOBAL EQUITY-CLASS S FDS
6 033 BRINSON GLOBAL EQUITY - CLASS S 1 12-MOS JUN-30-1999 JUL-01-1998 JUN-30-1998 65,834,504 81,718,165 1,053,047 2,603 337,729 83,111,544 836,123 0 403,413 1,239,536 0 66,347,204 4,727,806 4,845,038 377,184 0 (78,467) 0 15,226,087 81,872,008 1,778,109 298,325 0 (1,399,065) 677,369 6,903,703 (1,282,988) 6,298,084 0 (397,017) (5,307,194) 0 1,779,376 (2,339,080) 442,472 (27,862,840) 336,561 3,533,361 0 0 719,439 0 1,420,963 89,851,314 12.73 0.07 0.83 (0.07) (1.05) 0 12.51 1.76 0 0
EX-27.10 31 BRINSON NON-U.S. EQUITY-CLASS I FDS
6 041 BRINSON NON-U.S. EQUITY - CLASS I 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 388,622,971 448,667,678 9,328,175 475 26,932 458,023,260 5,994,611 0 7,379,501 13,374,112 0 385,674,481 36,163,586 33,436,374 1,437,308 0 (65,467) 0 57,602,826 444,649,148 9,245,122 1,703,252 0 (4,409,276) 6,539,098 12,223,856 6,875,111 25,638,065 0 (6,380,973) (25,288,399) 0 26,268,807 (26,391,131) 2,849,536 15,996,825 1,777,930 19,814,253 0 0 3,475,953 0 4,409,276 434,463,147 12.59 0.18 0.30 (0.18) (0.74) 0 12.15 1.00 0 0
EX-27.11 32 BRINSON NON-U.S. EQUITY-CLASS N FDS
6 042 BRINSON NON-U.S. EQUITY - CLASS N 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 388,622,971 448,667,678 9,328,175 475 26,932 458,023,260 5,994,611 0 7,379,501 13,374,112 0 385,674,481 887 79 1,437,308 0 (65,467) 0 57,602,826 444,649,148 9,245,122 1,703,252 0 (4,409,276) 6,539,098 12,223,856 6,875,111 25,638,065 0 (58) (59) 0 798 0 10 15,996,825 1,777,930 19,814,253 0 0 3,475,953 0 4,409,276 434,463,147 12.59 0.16 0.29 (0.16) (0.74) 0 12.14 1.25 0 0
EX-27.12 33 BRINSON NON-U.S. EQUITY-CLASS S FDS
6 043 BRINSON NON-U.S. EQUITY - CLASS S 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 388,622,971 448,667,678 9,328,175 475 26,932 458,023,260 5,994,611 0 7,379,501 13,374,112 0 385,674,481 440,453 624,388 1,437,308 0 (65,467) 0 57,602,826 444,649,148 9,245,122 1,703,252 0 (4,409,276) 6,539,098 12,223,856 6,875,111 25,638,065 0 (51,271) (521,640) 0 387,174 (620,542) 49,433 15,996,825 1,777,930 19,814,253 0 0 3,475,953 0 4,409,276 434,463,147 12.49 0.08 0.30 (0.08) (0.74) 0 12.05 1.84 0 0
EX-27.13 34 BRINSON U.S. EQUITY-CLASS I FDS
6 061 BRINSON U.S. EQUITY - CLASS I 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 539,968,541 656,653,477 7,763,989 19,339 211,911 664,648,716 1,521,040 0 2,028,826 3,549,866 0 515,109,561 30,426,776 19,159,533 1,242,787 0 27,964,618 0 116,781,884 661,098,850 9,615,819 766,543 0 (4,590,620) 5,791,742 44,131,079 58,277,883 108,200,704 0 (4,978,081) (28,383,478) 0 16,875,765 (7,470,182) 1,861,660 288,109,390 679,544 14,895,224 0 0 3,792,120 0 4,590,620 542,086,918 17.64 0.19 3.39 (0.18) (1.13) 0 19.91 0.80 0 0
EX-27.14 35 BRINSON U.S. EQUITY-CLASS N FDS
6 062 BRINSON U.S. EQUITY - CLASS N 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 539,968,541 656,653,477 7,763,989 19,339 211,911 664,648,716 1,521,040 0 2,028,826 3,549,866 0 515,109,561 13,497 57 1,242,787 0 27,964,618 0 116,781,884 661,098,850 9,615,819 766,543 0 (4,590,620) 5,791,742 44,131,079 58,277,883 108,200,704 0 (832) (64) 0 13,398 (5) 47 288,109,390 679,544 14,895,224 0 0 3,792,120 0 4,590,620 542,086,918 17.64 0.15 3.37 (0.15) (1.13) 0 19.88 1.05 0 0
EX-27.15 36 BRINSON GLOBAL EQUITY-CLASS S FDS
6 063 BRINSON U.S. EQUITY - CLASS S 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 539,968,541 656,653,477 7,763,989 19,339 211,911 664,648,716 1,521,040 0 2,028,826 3,549,866 0 515,109,561 2,776,912 1,992,413 1,242,787 0 27,964,618 0 116,781,884 661,098,850 9,615,819 766,543 0 (4,590,620) 5,791,742 44,131,079 58,277,883 108,200,704 0 (249,586) (2,678,143) 0 1,697,355 (1,023,014) 110,158 288,109,390 679,544 14,895,224 0 0 3,792,120 0 4,590,620 542,086,918 17.59 0.09 3.38 (0.10) (1.13) 0 19.83 1.32 0 0
EX-27.16 37 BRINSON U.S. BALANCED-CLASS I FDS
6 071 BRINSON U.S. BALANCED -- CLASS I 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 78,365,510 85,904,708 4,915,039 7,933 68,056 90,895,736 1,470,055 0 6,988,510 8,458,565 0 40,373,749 6,578,813 22,583,464 1,337,239 0 33,240,404 0 7,485,779 82,437,171 1,594,329 9,614,198 0 (1,922,930) 9,285,597 43,393,817 (19,387,830) 33,291,584 0 (11,202,072) (20,202,719) 0 4,720,912 (23,388,425) 2,662,862 (202,072,643) 3,271,123 10,249,411 0 0 1,674,661 0 1,942,027 239,262,974 12.53 0.49 0.93 (0.77) (0.94) 0 12.24 0.80 0 0
EX-27.17 38 BRINSON U.S. BALANCED-CLASS N FDS
6 072 BRINSON U.S. BALANCED - CLASS N 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 78,365,510 85,904,708 4,915,039 7,933 68,056 90,895,736 1,470,055 0 6,988,510 8,458,565 0 40,373,749 91 80 1,337,239 0 33,240,404 0 7,485,779 82,437,171 1,594,329 9,614,198 0 (1,922,930) 9,285,597 43,393,817 (19,387,830) 33,291,584 0 (62) (75) 0 0 0 11 (202,072,643) 3,271,123 10,249,411 0 0 1,674,661 0 1,942,027 239,262,974 12.53 0.47 0.94 (0.73) (0.94) 0 12.27 1.05 0 0
EX-27.18 39 BRINSON U.S. BALANCED-CLASS S FDS
6 073 BRINSON U.S. BALANCED - CLASS S 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 78,365,510 85,904,708 4,915,039 7,933 68,056 90,895,736 1,470,055 0 6,988,510 8,458,565 0 40,373,749 154,261 132,351 1,337,239 0 33,240,404 0 7,485,779 82,437,171 1,594,329 9,614,198 0 (1,922,930) 9,285,597 43,393,817 (19,387,830) 33,291,584 0 (96,209) (121,168) 0 49,659 (42,682) 14,933 (202,072,643) 3,271,123 10,249,411 0 0 1,674,661 0 1,942,027 239,262,974 12.46 0.42 0.95 (0.70) (0.94) 0 12.19 1.30 0 0
EX-27.19 40 BRINSON U.S. BOND-CLASS I FDS
6 081 BRINSON U.S. BOND - CLASS I 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 40,020,560 40,553,485 5,512,221 10,252 14,172 46,090,130 4,712,267 0 59,439 4,771,706 0 40,134,461 3,674,422 2,189,278 300,973 0 350,065 0 532,925 41,318,424 0 1,818,237 0 (180,189) 1,638,048 801,133 335,673 2,774,854 0 (1,526,152) (335,742) 0 1,926,960 (549,381) 107,565 17,497,719 271,841 (68,697) 0 0 142,474 0 248,037 28,505,209 10.24 0.53 0.53 (0.58) (0.14) 0 10.58 0.60 0 0
EX-27.20 41 BRINSON U.S. BOND-CLASS N FDS
6 082 BRINSON U.S. BOND - CLASS N 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 40,020,560 40,553,485 5,512,221 10,252 14,172 46,090,130 4,712,267 0 59,439 4,771,706 0 40,134,461 104 98 303,973 0 350,065 0 532,925 41,318,424 0 1,818,237 0 (180,189) 1,638,048 801,133 335,673 2,774,854 0 (54) (14) 0 0 0 6 17,497,719 271,841 (69,697) 0 0 142,474 0 248,037 28,505,209 10.24 0.61 0.42 (0.55) (0.14) 0 10.58 0.85 0 0
EX-27.21 42 BRINSON U.S. BOND-CLASS S FDS
6 083 BRINSON U.S. BOND - CLASS S 1 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 40,020,560 40,553,485 5,512,221 10,252 14,172 46,090,130 4,712,267 0 59,439 4,771,706 0 40,134,461 231,723 136,949 300,973 0 350,065 0 532,925 41,318,424 0 1,818,237 0 (180,189) 1,638,048 801,133 335,673 2,774,854 0 (103,513) (25,812) 0 134,362 (45,413) 5,825 17,497,719 271,841 (68,697) 0 0 142,474 0 248,037 28,505,209 10.22 0.50 0.49 (0.53) (0.14) 0 10.54 1.07 0 0
EX-27.22 43 BRINSON U.S. LARGE CAP. EQUITY-CLASS I FDS
6 091 BRINSON U.S. LARGE CAPITALIZATION EQUITY -- CLASS I 1 OTHER JUN-30-1998 APR-06-1998 JUN-30-1998 16,356,291 16,168,569 70,697 35,562 25,077 16,299,905 56,256 0 56,276 112,532 0 16,423,723 15,666 0 11,637 0 (69,301) 0 (178,686) 16,187,373 49,557 14,677 0 (31,800) 32,434 (69,301) (178,686) (215,553) 0 (191) 0 0 16,663 (1,015) 18 16,187,373 0 0 0 0 21,230 0 55,789 78,297 10.00 0.02 (0.20) (0.02) 0 0 9.80 0.80 0 0
EX-27.23 44 BRINSON U.S. LARGE CAP. EQUITY-CLASS N FDS
6 092 BRINSON U.S. LARGE CAPITALIZATION EQUITY - CLASS N OTHER JUN-30-1998 APR-06-1998 JUN-30-1998 16,356,291 16,168,569 70,697 35,562 25,077 16,299,905 56,256 0 56,276 112,532 0 16,423,723 1,638,635 0 11,637 0 (69,301) 0 (178,686) 16,187,373 49,557 14,677 0 (31,800) 32,434 (69,301) (178,686) (215,553) 0 (20,605) 0 0 1,688,092 (51,661) 2,204 16,187,373 0 0 0 0 21,230 0 55,789 78,297 10.00 0.02 (0.23) (0.01) 0 0 9.78 1.05 0 0
EX-27.24 45 BRINSON U.S. LARGE CAP. EQUITY-CLASS S FDS
6 093 BRINSON U.S. LARGE CAPITALIZATION EQUITY -- CLASS S 1 OTHER JUN-30-1998 APR-06-1997 JUN-30-1998 16,356,291 16,168,569 70,697 35,562 25,077 16,299,905 56,256 0 56,276 112,532 0 16,423,723 104 0 11,637 0 (69,301) 0 (178,686) 16,187,373 49,557 14,677 0 (31,800) 32,434 (69,301) (178,686) (215,553) 0 (1) 0 0 104 0 0 16,187,373 0 0 0 0 21,230 0 55,789 78,297 10.00 0.02 (0.22) (0.01) 0 0 9.79 1.32 0 0
EX-99.O 46 REVISED MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3 EX-99.o THE BRINSON FUNDS REVISED MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3 The Brinson Funds (the "Trust") hereby adopts this plan pursuant to Rule 18f-3 (the "Plan") under the Investment Company Act of 1940, as amended (the "1940 Act"), which sets forth the separate distribution arrangements and expense allocations of each of the classes of the series of the Trust. The Plan is adopted by a majority of the Board of Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust under the 1940 Act. The Board of Trustees of the Trust has determined that the Plan, including the allocation of expenses, is in the best interests of the Trust as a whole, each series of shares offered by the Trust and each class of shares offered by the Trust. To the extent that a subject matter set forth in the Plan is covered by the Trust's Agreement and Declaration of Trust ("Trust Agreement") or By-Laws, such Trust Agreement or By-Laws will control in the event of any inconsistencies with descriptions contained in the Plan. Appendix A, as may be amended from time to time, to this Plan describes the classes to be issued by each series and identifies the names of such classes. CLASS CHARACTERISTICS Each class of shares of a series will represent an interest in the same portfolio of investments of a series of the Trust, and be identical in all respects to each other class, except as set forth below. Brinson-Class I: Class I shares will not be subject to an initial sales charge, a contingent deferred sales charge or a Rule 12b-1 plan. Class I shares will be offered to investors with a minimum initial investment of $1 million. Brinson-Class N: Class N shares will not be subject to an initial sales charge or a contingent deferred sales charge, but will have a Rule 12b-1 plan with a fee of 0.25% of average daily net assets per annum. Class N shares will be offered to investors with a minimum initial investment of $1 million. UBS Investment Funds: UBS Investment Funds class of shares will not be subject to an initial sales charge or a contingent deferred sales charge, but will have a Rule 12b-1 plan with an asset-based distribution fee of up to a maximum of 0.65 % of average daily net assets per annum and a service fee of EX-99.o 0.25% of average daily net assets per annum. UBS Investment Funds class of shares will be offered to investors with a minimum initial investment of $25,000 and minimum subsequent investments of $1,000. The only differences among the various classes of shares of the same series of the Trust will relate solely to: (a) distribution fee payments associated with a Rule 12b-1 plan for a particular class of shares and any other costs relating to implementing or amending such plan (including obtaining shareholder approval of such plan or any amendment thereto), which will be borne solely by shareholders of such class or classes; (b) exchange privileges; (c) class names or designations; and (d) voting rights as described in the Plan. 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 and reclassify only unissued shares with respect to such series. The assets of each series belong only to that series, and the liabilities of each series are borne solely by that series and no other. Shares of each series represent equal proportionate interests in the assets of that series only and have identical voting, dividend, redemption, liquidation and other rights. All shares issued are fully paid and nonassessable, and shareholders have no preemptive or other right to subscribe to any additional shares and no conversion rights. Each issued and outstanding full and fractional share of a series is entitled to one full and fractional vote in the series and all shares of each series participate equally with regard to dividends, distributions and liquidations with respect to that series. Shareholders do not have cumulative voting rights. On any matter submitted to a vote of shareholders, shares of each series will vote separately except when a vote of shareholders in the aggregate is required by law, or when the Trustees have determined that the matter affects the interests of more than one series, in which case the shareholders of all such series shall be entitled to vote thereon. Each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement for shareholder services and the distribution of shares including its Rule 12b-1 plan, and shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class, and shall have in all other respects the same rights and obligations as each other class. INCOME AND EXPENSE ALLOCATION The Trust shall allocate to each class of shares of a series any fees and expenses incurred by the Trust in connection with the distribution or servicing of such class of shares under a Rule 12b-1 plan, if any, adopted for such class. Except for Rule 12b-I plan fees as described above, all expenses incurred by a series will be allocated to each class of shares of such series on the basis of the net asset value of each such class in relation to the net asset value of the series. EX-99.o DIVIDENDS AND DISTRIBUTIONS Income and realized and unrealized capital gains and losses of a series will be allocated to each class of such series on the basis of the net asset value of each such class in relation to the net asset value of the series. EXCHANGES AND CONVERSIONS Shares of any series of the Trust will be exchangeable with shares of the same class of shares of another series of the Trust to the extent such shares are available. Exchanges will comply with all applicable provisions of Rule 1la-3 under the 1940 Act. GENERAL Any distribution arrangement of the Trust, including distribution fees pursuant to Rule 12b-1 under the 1940 Act, will comply with Article III, Section 26 of the Conduct Rules of the National Association of Securities Dealers, Inc. Any material amendment to the Plan must be approved pursuant to Rule 18f-3 under the 1940 Act by a majority of the Board of Trustees of the Trust, including a majority of those trustees who are not interested persons of the Trust, as defined in the 1940 Act. Date: August 24, 1998 EX-99.o Appendix "A" List of Series and Classes
Series Classes - ------ ------- Global Fund Brinson Global Fund - Class I Brinson Global Fund - Class N UBS Investment Fund - Global Global Equity Fund Brinson Global Equity Fund - Class I Brinson Global Equity Fund - Class N UBS Investment Fund - Global Equity Global Bond Fund Brinson Global Bond Fund - Class I Brinson Global Bond Fund - Class N UBS Investment Fund - Global Bond U.S. Balanced Fund Brinson U.S. Balanced Fund - Class I Brinson U.S. Balanced Fund - Class N UBS Investment Fund - U.S. Balanced U.S. Equity Fund Brinson U.S. Equity Fund - Class I Brinson U.S. Equity Fund - Class N UBS Investment Fund - U.S. Equity U.S. Large Capitalization Brinson U.S. Large Capitalization Equity Fund - ClassI Equity Fund Brinson U.S. Large Capitalization Equity Fund - Class N UBS Investment Fund - U.S. Large Capitalization Equity U.S. Bond Fund Brinson U.S. Bond Fund - Class I Brinson U.S. Bond Fund - Class N UBS Investment Fund - U.S. Bond Non-U.S. Equity Fund Brinson Non-U.S. Equity Fund - Class I Brinson Non-U.S. Equity Fund - Class N UBS Investment Fund - Non-U.S. Equity
EX-99.P1 47 POWER OF ATTORNEY EX-99.p POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Karl Hartmann, Lloyd Lipsett, Kathleen O'Neill, Eddie Wang and Paul Roselli and each of them, with full power to act without the other, as a true and lawful attorney-in-fact and agent, with full and several power of substitution, on behalf of The Brinson Funds (the "Trust") and on behalf of each of the undersigned, to take any appropriate action to execute and file with the U.S. Securities and Exchange Commission ("Commission") any amendment to the registration statement of the Trust, execute and file any request for exemptive relief from state and federal regulations, execute and file any Rule 24f-2 notices to register shares of the Trust with the Commission, execute and file any registration statement on Form N-14 with the Commission, and perform any and all such acts as such attorneys-in-fact may deem necessary or advisable in order to comply with the applicable laws of the United States or any individual state, and in connection therewith to execute and file all requisite papers and documents, including but not limited to, applications, reports, notices, surety bonds, irrevocable consents and appointments of attorneys for service of process; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as each of the Trust and the undersigned persons might or could do itself or in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 24th day of August, 1998. THE BRINSON FUNDS /s/ Frank K. Reilly /s/ E. Thomas McFarlan ---------------------------- ----------------------------------------------- Frank K. Reilly, Chairman E. Thomas McFarlan, President, on behalf of the Trust and himself, as President of the Trust /s/ Walter E. Auch ---------------------------- Walter E. Auch, Trustee /s/ Edward M. Roob /s/ Carolyn M. Burke ---------------------------- ----------------------------------------------- Edward M. Roob, Trustee Carolyn M. Burke, Principal Accounting Officer, Secretary and Treasurer ACKNOWLEDGMENT -------------- State of Illinois ) ) ss: County of Cook ) On this, the 24th day of August, 1998, before me, a notary public, the undersigned officer, personally appeared the above-named persons, known to me (or satisfactorily proven) to be the persons whose names are subscribed to the foregoing instrument, and that each individual executed the same for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /s/ Rebecca C. Wardlaw -------------------------------- Notary Public In and for the County of Cook State of Illinois My commission expires 6/22/99 ------- EX-99.P2 48 CERTIFICATE OF THE SECRETARY AND RESOLUTION EX-99.p2 CERTIFICATE OF THE SECRETARY of THE BRINSON FUNDS RESOLUTION APPOINTING POWER OF ATTORNEY Pursuant to Paragraph 24 of Regulation S-K of the Securities Act of 1933, of The Brinson Funds, a Delaware business trust (the "Trust"), the undersigned does hereby certify the following: 1. Attached hereto as incorporated by reference into the Trust's Registration Statement is a true and complete copy of a resolution adopted by the Board of Trustees of the Trust (the "Resolution") with respect to the Power of Attorney appointing Karl Hartmann, Lloyd Lipsett, Kathleen O'Neill, Eddie Wang and Paul Roselli (each with full power to act alone) as attorneys-in-fact for the Trust, and the Trustees, President, Principal Accounting Officer, Secretary and Treasurer of the Trust, for the purpose of executing and filing on behalf of the Trust all requisite papers and documents with the U.S. Securities and Exchange Commission (the "SEC") and the offices of the securities administrators of the states to comply with applicable federal and state securities laws, is hereby approved and may be executed by each designated officer. 2. The Resolution was unanimously adopted by the Trust's Board of Trustees at the regularly scheduled Board Meeting held on August 24, 1998 and, unless subsequently amended by resolutions duly adopted by the Board of Trustees of the Trust, have remained in full force and effect as of the date hereof. IN WITNESS WHEREOF, the undersigned has caused this certificate to be signed on this 24th day of August, 1998. (Trust Seal) /s/ Carolyn M. Burke -------------------- Carolyn M. Burke, Secretary The Brinson Funds Resolution Adopted on August 24, 1998 and Incorporated by Reference Into the Registration Statement of The Brinson Funds APPOINTMENT POWER OF ATTORNEY RESOLVED, that the proposed Power of Attorney, in substantially the form presented to this meeting, appointing Karl Hartmann, Lloyd Lipsett, Kathleen O'Neill, Eddie Wang and Paul Roselli (each with full power to act alone) as attorneys-in-fact for the Brinson Funds (the "Trust"), and the Trustees, President, Principal Accounting Officer, Secretary and Treasurer of the Trust, for the purpose of executing and filing on behalf of the Trust all requisite papers and documents with the U.S. Securities and Exchange Commission (the "SEC") and the offices of the securities administrators of the states to comply with applicable federal and state securities laws, is hereby approved and may be executed by each designated officer. -----END PRIVACY-ENHANCED MESSAGE-----