-----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, UARzgjDcXvgiCumcaGf40nz3mPg9ws8JgAcjRqs1r/gJMojUXV/n7O1kjN0/kYme iHqamMyoovfoZDkCjzGtcg== 0001003550-99-000046.txt : 19990421 0001003550-99-000046.hdr.sgml : 19990421 ACCESSION NUMBER: 0001003550-99-000046 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990420 EFFECTIVENESS DATE: 19990420 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: 333-63869 FILM NUMBER: 99597108 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 POST-EFF. NO. 1 - LARGE CAP File No. 333-63869 As filed with the SEC on April 19, 1999 U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. /X/ Post-Effective Amendment No. 1 (Check appropriate box or boxes) THE BRINSON FUNDS (Exact Name of Registrant as Specified in Charter) (312) 220-7100 (Area Code and Telephone Number) 209 South LaSalle Street, Chicago, IL 60604 (Address of Principal Executive Offices -- Number, Street, City, State, Zip Code) Carolyn M. Burke 209 South LaSalle Street Chicago, IL 60604-1295 (Name and Address of Agent for Service -- Number, Street, City, State, Zip Code) Copies to: Bruce G. Leto, Esquire Stradley, Ronon, Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103 Title of Securities Being Registered: Brinson U.S. Large Capitalization Growth Fund Class I shares of beneficial interest, $0.001 par value per share, of the U.S. Large Capitalization Growth Fund series. No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended. It is proposed that this filng become effective on April 19, 1999, pursuant to Rule 485(b). The Combined Prospectus/Proxy Statement and Statement of Additional Information to this Registration Statement was previously filed with the Securities and Exchange Commission's EDGAR system pursuant to Rule 497(b) on October 27, 1998, (File No. 333-63869) and is incorporated herein by reference to such filing. PART C. OTHER INFORMATION ITEMS 15. INDEMNIFICATION. Response to Item 15. to this Post-Effective Amendment is incorporated herein by reference to Item 15. of Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14, (File No. 333-63881), filed electronically with the Securities and Exchange Commission on April 19, 1999. ITEM 16. EXHIBITS. Response to Items 16.(1), (2), (3), (5), (7), (8), (9), (10), (13), (15) and (16) to this Post-Effective Amendment is incorporated herein by reference to the corresponding Item Nos. of Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-14, (File No. 333-63881), filed electronically with the Securities and Exchange Commission on April 19, 1999. (4) Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it: Agreement and Plan of Reorganization is incorporated herein by reference to the Registrant's Combined Prospectus/Proxy Statement dated October 26, 1998, filed electronically with the Commission pursuant to Rule 497(b) on October 27, 1998 (File No. 333-63869). (6) Investment Advisory Contracts. Investment Advisory Agreement dated December 18, 1998 between Brinson Partners, Inc. and the Registrant on behalf of the U.S. Large Capitalization Growth Fund series is incorporated herein by reference to Post-Effective Amendment No. 25/26 to the Registrant's Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637), filed electronically with the Commission on March 1, 1999. (11) Opinion of Counsel. Legal opinion of Stradley, Ronon, Stevens & Young, LLP, counsel to the Registrant, as to the legality of the securities being registered, is incorporated herein by reference to Post-Effective Amendment No. 22/23 to the Registrant's Registration Statement on Form N-1A (File Nos. 33-47287) and 811-6637), filed electronically with the Commission on September 18, 1998. (12) Opinion of Counsel Supporting the Tax Matters and Consequences to Shareholders. Tax opinion of Stradley, Ronon, Stevens & Young, LLP, counsel to the Registrant, supporting the tax matters and consequences to shareholders discussed in the prospectus, is filed electronically herewith as Exhibit EX-8. (14) Other Opinions and Consents. (a) Consent of Ernst & Young LLP, independent auditors to the Registrant, is incorporated herein by reference to the Registrant's Registration Statement on Form N-14 (File No. 333-63869), filed electronically with the Commission on September 21, 1998. (b) Consent of PricewaterhouseCoopers LLP, independent auditors to the UBS Private Investor Funds, Inc., is incorporated herein by reference to the Registrant's Registration Statement on Form N-14 (File No. 333-63869), filed electronically with the Commission on September 21, 1998. (c) Consent of PricewaterhouseCoopers LLP, independent auditors to the UBS Investor Portfolios Trust, is incorporated herein by reference to the Registrant's Registration Statement on Form N-14 (File Nos. 333-63869), filed electronically with the Commission on September 21, 1998. ITEM 17. UNDERTAKINGS. (1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. As required by the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Boston, Commonwealth of Massachusetts on the 18th day of April, 1999. THE BRINSON FUNDS By: /s/ E. Thomas McFarlan* ------------------------------ E. Thomas McFarlan, President (Title) As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE: TITLE: DATE: /s/ E. Thomas McFarlan * President April 18, 1999 - -------------------------------- E. Thomas McFarlan /s/ Frank K. Reilly * Trustee, Chairman April 18, 1999 - -------------------------------- Frank K. Reilly /s/ Walter E. Auch * Trustee April 18, 1999 - -------------------------------- Walter E. Auch /s/ Edward M. Roob * Trustee April 18, 1999 - -------------------------------- Edward M. Roob /s/ Carolyn M. Burke * Principal Accounting April 18, 1999 - ------------------------------- Officer, Secretary and Carolyn M. Burke Treasurer *By: Lloyd Lipsett - ------------- As Attorney-In-Fact and Agent Pursuant to Power of Attorney EXHIBIT INDEX Sequentially Numbered Exhibit No. Document Page - ----------- -------- ---- EX-8 Tax opinion of Stradley, Ronon, Stevens & Young, LLP EX-8 2 TAX OPINION OF SRSY December 21, 1998 Board of Directors UBS Private Investor Funds, Inc. - UBS Large Cap Growth Fund 200 Clarendon Street Boston, MA 02116 Board of Trustees The Brinson Funds - U.S. Large Capitalization Growth Fund 209 South LaSalle Street Chicago, IL 60604-1295 Re: Agreement and Plan of Reorganization, dated as of the 20th day of October, 1998, By and Between UBS Private Investor Funds, Inc. (the "Corporation") on behalf of the UBS Large Cap Growth Fund ("Acquired Fund") and The Brinson Funds (the "Trust") on behalf of U.S. Large Capitalization Growth Fund ("Acquiring Fund") Ladies and Gentlemen: You have requested our opinion as to certain federal income tax consequences of the reorganization of Acquired Fund, whereby Acquired Fund will transfer substantially all of its property, assets, and goodwill and liabilities to Acquiring Fund in exchange solely for Brinson U.S. Large Capitalization Growth Fund Class I shares of Acquiring Fund (the "Acquiring Fund Shares"), followed by the distribution by Acquired Fund of Acquiring Fund Shares to the shareholders of Acquired Fund, the cancellation of all of the outstanding shares of common stock of Acquired Fund (the "Acquired Fund Shares") and the liquidation of Acquired Fund (the "Reorganization"). In rendering our opinion, we have reviewed and relied upon (a) the Agreement and Plan of Reorganization, dated as of the 20th day of October, 1998, by and between the Corporation and the Trust ("Agreement"), (b) the proxy materials provided to stockholders of Acquired Fund in connection with the Special Meeting of Shareholders of Acquired Fund held on December 11, 1998, (c) certain representations concerning the Reorganization made to us by the Corporation and the Trust in a letter dated December 21, 1998 (the "Representation Letter"), (d) all other documents, financial and other reports and corporate minutes which we deemed relevant or appropriate, and (e) such statutes, regulations, rulings and decisions as we deemed material to the rendition of this opinion. All terms used herein, unless otherwise defined, are used as defined in the Agreement. For purposes of this opinion, we have assumed that Acquired Fund on the effective date of the Reorganization satisfies, and following the Reorganization, Acquiring Fund will continue to satisfy, the requirements of subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. Under regulations to be prescribed by the Secretary of Treasury under Section 1276(d) of the Code, certain transfers of market discount bonds will be excepted from the requirement that accrued market discount be recognized on disposition of a market discount bond under Section 1276(a) of the Code. Such regulations are to provide, in part, that accrued market discount will not be included in income if no gain is recognized under Section 361(a) of the Code where a bond is transferred in an exchange qualifying as a tax-free reorganization. As of the date hereof, the Secretary has not issued any regulations under Section 1276 of the Code. Based on the foregoing and provided the Reorganization is carried out in accordance with the applicable laws of the State of Maryland and the State of Delaware, the Agreement and the Representation Letter, it is our opinion that: 1. The Reorganization will constitute a tax-free reorganization within the meaning of Section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to the reorganization within the meaning of Section 368(b) of the Code. 2. No gain or loss will be recognized by Acquired Fund upon the transfer of all of its assets to Acquiring Fund in exchange solely for Acquiring Fund Shares pursuant to Section 361(a) and Section 357(a) of the Code. We express no opinion as to whether any accrued market discount will be required to be recognized as ordinary income pursuant to Section 1276 of the Code. 3. No gain or loss will be recognized by Acquiring Fund upon the receipt by it of all of the assets of Acquired Fund in exchange solely for Acquiring Fund Shares pursuant to Section 1032(a) of the Code. 4. The basis of the assets of Acquired Fund received by Acquiring Fund will be the same as the basis of such assets to Acquired Fund immediately prior to the exchange pursuant to Section 362(b) of the Code. 5. The holding period of the assets of Acquired Fund received by Acquiring Fund will include the period during which such assets were held by Acquired Fund pursuant to Section 1223(2) of the Code. 6. No gain or loss will be recognized by the stockholders of Acquired Fund upon the exchange of their Acquired Fund Shares for Acquiring Fund Shares (including fractional shares to which they may be entitled), pursuant to Section 354(a) of the Code. 7. The basis of the Acquiring Fund Shares received by the stockholders of Acquired Fund (including fractional shares to which they may be entitled) will be the same as the basis of the Acquired Fund Shares exchanged therefor pursuant to Section 358(a)(1) of the Code. 8. The holding period of the Acquiring Fund Shares received by the stockholders of Acquired Fund (including fractional shares to which they may be entitled) will include the holding period of the Acquired Fund Shares surrendered in exchange therefor, provided that the Acquired Fund Shares were held as a capital asset on the effective date of the Reorganization, pursuant to Section 1223(1) of the Code. 9. Acquiring Fund will succeed to and take into account as of the date of the proposed transfer (as defined in Section 1.381(b)-1(b) of the Income Tax Regulations) the items of Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381(b) and (c), 382, 383 and 384 of the Code. Our opinion is based upon the Code, the applicable Treasury Regulations promulgated thereunder, the present position of the Internal Revenue Service as set forth in published revenue rulings and revenue procedures, present administrative positions of the Internal Revenue Service, and existing judicial decisions, all of which are subject to change either prospectively or retroactively. We do not undertake to make any continuing analysis of the facts or relevant law following the date of this letter. Our opinion is conditioned upon the performance by the Corporation and the Trust of their undertakings in the Agreement and the Representation Letter. This opinion is being rendered to Acquiring Fund and Acquired Fund and may be relied upon only by such funds and the stockholders of each. Very truly yours, STRADLEY, RONON, STEVENS & YOUNG, LLP By: /S/ WILLIAM P. ZIMMERMAN William P. Zimmerman, a Partner c:\ee\filings\sl-lgcap -----END PRIVACY-ENHANCED MESSAGE-----