August 30, 1999
Diane Titus
Paralegal Specialist
U.S. Securities and Exchange Commission
Mail Stop 5-6
Washington, D.C. 20549-0506
RE: UBS Private Investor Funds, Inc.
File No. 811-7431
Dear Ms. Titus:
On June 9, 1999, the UBS Private Investor Funds, Inc.
(the "Fund") filed with the Securities and Exchange
Commission an application for an order pursuant to Section
8(f) of the Investment Company Act of 1940 (the "Act")
declaring that the Fund has ceased to be an investment
company. By a letter dated July 28, 1999 to Lloyd Lipsett
of our offices, you provided the staff's comments to the
application. An amended application is being filed herewith
to incorporate the staff's comments. In addition, listed
below are the comments from your July 28, 1999 letter and
the corresponding response.
1. In Item 22(a), applicant indicates that no expenses were
incurred in connection with the merger. In Item 22(c),
applicant states that UBS AG and Brinson Partners, Inc.
assumed all of the expenses associated with the merger.
Please amend your application to clarify this inconsistency.
Response: Comment Accepted
See Item 22(a) of the amended application, which
clarifies that none of the expenses incurred in connection
with the merger were assumed by the Fund. UBS AG and
Brinson Partners, Inc. assumed all of the expenses
associated with the merger.
2. In Item 22(c), please explain the relationship between
the applicant and Brinson Partners, Inc.
Response: Comment Accepted
See Item 22(d) of the amended application, which notes
that, as a result of the merger of Swiss Bank Corporation
and Union Bank of Switzerland (forming UBS AG), the Fund and
Brinson Partners, Inc. became affiliates. Section 22(d) of
the amended application also states that certain series of
the Fund have merged into existing series of The Brinson
Funds and that Brinson Partners, Inc. currently serves as
the investment adviser to The Brinson Funds.
Thank you for your assistance. Should you have any
questions, please do not hesitate to contact me at (617) 557-
8839.
Sincerely,
/s/ Christopher Short
Christopher Short
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form N8-F
AMENDED APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED
INVESTMENT COMPANIES
I. General Identifying Information
1. Reason fund is applying to deregister (check only
one;):
[ X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer only
questions 1 through 15, 24 and 25 of this form and
complete verification at the end of the form.)
[ ] Election of status as a Business Development
Company
(Note: Business Development Companies answer only
questions 1 through 10 of this form and complete
verification at the end of this form.)
2. Name of Fund: UBS Private Investor Funds, Inc. (the
"Fund")
(including the following series: UBS
Bond Fund, UBS Value Equity Fund, UBS
International Equity Fund, UBS
Institutional International Equity Fund,
UBS Small Cap Fund, UBS Large Cap Growth
Fund, UBS High Yield Bond Fund and UBS
Real Estate Fund)
3. Securities and Exchange Commission File No.: 811-07431
4. Is this an initial Form N-8F or an amendment to a
previously filed Form N-8F?
[ ] Initial Application [X] Amendment
5.
Address of Principal Executive Officer (include No. &
Street, City, State, Zip Code):
200 Clarendon Street
Boston, Massachusetts 02116
6. Name, address and telephone number of individual the
Commission staff should contact with any questions regarding
this form:
Lloyd Lipsett
Chase Global Funds Services Company
73 Tremont Street
Boston, Massachusetts 02108
(617) 557-8826
7. Name, address and telephone number of individual or
entity responsible for maintenance and preservation of fund
records in accordance with Rules 31a-1 and 31a-2 under the
Act [17 CFR 270.31a-1, .31a-2]:
Susan Mosher
Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116
(617) 330-6413
NOTE: Once deregistered, a fund is still required to
maintain and preserve the records described in
Rules 31a-1 and 31a-2 for the periods specified in
those rules.
8. Classification of Fund (check only one):
[ X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company
9. Subclassification if the Fund is a management company
(check only one):
[ X] Open-end [ ] Closed-end
10. State law under which the Fund was organized or formed
(e.g., Delaware, Massachusetts):
Maryland
11. Provide the name and address of each investment adviser
of the Fund (including sub-advisers) during the last five
years, even if the Fund's contracts with those advisers have
been terminated:
The Fund had not retained the services of an
investment adviser as the Fund's series sought to
attain their investment objectives by investing all of
their investable assets in the corresponding series of
another investment company in a master-feeder fund
arrangement.
Each master fund had retained the services of UBS
A.G. as its investment adviser. UBS A.G. was formed on
June 28, 1998 by the merger of Union Bank of
Switzerland ("UBS") with Swiss Bank Corporation
("SBC"). Prior to the merger the master funds'
investment adviser was the Union Bank of Switzerland.
Certain of the master-funds had also retained sub-
advisers. The chart below sets forth those master
funds which had sub-advisers, the corresponding series
of the Fund and the name of the sub-advisers prior to
and after the merger of UBS and SBC.
Corresponding
Master Fund Series
1. UBS High Yield Bond Portfolio UBS High Yield Bond Fund
2. UBS Large Cap Growth Portfolio UBS Large Cap Growth Fund
3. UBS Small Cap Portfolio UBS Small Cap Fund
4. UBS International Equity Portfolio UBS International Equity Fund
5. UBS International Equity Portfolio UBS Institutional International
Equity Fund
6. UBS Real Estate Portfolio UBS Real Estate Fund
Sub-Adviser Sub-Adviser
(before merger) (after merger)
1. UBS Asset Management UBS Brinson, Inc. ("UBS Brinson")
(New York), Inc. ("UBS AM")
2. UBS AM UBS Brinson
3. UBS AM UBS Brinson
4. UBS International Investment UBS London
London Limited ("UBS London")
5. UBS London UBS London
6. UBS AM UBS Brinson
UBS A.G., Union Bank of Switzerland, UBS AM and UBS
Brinson are or were located at: 1345 Avenue of the Americas,
New York, NY, 10105. UBS London is located at: Triton
Court, 14 Finsbury Square, London, England, EC2A 1PD.
12. Provide the name and address of each principal
underwriter of the Fund during the last five years, even if
the Fund's contracts with those underwriters have been
terminated:
First Fund Distributors, Inc.
4455 Camelback Road
Phoenix, Arizona 85018
13. If the Fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as
a vehicle for investment in the Fund (e.g., an insurance
company separate account)?
[ ] Yes [ X] No
If Yes, for each UIT state:
Name(s):
File No.: 811-__________
Business Address:
15. (a) Did the Fund obtain approval from the board
of directors concerning the decision to engage in
a Merger, Liquidation or Abandonment of
Registration?
[ X] Yes [ ] No
If Yes, state the date on which the board vote
took place:
October 20, 1998
If No, explain:
(b) Did the Fund obtain approval from the shareholders
concerning the decision to engage in a Merger,
Liquidation or Abandonment Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder
vote took place:
December 11, 1998
If No, explain:
II. Distributions to Shareholders
16. Has the Fund distributed any assets to its shareholders
in connection with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the Fund made those
distributions:
December 21, 1998
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share
ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of
distributions to shareholders. For Mergers, provide the
exchange ratio(s) used and explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in
kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of Fund
shares owned by affiliates, or any other
affiliation of shareholders:
17. Closed-end funds only:
Has the Fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to
senior securityholders and distributions to other
shareholders:
18. Has the Fund distributed all of its assets to the
Fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the Fund have as of the date
this form is filed?
(b) Describe the relationship of each remaining shareholder
to the Fund:
19. Are there any shareholders who have not yet received
distributions in complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for
distributing to, or preserving the interests of, those
shareholders:
III. Assets and Liabilities
20. Does the Fund have any assets as of the date this form
is filed?
(See question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by
the Fund as of the date this form is filed:
(b) Why has the Fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the Fund have any outstanding debts (other than
face-amount certificates if the Fund is a face-amount
certificate company) or any other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other
liability:
(b) How does the Fund intend to pay these outstanding
debts or other liabilities?
IV. Information About Event(s) Leading to Request For
Deregistration
22. (a) List the expenses incurred in connection with
the Merger or Liquidation:
(i) Legal expenses: See Section 22(a)(iv) below.
(ii) Accounting expenses: See Section 22(a)(iv) below.
(iii) Other expenses (list and identify separately):
See Section 22(a)(iv) below.
(iv) Total expenses (sum of lines (i) - (iii) above): None
of the expenses incurred in connection with the merger were
assumed by the Fund.
(b) How were those expenses allocated?
See Section 22(c) below.
(c) Who paid those expenses?
UBS A.G. and Brinson Partners, Inc. assumed all of
the expenses in connection with the
reorganization.
(d) How did the Fund pay for unamortized expenses (if any)?
UBS A.G. and Brinson Partners, Inc. assumed all of
the expenses in connection with the
reorganization. As a result of the merger of
Swiss Bank Corporation and Union Bank of
Switzerland (forming UBS A.G.), the Fund and
Brinson Partners, Inc. became affiliates. Certain
series of the Fund have merged into existing
series of The Brinson Funds. Brinson Partners,
Inc. currently serves as the investment adviser to
The Brinson Funds.
23. Has the Fund previously filed an application for an
order of the Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's
notice and order or, if no notice or order has been
issued, the file number and date the application was
filed:
V. Conclusion of Fund Business
24. Is the Fund a party to any litigation or administrative
proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or
proceeding and the position taken by the Fund in that
litigation:
25. Is the Fund now engaged, or intending to engage, in any
business activities other than those necessary for winding
up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those
activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
The Brinson Funds
(b) State the Investment Company Act file number of the
fund surviving the Merger:
811-06637
(c) If the merger or reorganization agreement has been
filed with the Commission, state the file number(s), form
type used and date the agreement was filed:
The Applicant's proxy materials with respect to
the reorganization of each series of the Fund into
the corresponding series of The Brinson Funds was
prepared according to Form N-14 and filed with the
Securities and Exchange Commission on September
21, 1998. (File Nos. 333-63887, 333-63879, 333-
63885, 333-63883, 333-63881 and 333-63869).
(d) If the merger or reorganization agreement has not
been filed with the Commission, provide a copy of
the agreement as an exhibit to this form.
VERIFICATION
The undersigned states that (i) he or she has executed
this amended Form N-8F application for an order under
section 8(f) of the Investment Company Act of 1940 on behalf
of the UBS Private Investor Funds, Inc., (ii) he or she is
the Secretary of UBS Private Investor Funds, Inc., and (iii)
all actions by directors, and any other body necessary to
authorize the undersigned to execute and file this amended
Form N-8F application have been taken. The undersigned also
states that the facts set forth in this amended Form N-8F
application are true to the best of his or her knowledge,
information and belief.
/s/ Susan Mosher
Susan Mosher
