BRINSON FUNDS INC, 497, 1997-02-05

BRINSON FUNDS INC
497, 1997-02-05

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[LOGO APPEARS HERE] The Brinson Funds

BRINSON GLOBAL FUND

BRINSON GLOBAL EQUITY FUND

BRINSON GLOBAL BOND FUND

209 South LaSalle Street
Chicago, IL 60604-1295

PROSPECTUS
OCTOBER 28, 1996

AS REVISED, FEBRUARY 5, 1997

This Prospectus pertains only to the Brinson Global Fund, Brinson Global
Equity Fund and Brinson Global Bond Fund (each a "Fund" and collectively, the
"Funds" or "Global Funds"), which represent the Brinson Fund class shares of
the Global Fund, Global Equity Fund and Global Bond Fund Series (each a
"Series" and collectively, the "Series").

The Brinson Fund class shares have no sales charges or 12b-1 fees. The
SwissKey Fund class shares are also offered without sales charges, but impose
a 12b-1 fee. Further information relating to the SwissKey Fund class shares
may be obtained by calling 1-800-SWISSKEY.

This Prospectus sets forth concisely the information a prospective investor
should know before investing in any of the Global Funds. Investors should read
and retain this Prospectus for future reference. Additional information about
the Global Funds, and the other Series and classes of shares of the Trust is
contained in the Statement of Additional Information dated October 28, 1996,
as revised, February 5, 1997, as amended from time to time, which has been
filed with the U.S. Securities and Exchange Commission. The Statement of
Additional Information is incorporated by reference into this Prospectus and
is available upon request and without charge from the Trust, at the addresses
and telephone numbers below.

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.

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 (800) 448-2430
(800) 448-2430
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Annual Fund Operating Expenses............................................. 1
Financial Highlights....................................................... 2
Description of the Global Funds............................................ 3
Investment Objectives and Policies......................................... 3
Global Fund.............................................................. 3
Global Equity Fund....................................................... 4
Global Bond Fund......................................................... 4
Investment Considerations and Risks........................................ 5
Management of the Trust.................................................... 7
Portfolio Management....................................................... 8
Administration of the Trust................................................ 8
Purchase of Shares......................................................... 9
Account Options............................................................ 10
Redemption of Shares....................................................... 11
Net Asset Value............................................................ 14
Dividends, Distributions and Taxes......................................... 15
General Information........................................................ 17
Performance Information.................................................... 18
Appendix A................................................................. 20
</TABLE>

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.

<PAGE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT FEES OTHER EXPENSES OPERATING EXPENSES
NAME OF FUND (AFTER FEE WAIVER)/1/ (AFTER REIMBURSEMENT)/2/ (AFTER REIMBURSEMENT)
- ------------ --------------------- ------------------------ --------------------
<S> <C> <C> <C>
Brinson Global Fund..... 0.80% 0.24% 1.04%
Brinson Global Equity
Fund.................... 0.03% 0.97% 1.00%
Brinson Global Bond
Fund.................... 0.00% 0.90% 0.90%
</TABLE>
- ----------
/1/The Advisor has irrevocably agreed to waive its fees and reimburse certain
expenses so that the total operating expenses of the Brinson Global Fund,
Brinson Global Equity Fund and Brinson Global Bond Fund will never exceed
1.10%, 1.00% and 0.90%, respectively. Had the Advisor not irrevocably agreed
to waive fees and reimburse expenses, the total fund operating expenses for
the fiscal year ended June 30, 1996 for the Brinson Global Equity Fund and
Brinson Global Bond Fund would have been 1.77% and 1.65%, respectively.
/2/"Other Expenses" include the fee paid to the Administrator, which is
calculated on the basis of the total net assets of all portfolios within the
Trust and is subject to an annual minimum fee of $75,000 for the initial
multiple class portfolio and $10,000 per each additional multiple class
portfolio.

EXAMPLE: Based on the level of expenses listed above after 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.

<TABLE>
<CAPTION>
NAME OF FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
Brinson Global Fund............................. $11 $33 $57 $127
Brinson Global Equity Fund...................... $10 $32 $55 $122
Brinson Global Bond Fund........................ $ 9 $29 $50 $111
</TABLE>

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%.

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

1
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FINANCIAL HIGHLIGHTS

The selected financial information in the following table has been audited
by the Funds' independent auditors, whose unqualified report thereon appears
in the Funds' Annual Report to Shareholders dated June 30, 1996. Additional
financial data and related notes are contained in the Funds' Annual Report to
Shareholders, which is incorporated by reference into the Statement of
Additional Information and is available without charge upon request.

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.

<TABLE>
<CAPTION>
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)
- ---- --------- ------- ----------- ---------- --------- --------- --------- ------ ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BRINSON GLOBAL FUND (Commencement of Operations August 31, 1992)
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
BRINSON GLOBAL EQUITY FUND (Commencement of Operations January 28, 1994)
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
BRINSON GLOBAL BOND FUND (Commencement of Operations July 30, 1993)
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
<CAPTION>
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
- ---- ---------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
BRINSON GLOBAL FUND (Commencement of Operations August 31, 1992)
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
BRINSON GLOBAL EQUITY FUND (Commencement of Operations January 28, 1994)
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
BRINSON GLOBAL BOND FUND (Commencement of Operations July 30, 1993)
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
</TABLE>
- -----
/1/Annualized
N/A=Not Applicable

2
<PAGE>

DESCRIPTION OF THE GLOBAL FUNDS

The Global Fund, Global Equity Fund and Global Bond Fund each have an
investment objective to maximize total return, consisting of capital
appreciation and current income. In seeking to achieve its investment
objective, each Series attempts to control risk. These investment objectives
are fundamental and may not be changed without a vote of the holders of the
majority of the voting securities of the respective 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. The Series do not intend to issue senior securities, as defined in
the Investment Company Act of 1940, as amended (the "Act"), except that each
Series may engage in borrowing activities as defined in Appendix A in this
Prospectus 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 Fund 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 Fund may invest in other
open-end investment companies advised by Brinson Partners, Inc. ("Brinson
Partners" or the "Advisor"). 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 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.

3
<PAGE>

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
Brothers 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 Fund 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 Fund 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.

4
<PAGE>

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.

INVESTMENT CONSIDERATIONS AND RISKS

The following provides information about the types of instruments in which
the Global 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 AND GLOBAL 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
marketablilty, and therefore, may be more volatile. Fluctuations in the value
of the Global Fund's and Global Equity Fund's equity investments will affect
the value of their shares and thus the Funds' total returns to investors.

FIXED INCOME SECURITIES (GLOBAL FUND AND GLOBAL 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 (ALL GLOBAL FUNDS)--
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 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.

5
<PAGE>

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.

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 (ALL GLOBAL FUNDS)--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 GLOBAL FUNDS)--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.

6
<PAGE>

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.

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 ONLY)--The Global Bond Fund 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 it 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 may be subject to greater fluctuations
in value than an investment in a diversified fund.

MANAGEMENT OF THE TRUST

THE BOARD OF TRUSTEES

Under Delaware law, the Board of Trustees has overall responsibility for
managing the business and affairs of the Trust. The Trustees, in turn, elect
the officers of the Trust, who are responsible for administering the day-to-
day operations of the Series.

7
<PAGE>

THE ADVISOR

Brinson Partners, a Delaware corporation, is an investment management firm
managing, as of June 30, 1996, approximately $58 billion, primarily for
pension and profit sharing institutional accounts. Brinson Partners was
organized in 1989 when it acquired the institutional asset management business
of The First National Bank of Chicago and First Chicago Investment Advisors,
N.A. Brinson Partners and its predecessor entities have managed domestic and
international investment assets since 1974 and global investment assets since
1982. Brinson Partners has offices in Basel, London, Melbourne, New York,
Paris, Singapore, Sydney and Tokyo, in addition to its principal office at 209
South LaSalle Street, Chicago, IL 60604-1295. Brinson Partners is an indirect
wholly-owned subsidiary of Swiss Bank Corporation ("Swiss Bank"). Swiss Bank,
with headquarters in Basel, Switzerland, is an internationally diversified
organization with operations in many aspects of the financial services
industry. Brinson Partners also serves as the investment advisor to seven
other investment companies: Brinson Relationship Funds, which includes six
investment portfolios (Series); Enterprise Accumulation Trust; Enterprise
International Growth Portfolio; Fort Dearborn Income Securities, Inc.; Hirtle
Callaghan International Trust; John Hancock Variable Series Trust--
International Balanced Portfolio; and Pace Large Company Value Equity
Investments.

Pursuant to its investment advisory 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 and has agreed to waive that portion of its
advisory fee equal to the total expenses of a Series for any fiscal year which
exceeds the permissible limits applicable to the Series in any state in which
its shares are then qualified for sale. Pursuant to its advisory 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, 1996, the Global Fund and Global Equity Fund paid Brinson Partners a
monthly fee at the annual rate of 0.80% of each Series' respective average
daily net assets. This fee 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. For the fiscal year ended June 30, 1996, the Global
Bond Fund paid a monthly fee at the annual rate of 0.75% of its average daily
net assets.

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., 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 registration 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.

8
<PAGE>

THE ADMINISTRATOR

The Trust, on behalf of each Series, has entered into an administrative
services agreement with FPS Services, Inc. ("FPS"), 3200 Horizon Drive, King
of Prussia, PA 19406-0903, pursuant to which the administrator receives a fee
at the annual rate of 0.15% of the average daily net assets of the Trust on
the first $75 million; 0.10% on the next $75 million; 0.075% on the next $350
million; and 0.05% on the next $500 million. Each Series pays its pro rata
portion based upon its average daily net assets, but in no event shall a
Series pay less than $75,000 for the initial multiple class portfolio and
$10,000 per year for each additional multiple class portfolio. Pursuant to the
agreement with FPS, maximum administration fees are $400,000 for the initial
multiple class portfolio and $60,000 per year for each subsequent multiple
class portfolio.

The services FPS provides to the Series include: coordinating and monitoring
of any third parties furnishing services to the Series; providing the
necessary office space, equipment and personnel to perform administrative and
clerical functions for the Series; preparing, filing and distributing proxy
materials, periodic reports to shareholders, registration statements and other
documents; and responding to shareholder inquiries.

THE CUSTODIAN, TRANSFER AGENT AND ACCOUNTING/PRICING AGENT

Bankers Trust Company, c/o BTNY Services, Inc., 34 Exchange Place, Jersey
City, NJ 07302-1107 is custodian for the securities and cash of each Series.

FPS serves as each Series' transfer agent. As transfer agent, it maintains
the records of each shareholder's account, answers shareholder inquiries
concerning accounts, processes purchases and redemptions of the Funds' shares,
acts as dividend and distribution disbursing agent and performs other
shareholder service functions. Shareholder inquiries should be made to the
transfer agent at (800) 448-2430.

FPS also performs certain accounting and pricing services for the Trust,
including the daily calculation of the Funds' respective net asset values.

PURCHASE OF SHARES

Shares of the Global 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 Funds or the Series. The Funds will not
accept a check endorsed over by a third-party. The minimum initial investment
for Fund shares is $100,000. Effective March 1, 1997, the minimum initial
investment for Fund shares will be $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 minimums for additional
investments in 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 Global 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 Trust may accept telephone orders for Fund shares from broker-dealers or
service organizations which have been previously approved by the Trust. It is
the responsibility of such broker-dealers or service organizations to promptly
forward purchase orders and payments for the same to the Fund. Shares of the
Fund may be purchased through broker-dealers, banks and bank trust departments
which may charge the investor a transaction fee or other fee for their
services at the time of purchase. Such fees would not otherwise be charged if
the shares were purchased directly from the Trust.

9
<PAGE>

PURCHASES MAY BE MADE IN ONE OF THE FOLLOWING WAYS:

<TABLE>
<CAPTION>
INITIAL INVESTMENT SUBSEQUENT INVESTMENTS
------------------------------- -------------------------------
<S> <C> <C>
MINIMUM $100,000 MINIMUM $2,500
EFFECTIVE MARCH 1, 1997,
MINIMUM $1,000,000
BY MAIL . Complete and sign the Account . Make your check payable
[LOGO MAIL] Application accompanying this to "Brinson __________ Fund."
Prospectus.
. Make your check payable to . Enclose the remittance por-
"Brinson __________ Fund." tion of your account statement
and include the amount of in-
vestment, 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 pro-
vided.
BY WIRE . Call (800) 448-2430 to ar- . Wire federal funds to:
[LOGO WIRE] range for a wire transaction. UNITED MISSOURI BANK KC NA
. Wire federal funds within 24 ABA # 10-10-00695
hours FOR: FPS SERVICES, INC.
to: UNITED MISSOURI BANK KC NA A/C 98-7037-071-9
ABA # 10-10-00695 "BRINSON __________ FUND" AND
FOR: FPS SERVICES, INC. INCLUDE YOUR NAME AND ACCOUNT
A/C 98-7037-071-9 NUMBER.
"BRINSON __________ FUND" AND
INCLUDE YOUR NAME AND YOUR NEW
ACCOUNT NUMBER.
. Complete and sign the Account
Application and mail to the
address indicated immediately
following the initial wire
transaction.
BY TELEPHONE . Call (800) 448-2430 to ar- . Call (800) 448-2430 to ar-
[LOGO TELEPHONE] range for a telephone transac- range for a telephone transac-
tion. tion.
PURCHASING BY EXCHANGES . You may open a new account by . You may purchase additional
[LOGO EXCHANGES] making an exchange from an shares by making an exchange
existing Brinson Fund class from an existing Brinson Fund
account of any other Series of class account of any other Se-
the Trust. Exchanges may be ries of the Trust. Exchanges
made by mail or telephone. may be made by mail or tele-
Call (800) 448-2430 for assis- phone. Call (800) 448-2430 for
tance. assistance.
AUTOMATICALLY . Please refer to "Automatic . Please refer to "Automatic
Investment Plan" under Investment Plan" under
"Account Options" or call "Account Options" or call
(800) 448-2430 for assistance. (800) 448-2430 for assistance.
</TABLE>

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 (800) 448-
2430.

10
<PAGE>

<TABLE>
<CAPTION>
ACCOUNT OPTIONS INSTRUCTIONS
- --------------------- --------------------------------------------------------
<S> <C> <C>
AUTOMATIC INVESTMENT . You may have money deducted directly from your
PLAN 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 (800)
448-2430, and mail it to the address indicated.
. The initial account must be opened first with the
initial $100,000 minimum investment, with
subsequent minimum investments of $500 pursuant to
the Automatic Investment Plan. Effective March 1,
1997, the initial account must be opened first with
an initial $1,000,000 minimum investment.
. 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 . A shareholder with a minimum account of $100,000
PLAN 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 shares of
another Series of the Trust.
INDIVIDUAL RETIREMENT . An IRA is a tax-deferred retirement savings account
ACCOUNTS 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.
</TABLE>

REDEMPTION OF SHARES

Shareholders may redeem shares of the Funds 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. There is no charge for redemptions by wire. Please note that the
shareholder's bank may impose a fee for wire service. The Trust will honor
redemption

11
<PAGE>

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. 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.

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:

<TABLE>
<C> <C> <S>
BY MAIL . Submit a written request for redemption with:
[LOGO . The Fund's name;
MAIL] . 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.
. A signature guarantee for the signature of each person in whose
name the account is registered is required on all written
redemption requests over $5,000.
. Mail to the address indicated on the Account Application.
Questions may be directed to the transfer agent at (800) 448-
2430.
BY WIRE . This service must be elected either on the initial application or
[LOGO subsequently in writing.
WIRE] . Shares may be redeemed by instructing the transfer agent by
telephone at (800) 448-2430.
. 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.
</TABLE>

12
<PAGE>

<TABLE>
<C> <C> <S>
BY TELEPHONE (800) 448-2430 . This service must be elected in advance either
[LOGO TELEPHONE] on the initial application or subsequently
arranged in writing.
. Shares may be redeemed by instructing the
transfer agent by telephone at (800) 448-2430.
. 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 (800) 448-2430
for assistance.
</TABLE>
- ----------
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
Global Funds by wire or telephone may be modified or terminated by the
Trust at any time.

Shares of the Funds may be redeemed through certain broker-dealers, banks
and bank trust departments which may charge the investor a transaction fee or
other fee for their services at the time of redemption. Such fees would not
otherwise be charged if the shares were redeemed directly from 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 shares of any other
Series within the Trust. Exchanges will not be permitted between the Brinson
Fund class shares and the SwissKey Fund class shares of any 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 both Series' relative net asset
values per share. 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.

13
<PAGE>

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 the 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 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 the Brinson Fund class shares and SwissKey
Fund class shares is computed by adding, with respect to each class of shares,
the value of the 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
Brinson Fund class shares and the SwissKey Fund class shares, both 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 a 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 and an
unrealized gain or loss is recorded. A 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. 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.

14
<PAGE>

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 a 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.

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.

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.

Each of the Series' two classes of shares will bear pro rata all of the
common expenses of that Series. 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 the shares of such class, except
that the Brinson Fund class will not incur any of the expenses under the
SwissKey Fund class' 12b-1 Plan.

The different expenses borne by each class of shares will result in
different net asset values and dividends. The per share net asset value of the
SwissKey Fund class shares will generally be lower than that of the Brinson
Fund class shares of a Series because of the higher expenses borne by the
SwissKey Fund class 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 between the classes.

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.

15
<PAGE>

Dividends and other distributions paid by a Series with respect to its
Brinson Fund class and SwissKey Fund class shares are calculated in the same
manner and at the same time. The per share dividends on SwissKey Fund class
shares will be lower than the per share dividends on the Brinson Fund class
shares of each Series as a result of the distribution and service fees
applicable with respect to the SwissKey Fund class shares. Both the SwissKey
Fund class and Brinson Fund class shares of a Series will share
proportionately in the investment income and expenses of that Series, except
that the per share dividends on the SwissKey Fund class shares will be lower
than the per share dividends on the Brinson Fund class shares, which will not
incur any expenses under a Rule 12b-1 Plan.

Income dividends and capital gain distributions are reinvested automatically
in additional Fund shares 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 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.

16
<PAGE>

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.

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 seven different investment portfolios or 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' SwissKey Fund class shall have voting rights with respect to
the Rule 12b-1 Plan relating to that class 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 seven Series--Global Fund, Global Equity Fund,
Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Bond Fund and
Non-U.S. Equity Fund. Two classes of shares are currently issued by the Trust
for each Series, the SwissKey Fund class and the Brinson 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
SwissKey Fund class shareholders may vote on matters related to the Rule 12b-1
Plan associated with that class.

17
<PAGE>

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 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 other Series of the Trust to communicate with other shareholders to
request a shareholders' meeting to vote upon the removal of a Trustee or
Trustees.

PORTFOLIO TURNOVER (GLOBAL FUND AND GLOBAL BOND FUND)

As a result of the Global Fund's and Global Bond Fund's investment policies,
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 effected 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.

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.

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 Global Funds at (800) 448-2430 or write to The Brinson Funds, 3200 Horizon
Drive, P.O. Box 61503, King of Prussia, PA 19406-0903.

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.

18
<PAGE>

To help investors better evaluate how an investment in the Global 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; Shearson Lehman Hutton 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 global portfolios
managed by the Advisor; and financial publications such as Business Week,
Kiplinger's Personal Finance, Financial World, Forbes, Fortune, Money
Magazine, The Wall Street Journal, Barron's, et al., which rate fund
performance over various time periods.

The principal value of an investment in the 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 Global 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, 1996, which may be
obtained without charge by contacting the Trust at (800) 448-2430.

19
<PAGE>

APPENDIX A

INVESTMENT POLICIES AND TECHNIQUES

EQUITY SECURITIES (GLOBAL FUND AND GLOBAL 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 depository
receipts ("Depository Receipts"). The issuers of unsponsored Depository
Receipts are not obligated to disclose material information in the United
States. The Series expects their U.S. equity investments to emphasize large
and intermediate capitalization companies. The equity markets in the non-U.S.
component of the Series will typically include available shares of larger
capitalization companies, although the Global Fund may also invest in small
market capitalization equity markets. 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 other open-end investment companies advised by Brinson, 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 AND GLOBAL 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 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. 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.
Both Series currently intend to limit their aggregate investments in non-
investment grade debt securities of their U.S. and non-U.S. dollar-denominated
fixed income assets to no more than 5% of their respective 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.

20
<PAGE>

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 GLOBAL FUNDS): 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.

ZERO COUPON SECURITIES (GLOBAL FUND AND GLOBAL 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 AND GLOBAL 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"). 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.

21
<PAGE>

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 the yield to maturity, while a prepayment
rate that is slower than expected will reduce the 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 AND GLOBAL 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. A 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 an
amount equal to the amounts of its when-issued securities. 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").

FOREIGN CURRENCY TRANSACTIONS (ALL GLOBAL FUNDS): 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
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 equal in value to its obligations with respect to
its forward contracts for non-hedging purposes.

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

22
<PAGE>

same maturity date, the same amount of the foreign currency. A Series may
realize a gain or loss from currency transactions.

OPTIONS ON CURRENCIES (ALL GLOBAL FUNDS): 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 portfolios' exposure to
changes in currency exchange rates. Call options on foreign currency written
by the Series will be "covered," which means that the Series will own an equal
amount of, or an offsetting position in, the underlying foreign currency. With
respect to our 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 value to the amount the Series would be required to
deliver upon exercise of the put.

FUTURES CONTRACTS (ALL GLOBAL FUNDS): The Series may enter into contracts
for the future purchase or sale of securities, indices or 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 futures contracts 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 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 GLOBAL FUNDS): 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 on
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 GLOBAL FUNDS): 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, a 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 GLOBAL FUNDS): 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 GLOBAL FUNDS): Each Series may loan its
portfolio securities to broker-dealers and other institutional investors
pursuant to agreements requiring that the loans be continuously secured

23
<PAGE>

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 GLOBAL FUNDS): 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 U.S. Securities and Exchange
Commission 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.

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 (800) 448-2430.

24
<PAGE>

----------------------
The Brinson Funds

Brinson Global Fund

Brinson Global Equity Fund

Brinson Global Bond Fund

Prospectus

October 28, 1996,
As Revised
February 5, 1997

[BRINSON LOGO]

Global Institutional

Asset Management
----------------------

The Brinson Funds
- -------------------------------------------------------

209 South LaSalle Street . Chicago, Illinois 60604-1295

Tel: (800) 448-2430

<PAGE>

[LOGO APPEARS HERE] The Brinson Funds

BRINSON U.S. BALANCED FUND

BRINSON U.S. EQUITY FUND

BRINSON U.S. BOND FUND

209 South LaSalle Street
Chicago, IL 60604-1295

PROSPECTUS
OCTOBER 28, 1996

AS REVISED, FEBRUARY 5, 1997

This Prospectus pertains only to the Brinson U.S. Balanced Fund, Brinson
U.S. Equity Fund and Brinson U.S. Bond Fund (each a "Fund" and collectively,
the "Funds" or "U.S. Funds"), which represent the Brinson Fund class shares of
the U.S. Balanced Fund, U.S. Equity Fund and U.S. Bond Fund Series (each a
"Series" and collectively, the "Series").

This Prospectus sets forth concisely the information a prospective investor
should know before investing in any of the U.S. Funds. Investors should read
and retain this Prospectus for future reference. Additional information about
the U.S. Funds, and the other Series and classes of shares of the Trust is
contained in the Statement of Additional Information dated October 28, 1996,
as revised, February 5, 1997, as amended from time to time, which has been
filed with the U.S. Securities and Exchange Commission. The Statement of
Additional Information is incorporated by reference into this Prospectus and
is available upon request and without charge from the Trust, at the addresses
and telephone numbers below.

UNDERWRITER: ADVISOR:
Brinson Partners, Inc.
Funds Distributor Inc.
209 South LaSalle Street
60 State Street
Chicago, IL 60604-1295
Suite 1300
(800) 448-2430
Boston, MA 02109
(800) 448-2430
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Annual Fund Operating Expenses............................................. 1
Financial Highlights....................................................... 2
Description of the U.S. Funds.............................................. 3
Investment Objectives and Policies......................................... 3
U.S. Balanced Fund....................................................... 3
U.S. Equity Fund......................................................... 3
U.S. Bond Fund........................................................... 4
Investment Considerations and Risks........................................ 4
Management of the Trust ................................................... 6
Portfolio Management....................................................... 7
Administration of the Trust................................................ 7
Purchase of Shares......................................................... 7
Account Options............................................................ 9
Redemption of Shares....................................................... 10
Net Asset Value............................................................ 12
Dividends, Distributions and Taxes......................................... 13
General Information........................................................ 15
Performance Information.................................................... 16
Appendix A................................................................. 18
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT FEES OTHER EXPENSES OPERATING EXPENSES
(AFTER FEE WAIVER)/1/ (AFTER REIMBURSEMENT)/2/ (AFTER REIMBURSEMENT)
--------------------- ------------------------ ---------------------
<S> <C> <C> <C>
Brinson U.S. Balanced
Fund................... 0.49% 0.31% 0.80%
Brinson U.S. Equity
Fund................... 0.36% 0.44% 0.80%
Brinson U.S. Bond Fund.. 0.00% 0.60% 0.60%
</TABLE>
- ----------
/1/The Advisor has irrevocably agreed to waive its fees and reimburse certain
expenses so that total operating expenses of the Brinson U.S. Balanced Fund,
Brinson U.S. Equity Fund and Brinson U.S. Bond Fund will never exceed 0.80%,
0.80% and 0.60%, respectively. Had the Advisor not irrevocably agreed to
waive fees and reimburse expenses, the total fund operating expenses for the
fiscal year ended June 30, 1996 for the Brinson U.S. Balanced Fund, Brinson
U.S. Equity Fund and Brinson U.S. Bond Fund would have been 1.01%, 1.14% and
3.63%, respectively.
/2/"Other Expenses" include the fee paid to the Administrator, which is
calculated on the basis of the total net assets of all portfolios within the
Trust and is subject to an annual minimum fee of $75,000 for the initial
multiple class portfolio and $10,000 per each additional multiple class
portfolio.

EXAMPLE: Based on the level of expenses listed above after 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.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Brinson U.S. Balanced Fund...................... $ 8 $26 $44 $99
Brinson U.S. Equity Fund........................ $ 8 $26 $44 $99
Brinson U.S. Bond Fund.......................... $ 6 $19 $33 $75
</TABLE>

The foregoing table is designed to assist the investor in understanding the
various costs and expenses that a shareholder will bear directly or indirectly.

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

<PAGE>

FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS--FISCAL YEARS ENDED JUNE 30

<TABLE>
<CAPTION>
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)
- ---- --------- ------- ----------- ---------- --------- --------- --------- ------ ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BRINSON U.S. BALANCED FUND (Commencement of Operations December 30, 1994)
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
BRINSON U.S. EQUITY FUND (Commencement of Operations February 22, 1994)
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
BRINSON U.S. BOND FUND (Commencement of Operations August 31, 1995)
1996............ $10.00 0.50 (0.14) 0.36 (0.40) (0.03) (0.43) $ 9.93 3.60% $ 9,047
<CAPTION>

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
- ---- ---------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
BRINSON U.S. BALANCED FUND (Commencement of Operations December 30, 1994)
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
BRINSON U.S. EQUITY FUND (Commencement of Operations February 22, 1994)
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
BRINSON U.S. BOND FUND (Commencement of Operations August 31, 1995)
1996............ 3.63%/1/ 0.60%/1/ 3.00%/1/ 6.03%/1/ 363% N/A
</TABLE>
- -----
/1/Annualized
N/A=Not Applicable

2
<PAGE>

DESCRIPTION OF THE U.S. FUNDS

The U.S. Equity Fund and U.S. Bond Fund each have an investment objective to
maximize total return, consisting of capital appreciation and current income,
while controlling risk. The U.S. Balanced Fund has the investment objective to
maximize total return, consisting of capital appreciation and current income.
These investment objectives are fundamental and may not be changed without a
vote of the holders of the majority of the voting securities of the respective
Series. Unless otherwise stated in this Prospectus or in 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.

INVESTMENT OBJECTIVES AND POLICIES

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 Index (the "Balanced
Benchmark"), which is compiled by Brinson Partners, Inc. ("Brinson Partners"
or the "Advisor"). The Balanced Benchmark represents a fixed composite of 65%
Wilshire 5000 Index, 30% Salomon Brothers Broad Investment Grade Bond Index
and 5% 30-day Treasury Bill 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

3
<PAGE>

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 on the over-the-counter markets. The Series may
engage in futures and options for hedging and other permissible purposes as
more fully described in "Investment Considerations and Risks" and in 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. 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 and instrumentalities and banks and finance
companies.

The benchmark for the Series is the Salomon Brothers Broad Investment Grade
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.

INVESTMENT CONSIDERATIONS AND RISKS

The following provides information about the types of instruments in which
the U.S. 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.

4
<PAGE>

EQUITY SECURITIES (U.S. BALANCED FUND AND 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. Fluctuations in the value of the U.S. Balanced Fund's and U.S.
Equity Fund's equity investments will affect the value of their shares and
thus the Funds' total returns to investors.

FIXED INCOME SECURITIES (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
declines, and when interest rates fall, prices rise.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS (ALL U.S. FUNDS)--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, or 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), investing in futures contracts for the purchase or sale of
instruments based on financial indices, including interest rate indices or
indices of U.S. 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). 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.

5
<PAGE>

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
investments permitted for the Series, including options, futures, forward
contracts and interest rate swaps, are described in greater detail in Appendix
A in this Prospectus, and in the Statement of Additional Information.

MANAGEMENT OF THE TRUST

THE BOARD OF TRUSTEES

THE ADVISOR

Pursuant to its investment advisory 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 and has agreed to waive that portion of its
advisory fee equal to the total expenses of the Series for any fiscal year
which exceeds the permissible limits applicable to a Series in any state in
which its shares are then qualified for sale. Pursuant to its advisory
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, 1996, the U.S. Balanced Fund, U.S. Equity Fund and U.S. Bond Fund paid
Brinson Partners a monthly fee at the annual rate of 0.70%, 0.70% and 0.50%,
respectively, of each Series' respective average daily net assets.

6
<PAGE>

PORTFOLIO MANAGEMENT

ADMINISTRATION OF THE TRUST

THE UNDERWRITER

THE ADMINISTRATOR

The Trust, on behalf of each Series, has entered into an administrative
services agreement with FPS Services, Inc. ("FPS"), 3200 Horizon Drive, King
of Prussia, PA 19406-0903, pursuant to which the administrator receives a fee
at the annual rate of 0.15% of the average daily net assets of the Trust on
the first $75 million; 0.10% on the next $75 million; 0.075% on the next $350
million; and 0.05% on the next $500 million. Each Series pays its pro rata
portion based upon its average daily net assets, but in no event shall a
Series pay less than $10,000 per year for each multiple class portfolio.
Pursuant to the agreement with FPS, maximum administration fees are $400,000
for the initial multiple class portfolio and $60,000 per year for each
subsequent multiple class portfolio.

THE CUSTODIAN, TRANSFER AGENT AND ACCOUNTING/PRICING AGENT

Bankers Trust Company, c/o BTNY Services, Inc., 34 Exchange Place, Jersey
City, NJ 07302-1107 is custodian for the securities and cash of each Series.

FPS also performs certain accounting and pricing services for the Trust,
including the daily calculation of the Funds' respective net asset values.

PURCHASE OF SHARES

Shares of the U.S. 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

7
<PAGE>

purchase of Fund shares. The Trust reserves the right to reject any purchase
order and to suspend the offering of shares of the Funds or the Series. The
Funds will not accept a check endorsed over by a third-party. The minimum
initial investment for Fund shares is $100,000. Effective March 1, 1997, the
minimum initial investment for Fund shares will be $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 minimums
for additional investments in 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 U.S. 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 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 Funds. 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.

PURCHASES MAY BE MADE IN ONE OF THE FOLLOWING WAYS:

8
<PAGE>

<TABLE>
<CAPTION>
INITIAL INVESTMENT SUBSEQUENT INVESTMENTS
------------------------------- -------------------------------
<S> <C> <C>
BY TELEPHONE . Call (800) 448-2430 to . Call (800) 448-2430 to
[LOGO] arrange for a telephone arrange for a telephone
transaction. transaction.
PURCHASING BY EXCHANGES . You may open a new account by . You may purchase additional
[LOGO] making an exchange from an shares by making an exchange
existing Brinson Fund class from an existing Brinson Fund
account of any other Series of class 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 (800) 448-2430 for telephone. Call (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 "Account Options" or call
(800) 448-2430 for assistance. (800) 448-2430 for assistance.
</TABLE>

ACCOUNT OPTIONS

<TABLE>
<CAPTION>
ACCOUNT OPTIONS INSTRUCTIONS
-------------------------- ---------------------------------------------------
<C> <S>
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 (800) 448-2430, and mail
it to the address indicated.
. The initial account must be opened first
with the initial $100,000 minimum
investment, with subsequent minimum
investments of $500 pursuant to the
Automatic Investment Plan. Effective March
1, 1997, the initial account must be opened
first with an initial $1,000,000 minimum
investment.
. 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
$100,000 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 shares of
another Series of the Trust.
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
ACCOUNT OPTIONS INSTRUCTIONS
------------------------------ ----------------------------------------------
<C> <S>
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.
</TABLE>

REDEMPTION OF SHARES

Shareholders may redeem their shares of the Funds 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. There is no charge for redemptions by wire. 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.

10
<PAGE>

SHARES MAY BE REDEEMED IN ONE OF THE FOLLOWING WAYS:

<TABLE>
<C> <S>
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.
. A signature guarantee for the signature of each
person in whose name the account is registered
is required on all written redemption requests
over $5,000.
. Mail to the address indicated on the Account
Application. Questions may be directed to the
transfer agent at (800) 448-2430.
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 (800) 448-2430.
. 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 (800) 448-2430 . 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 (800) 448-2430.
. 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 (800) 448-2430
for assistance.
</TABLE>
- ----------
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
U.S. Funds by wire or telephone may be modified or terminated by the
Trust at any time.

TELEPHONE TRANSACTIONS:

<PAGE>

EXCHANGE OF SHARES:

TRANSFER OF SECURITIES:

At the discretion of the Trust, investors may be permitted to purchase Fund
shares by transferring securities to the Series that meet the Series'
investment objective and policies. Securities transferred to the 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 the 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 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

12
<PAGE>

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.

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.

Each of the Series' two classes of shares will bear pro rata all of the
common expenses of that Series. 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 share of such class, except that the
Brinson Fund class will not incur any of the expenses under the SwissKey Fund
class' 12b-1 Plan.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS

13
<PAGE>

TAXES

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.

14
<PAGE>

Revenue Service that an account is subject to back-up withholding. An
individual's taxpayer identification number is the individual's social
security number.

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 seven different investment portfolios or Series. The
Trustees of the Trust may establish additional Series or classes of shares
without the approval of shareholders. The U.S. Balanced Fund, U.S. Equity Fund
and U.S. Bond Fund are each 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' SwissKey Fund class shall have voting rights with respect to
the Rule 12b-1 Plan relating to that class 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 seven investment portfolios or Series--Global
Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity
Fund, U.S. Bond Fund and Non-U.S. Equity Fund. Two classes of shares are
currently issued by the Trust for each Series, the SwissKey Fund class and the
Brinson Fund class.

VOTING RIGHTS

15
<PAGE>

more than one Series, in which case the shareholders of all such Series shall
be entitled to vote thereon. Only the SwissKey Fund class shareholders may
vote on matters related to the Rule 12b-1 Plan associated with that class.

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 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 other Series of the Trust to communicate with other shareholders to request
a shareholders' meeting to vote upon the removal of a Trustee or Trustees.

PORTFOLIO TURNOVER (U.S. BALANCED FUND AND U.S. BOND FUND)

As a result of the U.S. Balanced Fund's and U.S. Bond Fund's investment
policies, 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 effected
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.

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

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 U.S. Funds at (800) 448-2430 or write to The Brinson Funds, 3200 Horizon
Drive, P.O. Box 61503, King of Prussia, PA 19406-0903.

PERFORMANCE INFORMATION

16
<PAGE>

(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 U.S. 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; Shearson
Lehman Hutton 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 U.S. 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, 1996, which may be
obtained without charge by contacting the Trust at (800) 448-2430.

17
<PAGE>

APPENDIX A

INVESTMENT POLICIES AND TECHNIQUES

EQUITY SECURITIES (U.S. BALANCED FUND AND U.S. EQUITY FUND): The Series may
invest in a broad range of equity securities of U.S. issuers, including common
and preferred stocks, debt securities convertible into or exchangeable for
common stock and securities such as warrants or rights that are convertible
into common stock. The Series expects their U.S. equity investments to
emphasize large and intermediate capitalization companies.

FIXED INCOME SECURITIES (U.S. BALANCED FUND AND U.S. BOND FUND): The Series
may invest in a broad range of fixed income securities of 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 meet 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. 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.

CASH AND CASH EQUIVALENTS (ALL U.S. FUNDS): The Series may invest a portion
of their assets in short-term debt securities (including repurchase and
reverse repurchase agreements) of corporations, the U.S. government and its
agencies and instrumentalities and banks and finance companies. 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.

ZERO COUPON SECURITIES (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.

18
<PAGE>

MORTGAGE AND ASSET-BACKED SECURITIES (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"). 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.

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 the yield to
maturity, while a prepayment rate that is slower than expected will reduce the
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 (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 the 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 an amount equal to the amounts of their when-issued securities. 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").

19
<PAGE>

FUTURES CONTRACTS (ALL U.S. FUNDS): The Series may enter into contracts for
the future purchase or sale of securities or indices. 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 Series may enter into futures contracts 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.

OPTIONS (ALL U.S. FUNDS): The Series may purchase and write put and call
options on 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. 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 U.S. FUNDS): 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 U.S. FUNDS): 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 U.S. FUNDS): 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 the Series would be exposed on a
loan transaction is the risk that the borrower would become bankrupt at a time
when the value of the security goes up. Therefore, 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 U.S. FUNDS): 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.

20
<PAGE>

---------------------
The Brinson Funds

BRINSON U.S. BALANCED FUND
BRINSON U.S. EQUITY FUND
BRINSON U.S. BOND FUND

PROSPECTUS

OCTOBER 28, 1996,
AS REVISED
FEBRUARY 5, 1997

[LOGO]

Global Institutional
Asset Management
------------------------

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

Tel: (800) 448-2430
<PAGE>

[LOGO APPEARS HERE] The Brinson Funds

BRINSON NON-U.S. EQUITY FUND

209 South LaSalle Street
Chicago, IL 60604-1295

PROSPECTUS
OCTOBER 28, 1996

AS REVISED, FEBRUARY 5, 1997

THE BRINSON FUNDS (the "Trust") is a no-load, open-end management investment
company which currently offers seven distinct investment portfolios or
"Series." Each Series offers two classes of shares: the Brinson Fund class and
SwissKey Fund class. This Prospectus pertains only to the Brinson Non-U.S.
Equity Fund (the "Fund"), which represents the Brinson Fund class shares of
the Non-U.S. Equity Fund Series (the "Series").

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Brinson Non-U.S. Equity Fund. Investors
should read and retain this Prospectus for future reference. Additional
information about the Non-U.S. Equity Fund, and the other Series and classes
of shares of the Trust is contained in the Statement of Additional Information
dated October 28, 1996, as revised, February 5, 1997, as amended from time to
time, which has been filed with the U.S. Securities and Exchange Commission.
The Statement of Additional Information is incorporated by reference into this
Prospectus and is available upon request and without charge from the Trust, at
the addresses and telephone numbers below.

AN INVESTMENT IN THE FUND 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 THE FUND IS NOT A DEPOSIT OR OTHER
OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK.

UNDERWRITER: ADVISOR:

Funds Distributor, Inc. Brinson Partners, Inc.
60 State Street 209 South LaSalle Street
Suite 1300 Chicago, IL 60604-1295
Boston, MA 02109 (800) 448-2430
(800) 448-2430
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Annual Fund Operating Expenses............................................. 1
Financial Highlights....................................................... 2
Investment Objective and Policies.......................................... 3
Investment Considerations and Risks........................................ 3
Management of the Trust.................................................... 5
Portfolio Management....................................................... 6
Administration of the Trust................................................ 6
Purchase of Shares......................................................... 7
Account Options............................................................ 9
Redemption of Shares....................................................... 10
Net Asset Value............................................................ 12
Dividends, Distributions and Taxes......................................... 14
General Information........................................................ 15
Performance Information.................................................... 16
Appendix A................................................................. 18
</TABLE>

This Prospectus is not an offering of the securities herein described in any
jurisdiction or to any person to whom it is unlawful for the Fund to make such
an offer or solicitation. No sales representative, dealer, or other person is
authorized to give any information or make any representation other than those
contained in this Prospectus.
<PAGE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<S> <C>
Management Fees (after fee waiver)/1/..................................... 0.60%
Other Expenses (after reimbursement)/2/................................... 0.40%
-----
Total Fund Operating Expenses (after reimbursement)....................... 1.00%
=====
</TABLE>
- ----------
/1/The Advisor has irrevocably agreed to waive its fees and reimburse certain
expenses so that the Fund's total operating expenses will never exceed
1.00%. Had the Advisor not irrevocably agreed to waive fees and reimburse
expenses, the total fund operating expenses for the fiscal year ended June
30, 1996 for the Brinson Non-U.S. Equity Fund would have been 1.20%.
/2/"Other Expenses" include the fee paid to the Administrator, which is
calculated on the basis of the total net assets of all portfolios within
the Trust and is subject to an annual minimum fee of $75,000 for the
initial multiple class portfolio and $10,000 per each additional multiple
class portfolio.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Brinson Non-U.S. Equity Fund.................... $10 $32 $55 $122
</TABLE>

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, THE FUND'S ACTUAL PERFORMANCE
WILL VARY AND MAY RESULT IN ACTUAL RETURNS GREATER OR LESS THAN 5%.

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

1
<PAGE>

FINANCIAL HIGHLIGHTS

The selected financial information in the following table has been audited
by the Fund's independent auditors, whose unqualified report thereon appears
in the Fund's Annual Report to Shareholders dated June 30, 1996. Additional
financial data and related notes are contained in the Fund's Annual Report to
Shareholders, which is incorporated by reference into the Statement of
Additional Information and is available without charge upon request.

The following table sets forth financial data for a share of beneficial
interest of the Fund outstanding throughout the periods presented.

<TABLE>
<CAPTION>
FOR THE PERIOD
FOR THE YEAR FOR THE YEAR AUGUST 31, 1993/1/
ENDED ENDED TO
JUNE 30, 1996 JUNE 30, 1995 JUNE 30, 1994
------------- ------------- ------------------
<S> <C> <C> <C>
Net asset value, beginning of
period......................... $ 9.68 $ 9.69 $ 10.00
Income from investment opera-
tions:
Net investment income......... 0.18 0.15 0.10
Net realized and unrealized
gain (loss).................. 2.05 (0.16) (0.34)
-------- -------- -------
Total income (loss) from in-
vestment operations ....... 2.23 (0.01) (0.24)
-------- -------- -------
Less distributions:
Distributions from net invest-
ment income.................. (0.18) -- (0.07)
Distributions from and in ex-
cess of net realized gain.... (0.56) -- --
-------- -------- -------
Total distributions......... (0.74) -- (0.07)
-------- -------- -------
Net asset value, end of peri-
od........................... $ 11.17 $ 9.68 $ 9.69
======== ======== =======
Total Return (non-annualized). 23.64% (0.10%) (2.45%)
Ratios/Supplemental Data
Net assets, end of period (in
000's)....................... $212,366 $148,319 $71,544
Ratio of expenses to average
net assets:
Before expense reimburse-
ment....................... 1.20% 1.23% 1.60%/2/
After expense reimbursement. 1.00% 1.00% 1.00%/2/
Ratio of net investment income
to average net assets:
Before expense reimburse-
ment....................... 1.67% 1.93% 1.28%/2/
After expense reimbursement. 1.87% 2.16% 1.88%/2/
Portfolio Turnover Rate......... 20% 14% 12%
Average commission rate paid per
share $ 0.0219 N/A N/A
</TABLE>
- ----------
/1/Commencement of investment operations.
/2/Annualized.
N/A--Not Applicable

2
<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

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. The investment objective is
fundamental and may not be changed without a vote of the holders of the
majority of the voting securities of the Series. 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 Depository 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. Unless otherwise
stated in this Prospectus or in the Statement of Additional Information, the
Series' investment policies are not fundamental and may be changed without
shareholder approval. There can be no assurance that the Series will achieve
its investment objective. 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 Morgan Stanley Capital International ("MSCI")
Non-U.S. Equity (Free) Index (the "Benchmark"). The 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, Brinson Partners, Inc.
("Brinson Partners" or 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.

The Series does not intend to concentrate its investments in a particular
industry. The Series does not intend to issue senior securities, as defined in
the Investment Company Act of 1940, as amended (the "Act"), except that the
Series may engage in borrowing activities as defined in Appendix A in this
Prospectus and in the Statement of Additional Information. The Series'
investment objective and 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 CONSIDERATIONS AND RISKS

The following provides information about the types of instruments in which
the Non-U.S. Equity Fund may invest, strategies employed by Brinson Partners
in its attempt to attain the 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 its investment objective. A complete list of the Series' investment
restrictions and more detailed information about the Series' investments are
contained in Appendix A to this Prospectus and in the Statement of Additional
Information.

EQUITY SECURITIES--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. Fluctuations in the value of
the Non-U.S. Equity Fund's equity investments will affect the value of its
shares and thus the Fund's total return to investors.

3
<PAGE>

FOREIGN SECURITIES AND CURRENCY CONSIDERATIONS--Investments in securities of
foreign issuers may involve greater risks than those of U.S. issuers. There is
generally less information available to the public about non-U.S. companies
and less government regulation and supervision of non-U.S. stock exchanges,
brokers and listed companies. Non-U.S. companies are not subject to uniform
global accounting, auditing and financial reporting standards, practices and
requirements. Securities of some non-U.S. companies are less liquid and their
prices more volatile than securities of comparable U.S. companies. Securities
trading practices abroad may offer less protection to investors. Settlement of
transactions in some non-U.S. markets may be delayed or may be less frequent
than in the United States, which could affect the liquidity of the Series'
portfolio. Additionally, in some non-U.S. 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. Investments will be made primarily in the equity securities
of companies domiciled in developed countries. The Series intends to diversify
broadly among countries but reserves the right to invest a substantial portion
of its assets in one or more countries if economic and business conditions
warrant such investments. Brinson Partners will take these factors into
consideration in managing the Series' investments. Because the Series will
keep its 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 effected 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 risk, there
is no assurance that the Series will do so at an appropriate time or that it
will be able to predict exchange rates accurately. For example, if the Series
increases its exposure to a currency and that currency's price subsequently
falls, such currency management may result in increased losses to the Series.
Similarly, if the Series decreases its exposure to a currency and the
currency's price rises, the Series will lose the opportunity to participate in
the currency's appreciation. The Series will manage currency exposures
relative to the normal currency allocation and will consider return and risks
of currency exposures relative to the Benchmark.

FOREIGN CURRENCY TRANSACTIONS--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, futures or options
on futures relating to foreign currencies and may purchase securities indexed
to currency baskets. The Series will also use these currency exchange
techniques in the normal course of business to hedge against adverse changes
in exchange rates in connection with purchases and sales of securities. Some
of these strategies may require the Series to set aside liquid assets in a
segregated custodial account to cover its obligations.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS--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 or equity securities
("futures contracts"), forward contracts, swaps and swap related products such
as equity index swaps, interest rate swaps, currency swaps, and related caps,
collars and floors.

4
<PAGE>

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. The 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 the 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 the Series in the event of default by the other party to the contract. The
loss from investing in futures transactions is potentially unlimited. The
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.

The Series may invest in derivatives for hedging purposes, to maintain
liquidity, or in anticipation of changes in the composition of its portfolio
holdings. The Series will not engage in derivative investments purely for
speculative purposes. The 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 the Series'
derivative instruments will be consistent with the Series' existing percentage
limitations with respect to its overall investment policies and restrictions.
The risks and policies of various types of derivative investments permitted
for the Series, including options, futures and forward contracts, are
described in greater detail in Appendix A in this Prospectus, and in the
Statement of Additional Information.

MANAGEMENT OF THE TRUST

THE BOARD OF TRUSTEES

THE ADVISOR

5
<PAGE>

domestic and international investment assets since 1974 and global investment
assets since 1982. Brinson Partners has offices in Basel, London, Melbourne,
New York, Paris, Singapore, Sydney and Tokyo, in addition to its principal
office at 209 South LaSalle Street, Chicago, IL 60604-1295. Brinson Partners
is an indirect wholly-owned subsidiary of Swiss Bank Corporation ("Swiss
Bank"). Swiss Bank, with headquarters in Basel, Switzerland, is an
internationally diversified organization with operations in many aspects of
the financial services industry. Brinson Partners also serves as the
investment advisor to seven other investment companies: Brinson Relationship
Funds, which includes six investment portfolios (Series); Enterprise
Accumulation Trust; Enterprise International Growth Portfolio; Fort Dearborn
Income Securities, Inc.; Hirtle Callaghan International Trust; John Hancock
Variable Series Trust--International Balanced Portfolio; and Pace Large
Company Value Equity Investments.

Pursuant to its investment advisory agreement with the Trust on behalf of
the Series, Brinson Partners receives a monthly fee at the annual percentage
rate of the Series' average daily net assets, as described below, for
providing investment advisory services. Brinson Partners is responsible for
paying its own expenses, and has agreed to waive that portion of its advisory
fee equal to the total expenses of the Series for any fiscal year which
exceeds the permissible limits applicable to the Series in any state in which
its shares are then qualified for sale. Pursuant to its advisory agreement,
Brinson Partners is authorized, at its own expense, to obtain statistical and
other factual 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, 1996, the Non-U.S. Equity Fund paid Brinson Partners a monthly fee at the
annual rate of 0.80% of the Series' average daily net assets. This fee 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.

PORTFOLIO MANAGEMENT

ADMINISTRATION OF THE TRUST

THE UNDERWRITER

THE ADMINISTRATOR

The Trust, on behalf of the Series, has entered into an administrative
services agreement with FPS Services, Inc. ("FPS"), 3200 Horizon Drive, King
of Prussia, PA 19406-0903, pursuant to which the administrator receives a fee
at the annual rate of 0.15% of the average daily net assets of the Trust on
the first $75 million; 0.10% on the next $75 million; 0.075% on the next $350
million; and 0.05% on the next $500 million. The Series pays

6
<PAGE>

its pro rata portion based upon its average daily net assets, but in no event
shall the Series pay less than $10,000 per year for each multiple class
portfolio. Pursuant to the agreement with FPS, maximum administration fees are
$400,000 for the initial multiple class portfolio and $60,000 per year for
each subsequent multiple class portfolio.

THE CUSTODIAN, TRANSFER AGENT AND ACCOUNTING/PRICING AGENT

Bankers Trust Company, c/o BTNY Services, Inc., 34 Exchange Place, Jersey
City, NJ 07302-1107 is custodian for the securities and cash of the Series.

FPS serves as the Series' transfer agent. As transfer agent, it maintains
the records of each shareholder's account, answers shareholder inquiries
concerning accounts, processes purchases and redemptions of the Fund's shares,
acts as dividend and distribution disbursing agent and performs other
shareholder service functions. Shareholder inquiries should be addressed to
the transfer agent at (800) 448-2430.

FPS also performs certain accounting and pricing services for the Trust,
including the daily calculation of the Fund's net asset value.

PURCHASE OF SHARES

Shares of the Non-U.S. Equity Fund may be purchased directly from the Trust
at the net asset value next determined after receipt of the order in proper
form by the 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 Fund or the Series. The
Fund will not accept a check endorsed over by a third-party. The minimum
initial investment for Fund shares is $100,000. Effective March 1, 1997, the
minimum initial investment for Fund shares will be $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 minimums
for additional investments in the Fund at any time. In addition, Brinson
Partners may waive the minimum initial investment requirement for any
investor.

Purchase orders for shares of the Non-U.S. Equity Fund which are received by
the transfer agent in proper form prior to the close of regular trading hours
(currently 4:00 p.m. Eastern time) on the New York Stock Exchange (the "NYSE")
on any day that the Fund's net asset value per share is calculated, are priced
according to the net asset value determined on that day. Purchase orders for
shares of the Fund received after the close of the NYSE on a particular day
are priced as of the time the net asset value per share is next determined.

7
<PAGE>

PURCHASES MAY BE MADE IN ONE OF THE FOLLOWING WAYS:

<TABLE>
<CAPTION>
INITIAL INVESTMENT SUBSEQUENT INVESTMENTS
------------------------------- -------------------------------
<S> <C> <C>
MINIMUM $100,000 MINIMUM $2,500
EFFECTIVE MARCH 1, 1997,
MINIMUM $1,000,000
BY MAIL . Complete and sign the Account . Make your check payable
[LOGO MAIL] Application accompanying this to "Brinson Non-U.S. Equity
Prospectus. Fund."
. Make your check payable to . Enclose the remittance por-
"Brinson Non-U.S. Equity tion of your account statement
Fund." and include the amount of in-
vestment, 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 pro-
vided.
BY WIRE . Call (800) 448-2430 to ar-
[LOGO WIRE] range for a wire transaction.
. Wire federal funds within 24 . Wire federal funds to:
hours to: UNITED MISSOURI BANK KC NA
UNITED MISSOURI BANK KC NA ABA # 10-10-00695
ABA # 10-10-00695 FOR: FPS SERVICES, INC.
FOR: FPS SERVICES, INC. A/C 98-7037-071-9
A/C 98-7037-071-9 "BRINSON NON-U.S. EQUITY FUND"
"BRINSON NON-U.S. EQUITY FUND" AND INCLUDE YOUR NAME AND
AND INCLUDE YOUR NAME AND NEW ACCOUNT NUMBER.
ACCOUNT NUMBER.
. Complete and sign the Account
Application and mail to the
address
indicated immediately follow-
ing the
initial wire transaction.
BY TELEPHONE . Call (800) 448-2430 to ar- . Call (800) 448-2430 to ar-
[LOGO TELEPHONE] range for a telephone transac- range for a telephone transac-
tion. tion.
PURCHASING BY EXCHANGES . You may open a new account by . You may purchase additional
[LOGO EXCHANGES] making an exchange from an ex- shares by making an exchange
isting Brinson Fund class ac- from an existing Brinson Fund
count of any other Series of class account of any other Se-
the Trust. Exchanges may be ries of the Trust. Exchanges
made by mail or telephone. may be made by mail or tele-
Call (800) 448-2430 for assis- phone. Call (800) 448-2430 for
tance. assistance.
AUTOMATICALLY . Please refer to "Automatic . Please refer to "Automatic
Investment Plan" under "Ac- Investment Plan" under "Ac-
count Options" or call (800) count Options" or call (800)
448-2430 for assistance. 448-2430 for assistance.
</TABLE>

8
<PAGE>

ACCOUNT OPTIONS

<TABLE>
<CAPTION>
ACCOUNT OPTIONS INSTRUCTIONS
- --------------- --------------------------------------------------------
<S> <C> <C>
AUTOMATIC INVESTMENT . You may have money deducted directly from your
PLAN checking, savings or bank money market accounts for
investment in the Fund each month or quarter.
. Complete the Automatic Investment Plan Application,
which is available upon request by calling (800)
448-2430, and mail it to the address indicated.
. The initial account must be opened first with the
initial $100,000 minimum investment, with
subsequent minimum investments of $500 pursuant to
the Automatic Investment Plan. Effective March 1,
1997, the initial account must be opened first with
an initial $1,000,000 minimum investment.
. 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 . A shareholder with a minimum account of $100,000
PLAN 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 shares of
another Series of the Trust.
INDIVIDUAL RETIREMENT . An IRA is a tax-deferred retirement savings account
ACCOUNTS 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.
</TABLE>

9
<PAGE>

REDEMPTION OF SHARES

Shareholders may redeem their shares of the Non-U.S. Equity Fund 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. There is no charge for redemptions by wire. 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 Non-U.S. Equity Fund's net asset value per share is
calculated are effected that day. Redemption requests received in proper form
by the transfer agent after the close of the NYSE are effected as of the time
the net asset value per share is next determined. No redemption will be
processed until the transfer agent has received a completed application with
respect to the account.

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 the Series
selling assets under disadvantageous conditions and to the detriment of the
remaining shareholders of the Series. Pursuant to the Trust's Agreement and
Declaration of Trust, payment for shares redeemed may be made either in cash
or in-kind, or partly in cash and partly in-kind. However, the Trust has
elected, pursuant to Rule 18f-1 under the Act, to redeem its shares solely in
cash up to the lesser of $250,000 or 1% of the net asset value of the Series,
during any 90 day period for any one shareholder. Payments in excess of this
limit will also be made wholly in cash unless the Board of Trustees believes
that economic conditions exist which would make such a practice detrimental to
the best 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 the Series. In-kind payments need
not constitute a cross-section of the Series' portfolio. Where a shareholder
has requested redemption of all or a part of the shareholder's investment and
where the 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.

10
<PAGE>

SHARES MAY BE REDEEMED IN ONE OF THE FOLLOWING WAYS:

<TABLE>
<C> <C> <S>
BY MAIL . Submit a written request for redemption with:
[LOGO MAIL] . 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.
. A signature guarantee for the signature of each
person in whose name the account is registered is
required on all written redemption requests over
$5,000.
. Mail to the address indicated on the Account
Application. Questions may be directed to the
transfer agent at (800) 448-2430.
BY WIRE . This service must be elected either on the initial
[LOGO WIRE] application or subsequently arranged in writing.
. Shares may be redeemed by instructing the transfer
agent by telephone at (800) 448-2430.
. 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 . This service must be elected either on the initial
(800) 448-2430 application or subsequently arranged in writing.
[LOGO . Shares may be redeemed by instructing the transfer
TELEPHONE] agent by telephone at (800) 448-2430.
. 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 (800) 448-2430 for
assistance.
</TABLE>
- ----------
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
Fund by wire or telephone may be modified or terminated by the Trust at
any time.

Shares of the Fund may be redeemed through certain broker-dealers, banks and
bank trust departments which may charge the investor a transaction fee or
other fee for their services at the time of redemption. Such fees would not
otherwise be charged if the shares were redeemed directly from 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 Fund 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 it does not, the Fund 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:

11
<PAGE>

any 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.

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 the 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 the 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 the
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 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

12
<PAGE>

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. 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.

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 the 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 the 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 the Fund may be significantly
affected by such trading on days when shareholders have no access to the Fund.

Each of the Series' two classes of shares will bear pro rata all of the
common expenses of the Series. 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 will not incur any of the expenses under the SwissKey
Fund class' 12b-1 Plan.

The different expenses borne by each class of shares will result in
different net asset values and dividends. The per share net asset value of the
SwissKey Fund class shares will generally be lower than that of the Brinson
Fund class shares of the Series because of the higher expenses borne by the
SwissKey Fund class 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 between the classes.

13
<PAGE>

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS

The Series will distribute its net investment income semi-annually in June
and December. The Series will distribute annually in December substantially
all of its 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 its net investment income earned through
the end of December and not previously distributed as ordinary (not capital)
income.

Dividends and other distributions paid by the Series with respect to its
Brinson Fund class and SwissKey Fund class shares are calculated in the same
manner and at the same time. The per share dividends on SwissKey Fund class
shares will be lower than the per share dividends on the Brinson Fund class
shares of the Series as a result of the distribution and service fees
applicable with respect to the SwissKey Fund class shares. Both the SwissKey
Fund class and Brinson Fund class shares of the Series will share
proportionately in the investment income and expenses of the Series, except
that the per share dividends on the SwissKey Fund class shares will be lower
than the per share dividends on the Brinson Fund class shares, which will not
incur any expenses under a Rule 12b-1 Plan.

Income dividends and capital gain distributions are reinvested automatically
in additional Fund shares of the 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

The 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 the Series of liability
for federal income taxes to the extent the Series' earnings are distributed in
accordance with the Code. The 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, whether received in cash or additional shares. 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 the 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.

14
<PAGE>

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.

If more than 50% of the Series' total assets at the close of its taxable
year consists of stock or securities in foreign corporations, the Series may
elect to "pass-through" to shareholders for foreign tax credit purposes the
amount of foreign income taxes paid by the Series with respect to its direct
holdings of securities in foreign corporations. The Series will make such an
election only if it deems such election to be in the best interests of its
shareholders. If this election is made, shareholders of the Series will be
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.

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 seven different investment portfolios or Series. The
Trustees of the Trust may establish additional Series or classes of shares
without the approval of shareholders. The Non-U.S. Equity Fund is a
diversified portfolio. The assets of the Series belong only to the Series, and
the liabilities of the Series are borne solely by the Series and no other.

DESCRIPTION OF SHARES

The 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 the Series represent equal proportionate
interests in the assets of the Series only and have identical voting,
dividend, redemption, liquidation, and other rights, except that only shares
of the Series' SwissKey Fund class shall have voting rights with respect to
the Rule 12b-1 Plan relating to that class 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 seven investment portfolios or Series--Global
Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity
Fund, U.S. Bond Fund and Non-U.S. Equity Fund. Two classes of shares are
currently issued by the Trust for each Series, the SwissKey Fund class and the
Brinson Fund class.

15
<PAGE>

VOTING RIGHTS

Each issued and outstanding full and fractional share of the Series is
entitled to one full and fractional vote in the Series and all shares of the
Series participate equally in regard to dividends, distributions, and
liquidations with respect to the Series. Shareholders do not have cumulative
voting rights. On any matter submitted to a vote of shareholders, shares of
the 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
SwissKey Fund class shareholders may vote on matters related to the Rule 12b-1
Plan associated with that class.

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 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 Series. In addition,
subject to certain conditions, shareholders of the Series may apply to other
Series of the Trust to communicate with other shareholders to request a
shareholders' meeting to vote upon the removal of a Trustee or Trustees.

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, the 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.

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 Non-U.S. Equity Fund at (800) 448-2430 or write to The Brinson Funds, 3200
Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406-0903.

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 Fund's 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 the Fund during the period stated in the advertisement (based on the
average daily number of shares entitled to receive dividends outstanding
during the period) by the maximum net asset value per share on the last day of
the period and annualizing the result on a semi-annual compounded basis. The
Fund's total return may be calculated on an annualized and aggregate basis for
various periods (which periods will be stated in the advertisement). Average
annual return reflects the average percentage change per year in value of an
investment in the Fund. Aggregate total return reflects the total percentage
change over the stated period.

16
<PAGE>

To help investors better evaluate how an investment in the Fund might
satisfy their investment objective, advertisements regarding the Fund 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; Shearson
Lehman Hutton 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 Fund will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than their
original cost. Any fees charged by banks or other institutional investors
directly to their customer accounts in connection with investments in shares
of the Fund will not be included in the Non-U.S. Equity Fund's calculations of
yield or total return. Further information about the performance of the Fund
is included in the Fund's Annual Report dated June 30, 1996, which may be
obtained without charge by contacting the Trust at (800) 448-2430.

17
<PAGE>

APPENDIX A

INVESTMENT POLICIES AND TECHNIQUES

EQUITY SECURITIES: The Series may invest in a broad range of equity
securities of non-U.S. issuers, including common and preferred stocks,
securities such as warrants or rights that are convertible into common stock
and sponsored or unsponsored American, European and Global depository receipts
("Depository Receipts"). The issuers of unsponsored Depository Receipts are
not obligated to disclose material information in the United States. The
Series will typically invest in equity securities listed on recognized foreign
exchanges, but may also invest in securities traded in over-the-counter
markets. The Series expects its investments to emphasize large and
intermediate capitalization companies. Capitalization levels are measured
relative to specific markets, thus large and intermediate capitalization
ranges will vary country by country.

CASH AND CASH EQUIVALENTS: The Series may invest a portion of its assets in
short-term debt securities (including repurchase agreements and reverse
repurchase agreements) which may be denominated in U.S. or non-U.S.
currencies, including U.S. Treasury bills and other securities of the U.S.
government and its agencies and instrumentalities, bankers' acceptances and
certificates of deposit. The Series may also hold foreign currency, time
deposits in U.S. and foreign banks, obligations of foreign sovereignties and
companies, and Eurodollars. When unusual market conditions warrant, the 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
denominated in any currency (although such holdings may not constitute "cash
or cash equivalents" for tax diversification purposes). When the Series
invests for defensive purposes, it may affect the attainment of the Series'
investment objective.

FOREIGN CURRENCY TRANSACTIONS: The Series may conduct its foreign currency
exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign currency 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 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, the 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. The 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 the Series enters into forward contracts for non-hedging purposes, it
will establish a segregated account with its custodian bank in which it will
maintain cash, U.S. government securities, equity securities and/or investment
and non-investment grade debt securities equal in value to its obligations
with respect to its forward contracts for non-hedging purposes. Any assets
held in any segregated account maintained by the Series with respect to any
options, futures or forward contracts shall be liquid, unencumbered and
marked-to-market daily (any such assets held in a segregated account are
referred to in this Prospectus as "Segregated Assets").

At the maturity of a forward contract, the 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

18
<PAGE>

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. The Series may realize a gain or loss from currency
transactions.

OPTIONS ON 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 portfolio's exposure to changes in currency
exchange rates. Call options on foreign currency written by the Series will be
"covered," which means that the Series will own an equal amount of, or an
offsetting position in, the underlying foreign currency. With respect to put
options on foreign currency written by the Series, the Series will establish a
segregated account with its custodian bank consisting of Segregated Assets
equal in value to the amount the Series would be required to deliver upon
exercise of the put.

FUTURES CONTRACTS: The Series may enter into contracts for the future
purchase or sale of securities, indices or 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. The Series may enter into futures contracts to the extent that
not more than 5% of its 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 transactions represent not
more than 25% of its assets.

OPTIONS: The Series may purchase and write put and call options on foreign
or U.S. securities and indices and enter into related closing transactions.
The Series may use options traded on U.S. exchanges and to the extent
permitted by law, options traded over-the-counter and on recognized foreign
exchanges. It is the position of the U.S. Securities and Exchange Commission
that over-the-counter options are illiquid. Accordingly, the Series will
invest in such options only to the extent consistent with its 15% limitation
on investments in illiquid securities.

REPURCHASE AGREEMENTS: The Series may enter into repurchase agreements with
banks or broker-dealers. Repurchase agreements are considered under the Act to
be collateralized loans by the Series to the seller secured by the securities
transferred to the Series. Repurchase agreements under the Act will be fully
collateralized by securities which the Series may invest in directly. Such
collateral will be marked-to-market daily. If the seller of the underlying
security under the 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 the 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: The 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.

19
<PAGE>

LOANS OF PORTFOLIO SECURITIES: The 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 the Series would be exposed on a loan transaction is the
risk that the borrower would become bankrupt at a time when the value of the
security goes up. Therefore, the Series will only enter into loan arrangements
after a review of all pertinent 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: The 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.

20
<PAGE>

---------------------
The Brinson Funds

BRINSON NON-U.S. EQUITY FUND

PROSPECTUS

OCTOBER 28, 1996,
AS REVISED
FEBRUARY 5, 1997

[BRINSON FUNDS LOGO]

Global Institutional
Asset Management
------------------------

The Brinson Funds
- -------------------------------------------------------

209 South LaSalle Street . Chicago, Illinois 60604-1295

Tel: (800) 448-2430
<PAGE>

[SWISSKEY FUNDS LOGO]

209 South LaSalle Street
Chicago, IL 60604-1295

PROSPECTUS
OCTOBER 28, 1996

AS REVISED, FEBRUARY 5, 1997

This Prospectus describes the SWISSKEY FUND CLASS 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., which
currently offers seven distinct investment portfolios: Global Fund, Global
Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Bond
Fund and Non-U.S. Equity Fund (each a "Series" and collectively, the
"Series"). Each Series offers two separate classes of shares--the SwissKey
Fund class and the Brinson Fund class. The SwissKey Fund classes of the Series
are referred to as the: SwissKey Global Fund, SwissKey Global Equity Fund,
SwissKey Global Bond Fund, SwissKey U.S. Balanced Fund, SwissKey U.S. Equity
Fund, SwissKey U.S. Bond Fund and SwissKey Non-U.S. Equity Fund (each a "Fund"
and collectively, the "SwissKey Funds" or "Funds"). This prospectus pertains
only to the SwissKey Fund class shares, which do not have a sales load, but
are subject to annual 12b-1 plan expenses. The Brinson Fund class 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 shares may be obtained by calling (800)
448-2430.

This Prospectus sets forth concisely the information a prospective investor
should know before investing in any of the SwissKey Funds. Investors should
read and retain this Prospectus for future reference. Additional information
about the Funds and the other class of shares of the Trust's investment
portfolios is contained in the Statement of Additional Information dated
October 28, 1996, as revised, February 5, 1997, 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).

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 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:
Brinson Partners, Inc.
Funds Distributor, Inc.
209 South LaSalle Street
60 State Street
Chicago, IL 60604-1295
Suite 1300
1-800-SWISSKEY
Boston, MA 02109
1-800-SWISSKEY
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Annual Fund Operating Expenses............................................. 3
Financial Highlights....................................................... 5
Description of the Funds................................................... 6
Investment Objectives and Policies......................................... 6
Global Fund.............................................................. 6
Global Equity Fund....................................................... 7
Global Bond Fund......................................................... 7
U.S. Balanced Fund....................................................... 8
U.S. Equity Fund......................................................... 8
U.S. Bond Fund........................................................... 8
Non-U.S. Equity Fund..................................................... 9
Investment Considerations and Risks........................................ 9
Management of the Trust.................................................... 12
Portfolio Management....................................................... 13
Administration of the Trust................................................ 13
Purchase of Shares......................................................... 14
Account Options............................................................ 16
Redemption of Shares....................................................... 17
Net Asset Value............................................................ 20
Distribution Plan.......................................................... 21
Dividends, Distributions and Taxes......................................... 22
General Information........................................................ 23
Performance Information.................................................... 25
Appendix A................................................................. 26
</TABLE>

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.
<PAGE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
TOTAL FUND
OPERATING EXPENSES
MANAGEMENT FEES 12B-1 OTHER EXPENSES (AFTER FEE WAIVER AND/OR
(AFTER FEE WAIVER)/1/ EXPENSES/2/ (AFTER REIMBURSEMENT) EXPENSE REIMBURSEMENT)
--------------------- ----------- --------------------- ------------------------
<S> <C> <C> <C> <C>
SwissKey Global Fund.... 0.80% 0.65% 0.24% 1.69%
SwissKey Global Equity
Fund................... 0.03% 0.76% 0.97% 1.76%
SwissKey Global Bond
Fund................... 0.00% 0.49% 0.90% 1.39%
SwissKey U.S. Balanced
Fund................... 0.49% 0.50% 0.31% 1.30%
SwissKey U.S. Equity
Fund................... 0.36% 0.52% 0.44% 1.32%
SwissKey U.S. Bond Fund. 0.00% 0.47% 0.60% 1.07%
SwissKey Non-U.S. Equity
Fund................... 0.60% 0.84% 0.40% 1.84%
</TABLE>
- ----------
/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. Bond Fund and Non-U.S. Equity Fund: 0.80%, 0.80%, 0.75%, 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 SwissKey Global
Fund, SwissKey Global Equity Fund, SwissKey Global Bond Fund, SwissKey U.S.
Balanced Fund, SwissKey U.S. Equity Fund, SwissKey U.S. Bond Fund and
SwissKey Non-U.S. Equity Fund will never exceed 1.10%, 1.00%, 0.90%, 0.80%,
0.80%, 0.60% and 1.00%, respectively. Absent these fee waivers and expense
reimbursements, the total operating expenses for the SwissKey Fund class
shares of the Series for the fiscal year ended June 30, 1996 would have
been 1.69%--Global Fund, 2.53%--Global Equity Fund, 2.14%--Global Bond
Fund, 1.51%--U.S. Balanced Fund, 1.66%--U.S. Equity Fund, 4.10%--U.S. Bond
Fund and 2.04%--Non-U.S. Equity Fund.
/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 SwissKey Fund class shares of each
Series. See "Distribution Plan." Although the Distribution Plan relating to
the SwissKey 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 SwissKey Fund
class shares, plus a 0.25% service fee for each SwissKey Fund class
("distribution fees"), the Trust and the Underwriter have agreed to limit
aggregate distribution fees with respect to SwissKey Fund class shares so
as not to exceed 0.65%, 0.76%, 0.49%, 0.50%, 0.52%, 0.47% and 0.84% of the
average daily net assets of the SwissKey Global Fund, SwissKey Global
Equity Fund, SwissKey Global Bond Fund, SwissKey U.S. Balanced Fund,
SwissKey U.S. Equity Fund, SwissKey U.S. Bond Fund and SwissKey Non-U.S.
Equity Fund, 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
<PAGE>

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.

<TABLE>
<CAPTION>
NAME OF FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
SwissKey Global Fund............................ $17 $53 $ 92 $200
SwissKey Global Equity Fund..................... $18 $55 $ 95 $207
SwissKey Global Bond Fund....................... $14 $44 $ 76 $167
SwissKey U.S. Balanced Fund..................... $13 $41 $ 71 $157
SwissKey U.S. Equity Fund....................... $13 $42 $ 72 $159
SwissKey U.S. Bond Fund......................... $11 $34 $ 59 $131
SwissKey Non-U.S. Equity Fund................... $19 $58 $100 $216
</TABLE>

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%.

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

THE TRUST ISSUES TWO CLASSES OF SHARES THAT INVEST IN THE SAME PORTFOLIOS OF
SECURITIES. ALTHOUGH SHAREHOLDERS OF BOTH THE SWISSKEY FUND CLASS SHARES AND
BRINSON FUND CLASS SHARES DO NOT PAY SALES CHARGES, SHAREHOLDERS OF SWISSKEY
FUND CLASS SHARES ARE SUBJECT TO DISTRIBUTION EXPENSES. THEREFORE, EXPENSES,
AND ULTIMATELY, PERFORMANCE WILL VARY BETWEEN THE CLASSES. FURTHER INFORMATION
ABOUT THE BRINSON FUND CLASS SHARES OF THE TRUST MAY BE OBTAINED BY CALLING
(800) 448-2430.

4
<PAGE>

FINANCIAL HIGHLIGHTS

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.

<TABLE>
<CAPTION>
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)
- ---- --------- ------- ----------- ---------- --------- --------- --------- ------ ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SWISSKEY GLOBAL FUND (Commencement of Operations July 31, 1995)
1996............ $11.60 0.39 1.10 1.49 (0.59) (0.32) (0.91) $12.18 13.24% $14,030
SWISSKEY GLOBAL EQUITY FUND (Commencement of Operations July 31, 1995)
1996............ $10.35 (0.01) 1.93 1.92 (0.01) (0.69) (0.70) $11.57 19.25% $33,012
SWISSKEY GLOBAL BOND FUND (Commencement of Operations July 31, 1995)
1996............ $10.56 0.78 0.15 0.93 (1.37) (0.10) (1.47) $10.02 9.17% $ 3,653
SWISSKEY U.S. BALANCED FUND (Commencement of Operations July 31, 1995)
1996............ $11.38 0.42 0.86 1.28 (0.42) (0.57) (0.99) $11.67 11.54% $ 779
SWISSKEY U.S. EQUITY FUND (Commencement of Operations July 31, 1995)
1996............ $11.94 0.10 2.92 3.02 (0.13) (0.25) (0.38) $14.58 25.70% $ 5,387
SWISSKEY U.S. BOND FUND (Commencement of Operations August 31, 1995)
1996............ $10.00 0.46 (0.13) 0.33 (0.38) (0.03) (0.41) $ 9.92 3.24% $ 636
SWISSKEY NON-U.S. EQUITY FUND (Commencement of Operations July 31, 1995)
1996............ $10.26 0.12 1.45 1.57 (0.15) (0.56) (0.71) $11.12 15.78% $ 1,262
<CAPTION>
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
- ---- ---------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
SWISSKEY GLOBAL FUND (Commencement of Operations July 31, 1995)
1996............ 1.69%/1/ N/A 3.04%/1/ N/A 142% $0.0291
SWISSKEY GLOBAL EQUITY FUND (Commencement of Operations July 31, 1995)
1996............ 2.53%/1/ 1.76%/1/ (0.19)%/1/ 0.58%/1/ 74% $0.0288
SWISSKEY GLOBAL BOND FUND (Commencement of Operations July 31, 1995)
1996............ 2.14%/1/ 1.39%/1/ 4.49%/1/ 5.24%/1/ 184% N/A
SWISSKEY U.S. BALANCED FUND (Commencement of Operations July 31, 1995)
1996............ 1.51%/1/ 1.30%/1/ 3.26%/1/ 3.47%/1/ 240% $0.0481
SWISSKEY U.S. EQUITY FUND (Commencement of Operations July 31, 1995)
1996............ 1.66%/1/ 1.32%/1/ 0.61%/1/ 0.95%/1/ 36% $0.0457
SWISSKEY U.S. BOND FUND (Commencement of Operations August 31, 1995)
1996............ 4.10%/1/ 1.07%/1/ 2.53%/1/ 5.56%/1/ 363% N/A
SWISSKEY NON-U.S. EQUITY FUND (Commencement of Operations July 31, 1995)
1996............ 2.04%/1/ 1.84%/1/ 0.83%/1/ 1.03%/1/ 20% $0.0219
</TABLE>
- -----
/1/Annualized
N/A=Not Applicable

5
<PAGE>

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. The Series do not intend to issue senior securities as defined in
the Investment Company Act of 1940, as amended (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, Inc. ("Brinson
Partners" or the "Advisor"). 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 Global Securities Markets 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.

6
<PAGE>

Series will primarily invest in fixed income markets listed in the Salomon
Brothers 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.

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.

The benchmark for the Series is the Salomon Brothers 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

7
<PAGE>

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. 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 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, 30% Salomon
Brothers Broad Investment Grade Bond Index and 5% 30-day Treasury Bill 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. BOND FUND

INVESTMENT OBJECTIVE

8
<PAGE>

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.

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 also controlling risk, the Series
may invest in a wide range of equity securities, including: American, European
and Global Depository 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 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

9
<PAGE>

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 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 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.

10
<PAGE>

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.

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.

11
<PAGE>

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.

MANAGEMENT OF THE TRUST

THE BOARD OF TRUSTEES

THE ADVISOR

12
<PAGE>

Chicago and First Chicago Investment Advisors, N.A. Brinson Partners and its
predecessor entities have managed domestic and international investment assets
since 1974 and global investment assets since 1982. Brinson Partners has
offices in Basel, London, Melbourne, New York, Paris, Singapore, Sydney and
Tokyo, in addition to its principal office at 209 South LaSalle Street,
Chicago, IL 60604-1295. Brinson Partners is an indirect wholly-owned
subsidiary of Swiss Bank Corporation ("Swiss Bank"). Swiss Bank, with
headquarters in Basel, Switzerland, is an internationally diversified
organization with operations in many aspects of the financial services
industry. Brinson Partners also serves as the investment advisor to seven
other investment companies: Brinson Relationship Funds, which includes six
investment portfolios (series); Enterprise Accumulation Trust; Enterprise
International Growth Portfolio; Fort Dearborn Income Securities, Inc.; Hirtle
Callaghan International Trust; John Hancock Variable Series Trust--
International Balanced Portfolio; and Pace Large Company Value Equity
Investments.

For providing investment advisory services during the fiscal year ended June
30, 1996, the Global Fund, Global Equity Fund and Non-U.S. Equity Fund paid
Brinson Partners a monthly fee at the annual rate of 0.80% of each Series'
respective average daily net assets. This fee 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. For the fiscal year ended June 30,
1996, the Global Bond Fund paid a monthly fee at the annual rate of 0.75%, the
U.S. Balanced Fund and U.S. Equity Fund paid a monthly fee at the annual rate
of 0.70%, and the U.S. Bond Fund paid a monthly fee at the annual rate of
0.50%, respectively, of their average daily net assets.

PORTFOLIO MANAGEMENT

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 registration 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.

13
<PAGE>

THE ADMINISTRATOR

THE CUSTODIAN, TRANSFER AGENT AND ACCOUNTING/PRICING AGENT

Bankers Trust Company, c/o BTNY Services, Inc., 34 Exchange Place, Jersey
City, NJ 07302-1107 is custodian for the securities and cash of each Series.

FPS also performs certain accounting and pricing services for the Trust,
including the daily calculation of the Funds' respective net asset values.

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 SwissKey Fund class or the Series. The
Funds will not accept a check endorsed over by a third-party. The minimum
initial investment for Fund shares is $1,000. Subsequent investments for Fund
shares will be accepted in minimum amounts of $50. 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 SwissKey Funds will be marketed directly through the offices of Swiss
Bank. Swiss Bank has been providing investment advisory services since its
formation in 1872. Through its branches and subsidiaries, Swiss Bank 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 SwissKey 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 SwissKey Fund class 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.

14
<PAGE>

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 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.

The Trust reserves the right to reject any purchase order and to suspend the
offering of shares of any Fund. The minimum initial investment is $1,000.
Subsequent investments will be accepted in minimum amounts of $50. The minimum
initial investment for IRAs is $1,000 and subsequent investments will be
accepted in minimum amounts of $50 for each Fund. The Trust reserves the right
to vary the initial and additional investment minimums for each Fund.

PURCHASES MAY BE MADE IN ONE OF THE FOLLOWING WAYS:

<TABLE>
<CAPTION>
INITIAL INVESTMENT SUBSEQUENT INVESTMENTS
------------------------------- -------------------------------
<S> <C> <C>
MINIMUM $1,000 MINIMUM $50
BY MAIL . Complete and sign the Account . Make your check payable
[LOGO Application accompanying this to "SwissKey __________ Fund."
MAIL] Prospectus.
. Make your check payable to . Enclose the remittance
"SwissKey __________ Fund." 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-SWISSKEY to . Wire federal funds to:
[LOGO arrange for a wire UNITED MISSOURI BANK KC NA
WIRE] transaction. ABA # 10-10-00695
. Wire federal funds within 24 FOR: FPS SERVICES, INC.
hours to: A/C 98-7037-071-9
UNITED MISSOURI BANK KC NA FBO "SWISSKEY __________ FUND"
ABA # 10-10-00695 AND INCLUDE YOUR NAME AND
FOR: FPS SERVICES, INC. ACCOUNT NUMBER.
A/C 98-7037-071-9
FBO "SWISSKEY __________ 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.
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
INITIAL INVESTMENT SUBSEQUENT INVESTMENTS
------------------------------- -------------------------------
<S> <C> <C>
BY TELEPHONE . Call 1-800-SWISSKEY to . Call 1-800-SWISSKEY to
[LOGO TELEPHONE] arrange for a telephone arrange for a telephone
transaction. transaction.
PURCHASING BY EXCHANGES . You may open a new account by . You may purchase additional
[LOGO EXCHANGES] making an exchange from an shares by making an exchange
existing SwissKey Fund class from an existing SwissKey Fund
account of any other Series of class 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-SWISSKEY for telephone. Call 1-800-SWISSKEY
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-SWISSKEY for assistance. 800-SWISSKEY for assistance.
</TABLE>

ACCOUNT OPTIONS

<TABLE>
<CAPTION>
ACCOUNT OPTIONS INSTRUCTIONS
-------------------------- ---------------------------------------------------
<C> <S> <C>
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 SwissKey Fund class shares of
another Series of the Trust.
</TABLE>

16
<PAGE>

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. There is a
$9 charge for redemptions by wire. 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.

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.

17
<PAGE>

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:

<TABLE>
<C> <S>
BY MAIL . Submit a written request for redemption with:
[LOGO MAIL] . 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.
. A signature guarantee for the signature of each
person in whose name the account is registered
is required on all written redemption requests
over $5,000.
. Mail to the address indicated on the Account
Application. Questions may be directed to the
transfer agent at 1-800-SWISSKEY.
BY WIRE . This service must be elected either on the
[LOGO WIRE] initial application or subsequently arranged in
writing.
. Shares may be redeemed by instructing the
transfer agent by telephone at 1-800-SWISSKEY.
. 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-SWISSKEY . This service must be elected either on the
[LOGO TELEPHONE] initial application or subsequently arranged in
writing.
. Shares may be redeemed by instructing the
transfer agent by telephone at 1-800-SWISSKEY.
. 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-SWISSKEY
for assistance.
</TABLE>
- ----------
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
SwissKey Funds by wire or telephone may be modified or terminated at any
time by the Trust.

TELEPHONE TRANSACTIONS:

18
<PAGE>

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 SwissKey Fund class shares of any other
Series within the Trust. Exchanges will not be permitted between the SwissKey
Fund class shares and the Brinson Fund class shares of a Series of the Trust.

Fund shares may be exchanged by written request or by telephone if the
shareholder has previously signed a telephone authorization on the 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 both Funds' relative net asset values
per share. 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.

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 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.

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<PAGE>

NET ASSET VALUE

The net asset value per share for the SwissKey Fund class shares and Brinson
Fund class shares 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
SwissKey Fund class shares and the Brinson Fund class shares, both 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.

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.

20
<PAGE>

Each of the Series' two classes of shares will bear pro rata all of the
common expenses of that Series. 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 will not incur any of the expenses under the SwissKey
Fund class' 12b-1 Plan.

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 SwissKey Fund class
shares. The Plan permits each Series to reimburse FDI, Brinson Partners and
others from the assets of the SwissKey Fund class shares a quarterly fee for
services and expenses incurred in distributing and promoting sales of the
SwissKey Fund class 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 SwissKey Fund class 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 SwissKey Funds or provide services with respect to the
SwissKey Funds.

Swiss Bank, 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 SwissKey Fund class of shares of
the Series.

The aggregate distribution fees paid by the Series from the assets of the
respective SwissKey Fund class 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) of a
Fund's average daily net assets. The Plan provides, however, that the
aggregate distribution fees for each respective Fund shall not exceed the
following maximum amounts for the 1997 fiscal year: SwissKey Global Fund--
0.65%, SwissKey Global Equity Fund--0.76%, SwissKey Global Bond Fund--0.49%,
SwissKey U.S. Balanced Fund--0.50%, SwissKey U.S. Equity Fund--0.52%, SwissKey
U.S. Bond Fund--0.47% and SwissKey Non-U.S. Equity Fund--0.84%.

The Plan does not apply to the Brinson Fund class shares of each Series.
Those shares 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 shares.

The quarterly fees paid to FDI under the Plan are subject to the review and
approval by the Trust's unaffiliated Trustees who may reduce the fees or
terminate the Plan at any time.

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<PAGE>

All such payments made by a Series pursuant to the Plan shall be made for
the purpose of selling shares issued by the Series. Distribution expenses
which are attributable to a particular Fund will be charged against that
Fund's assets. Distribution expenses which are attributable to more than one
Series will be allocated among the Series, and, consequently, the Funds, in
proportion to their relative net assets.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS

Dividends and other distributions paid by a Series with respect to its
SwissKey Fund class and Brinson Fund class shares are calculated in the same
manner and at the same time. The per share dividends on SwissKey Fund class
shares will be lower than the per share dividends on the Brinson Fund class
shares of each Series as a result of the distribution and service fees
applicable with respect to the SwissKey Fund class shares. Both the SwissKey
Fund class and Brinson Fund class shares of a Series will share
proportionately in the investment income and expenses of that Series, except
that the per share dividends on the SwissKey Fund class shares will be lower
than the per share dividends on the Brinson Fund class shares, which will not
incur any expenses under the Plan.

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.

22
<PAGE>

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.

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 seven 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' SwissKey Fund class shall have voting rights with respect to
the Plan relating to that class 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 seven investment portfolios or series--Global
Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity
Fund, U.S. Bond Fund and Non-U.S. Equity Fund. Two classes of shares are
currently issued by the Trust for each Series, the SwissKey Fund class and the
Brinson Fund class.

23
<PAGE>

VOTING RIGHTS

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 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.

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

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 SwissKey Funds at 1-800-SWISSKEY or write to The SwissKey Funds, 3200
Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406-0903.

24
<PAGE>

PERFORMANCE INFORMATION

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; Shearson Lehman Hutton 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 SwissKey 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, 1996, which may be
obtained without charge by contacting the Trust at 1-800-SWISSKEY.

25
<PAGE>

APPENDIX A

INVESTMENT POLICIES AND TECHNIQUES

EQUITY SECURITIES (GLOBAL FUND, GLOBAL EQUITY FUND, U.S. BALANCED FUND, U.S.
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 depository receipts ("Depository
Receipts"). The issuers of unsponsored Depository 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.

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<PAGE>

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.

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.

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 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"). 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.

27
<PAGE>

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 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 an amount equal to the amounts of their when-issued securities.
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").

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 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.

28
<PAGE>

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 value to the amount the Series would be required to
deliver upon exercise of the put.

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.

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.

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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.

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[SWISSKEY FUNDS LOGO]

For Additional Information about
SwissKey Funds, call:
1-800-SWISSKEY

[SWISSKEY FUNDS LOGO]

PROSPECTUS
OCTOBER 28, 1996

AS REVISED,

FEBRUARY 5, 1997

SWISSKEY GLOBAL FUND
SWISSKEY GLOBAL EQUITY FUND
SWISSKEY GLOBAL BOND FUND
SWISSKEY U.S. BALANCED FUND
SWISSKEY U.S. EQUITY FUND
SWISSKEY U.S. BOND FUND
SWISSKEY NON-U.S. EQUITY FUND
<PAGE>

ACCOUNT APPLICATION MAIL TO: SWISSKEY FUNDS
c/o Transfer
Agent
3200 Horizon
Drive
P.O. Box 61503
King of Prussia,
PA 19406-0903
1-800-SWISSKEY
LOGO

1. ACCOUNT REGISTRATION

If you have another SwissKey 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

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<TABLE>
<S> <C>
Name Social Security Number
- -----------------------------------------
</TABLE>
[_] JOINT ACCOUNT

- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Name Social Security Number
- -----------------------------------------
- -----------------------------------------
Name Social Security Number
- -----------------------------------------
</TABLE>
(Joint Account will be Joint Account with rights of survivorship unless oth-
erwise specified).
[_] CUSTODIAL ACCOUNT/GIFT TO MINOR

- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Minor's Name Custodian's Name
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Minor's Social Security Number Minor's State of Residence
- --------------------------------------------------------------------------
</TABLE>
[_] TRUST, CORPORATION, PARTNERSHIP OR OTHER ENTITY
(Please include a copy of the corporate resolution form)

- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Name of Legal Entity Taxpayer I.D. Number
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Name of Fiduciary (if to be included in
registration) Date of Trust Document
- ------------------------------------------------------------------------------
</TABLE>

2. MAILING ADDRESS

- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Street Address
- ---------------------------
- ---------------------------
</TABLE>
<TABLE>
<S> <C>
City, State, Zip Code Daytime Phone
- --------------------------------------------------------
</TABLE>

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)
<TABLE>
- ------------------------------------------------------------------------------------------------
<CAPTION>
FUND NAME AMOUNT FUND NAME AMOUNT
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SwissKey Global Fund $ SwissKey U.S. Balanced Fund $
- ------------------------------------------------------------------------------------------------
SwissKey Global Equity Fund SwissKey U.S. Equity Fund
- ------------------------------------------------------------------------------------------------
SwissKey Global Bond Fund SwissKey U.S. Bond Fund
- ------------------------------------------------------------------------------------------------
SwissKey Non-U.S. Equity Fund
</TABLE>

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
<PAGE>

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.
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Bank Name Bank ABA# Your Shareholder Account Number
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Bank Street Address Bank City, State, Zip Code
- ----------------------------------------------------------------------------------------------
</TABLE>
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, FPS Services,
Inc. 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, FPS Services, Inc. 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 FPS
Services, Inc. upon 30 days written notice or at any time by the investor by
written notice to FPS Services, Inc. which is received not later than 5
business days prior to the above designated investment date.
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------
Signature(s) Date
</TABLE>
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 SwissKey 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 SwissKey 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.

<TABLE>
<S> <C>
- --------------------------------------------------------------------------------------------------------
Signature of: [_] Owner [_] Trustee [_] Custodian Date
</TABLE>

<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------
Signature of Joint Owner (if any) Date
</TABLE>

8. FOR INVESTMENT DEALER INFORMATION ONLY

- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Firm Name Branch/Branch #
- -------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Branch Address City, State, Zip Code
- ----------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Representative # Representative's Last Name
- -------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
<PAGE>

FOR IRA ACCOUNTS ONLY

TO: SEMPER TRUST COMPANY, CUSTODIAN
FOR THE SWISSKEY FUNDS
INDIVIDUAL RETIREMENT ACCOUNT APPLICATION

1. REGISTRATION: (PLEASE PRINT - ONE NAME ONLY)

--------------------------------------------------------------------------
First Name Middle Initial Last Name

--------------------------------------------------------------------------
Address

----------------------------------------- ----- ------------ -
---------
City State Zip Code

------------------------- ---------------
Social Security Number Date of Birth

Telephone Number: (Home)
-------------------- (Business)
--------------------

2. TYPE OF ACCOUNT: (CHECK ONE AS APPLICABLE)

[_] Regular IRA$_________ [_] Current Year [_] Prior Year

[_] Spousal IRA$_________ [_] Current Year [_] Prior Year

[_] Rollover IRA$________ (Do not combine with Regular IRA)

[_] IRA Transfer$________ (Please attach separate transfer form)

[_] SEP IRA $____________ (Please include Employer name and address)

--------------------------------------------------------------------------
Employer Name

--------------------------------------------------------------------------
Employer Address

3. CONTRIBUTION: (MAKE CHECK PAYABLE TO THE FUND) INITIAL MINIMUM ($1,000)
Your IRA Contribution may be invested in one or a combination of: the
SwissKey Global, SwissKey Global Equity, SwissKey Global Bond, SwissKey Non-
U.S. Equity, SwissKey U.S. Equity, SwissKey U.S. Balanced or SwissKey U.S.
Bond Funds.

FUND FUND

------------------ $ ________ ------------------ $ ________

4. DIVIDEND DISTRIBUTIONS: (ALL DIVIDENDS AND CAPITAL GAINS ARE REINVESTED)

5. DESIGNATION OF BENEFICIARY:

PRIMARY BENEFICIARY

------------------------------------------------------ -----------------
Name Relationship

--------------------------------------------------------------------------
Address

------------------------- -----------------
Social Security Number Date of Birth

SECONDARY BENEFICIARY(IES)

------------------------------------------------------ -----------------
Name Relationship

--------------------------------------------------------------------------
Address

------------------------- -----------------
Social Security Number Date of Birth

6. SIGNATURE AND CERTIFICATION:
The undersigned hereby acknowledges receipt of and has read the Custodial
Agreement, Disclosure Statement and Prospectus of the Fund(s) and hereby
appoints the institution named at the top of this application as
Custodian; consents to Custodian's fees and terms of the Custodial
Agreement.

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 NUMBER OR TAX I.D. 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 UNLESS I HAVE
CHECKED THE BOX." [_]

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATION TO AVOID BACKUP
WITHHOLDING.

--------------------------------------------------- -----------------
Signature Date

7. ACCEPTANCE: Plan acceptance by the Custodian is evidenced by the statement
confirmation issued by FPS Services, Inc. reflecting the investment of your
monies in the selected Fund(s).

MAIL TO: FPS SERVICES, INC., P.O. BOX 61503, KING OF PRUSSIA, PA 19406-0903

FOR INVESTMENT DEALER ONLY

--------------------------------------------------------------------------
Firm Name

--------------------------------------------------------------------------
Street Address

----------------------------------------- ----- ------------ -
---------
City State Zip Code

---------- ------------------------- ------------------------------
Rep # Rep's Last Name Authorized Signature

<PAGE>
February 5, 1997

THE BRINSON FUNDS

SUPPLEMENT TO
STATEMENT OF ADDITIONAL INFORMATION
Dated October 28,1996

The following information supplements and supersedes any contrary information
contained in the sections of the Trust's Statement of Additional Information
entitled "Underwriter" and "Purchases":

Underwriter
- -----------

Effective February 5, 1997, Funds Distributor, Inc. ("FDI"), 60 State Street,
Suite 1300, Boston, MA 02109, is the Underwriter for The Brinson Funds.

Purchases
- ---------

Effective March 1, 1997, the minimum for initial investments with respect to the
Brinson Fund class for each Series is $1,000,000.