File No. 333-63881
As filed with the SEC on April 19, 1999
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
/X/ Post-Effective Amendment No. 1
(Check appropriate box or boxes)
THE BRINSON FUNDS
(Exact Name of Registrant as Specified in Charter)
(312) 220-7100
(Area Code and Telephone Number)
209 South LaSalle Street, Chicago, IL 60604
(Address of Principal Executive Offices --
Number, Street, City, State, Zip Code)
Carolyn M. Burke
209 South LaSalle Street
Chicago, IL 60604-1295
(Name and Address of Agent for Service --
Number, Street, City, State, Zip Code)
Copies to:
Bruce G. Leto, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
Title of Securities Being Registered: Brinson U.S. Bond Fund Class I shares
of beneficial interest, $0.001 par value per share, of the U.S. Bond Fund
series.
No filing fee is due because Registrant is relying on Section 24(f) of the
Investment Company Act of 1940, as amended.
It is proposed that this filng become effective on April 19, 1999, pursuant to
Rule 485(b).
<PAGE>
The Combined Prospectus/Proxy Statement and Statement of Additional Information
to this Registration Statement was previously filed with the Securities and
Exchange Commission's EDGAR system pursuant to Rule 497(b) on October 27, 1998,
(File No. 333-63881) and is incorporated herein by reference to such filing.
<PAGE>
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
Indemnification of the Registrant's Trustees is provided for in Article
VII, Sections 2 and 3 of the Registrant's Agreement and Declaration of Trust
dated August 9, 1993, as amended through November 23, 1998, as follows:
Section 2. Indemnification and Limitation of Liability. The Trustees shall
not be responsible or liable in any event for any neglect or wrong-doing of any
officer, agent, employee, Manager or Principal Underwriter of the Trust, nor
shall any Trustee be responsible for the act or omission of any other Trustee,
and, subject to the provisions of the Bylaws, the Trust out of its assets may
indemnify and hold harmless each and every Trustee and officer of the Trust from
and against any and all claims, demands, costs, losses, expenses, and damages
whatsoever arising out of or related to such Trustee's performance of his or her
duties as a Trustee or officer of the Trust; provided that nothing herein
contained shall indemnify, hold harmless or protect any Trustee or officer from
or against any liability to the Trust or any Shareholder to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
Every note, bond, contract, instrument, certificate or undertaking and
every other act or thing whatsoever issued, executed or done by or on behalf of
the Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
Section 3. Trustee's Good Faith Action, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers hereunder shall be binding upon
everyone interested in or dealing with the Trust. A Trustee shall be liable to
the Trust and to any Shareholder solely for his or her own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee and shall not be liable for errors of judgment
or mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of Trust
and shall be under no liability for any act or omission in accordance with such
advice nor for failing to follow such advice. The Trustees shall not be required
to give any bond as such, nor any surety if a bond is required.
Section 4. Insurance. The Trustees shall be entitled and empowered to the
fullest extent permitted by law to purchase with Trust assets insurance for
liability and for all expenses, reasonably incurred or paid or expected to be
paid by a Trustee or officer in connection with any claim, action, suit or
proceeding in which he or she becomes involved by virtue of his or her capacity
or former capacity with the Trust, whether or not the Trust would have the power
to indemnify him or her against such liability under the provisions of this
Article.
Indemnification of the Registrant's custodian, transfer agent, accounting
services provider, administrator and distributor against certain stated
liabilities is provided until May 9, 1997 under the following documents:
(a) Section 12 of the Accounting Services Agreement, between the
Registrant and Fund/Plan Services, Inc., incorporated herein by reference to
Post-Effective Amendment No. 16/17 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-47287 and 811-6637), filed electronically with the
Securities and Exchange Commission (the "Commission") on February 15, 1996.
(b) Section 8 of the Administration Agreement between the Registrant and
Fund/Plan Services, Inc., incorporated herein by reference to Post-Effective
Amendment No. 16/17 to the Registrant's Registration Statement on Form N-1A
(File Nos. 33-47287 and 811-6637),filed electronically with the
Commission on February 15, 1996.
(c) Section 14 of the Custodian Agreement between the Registrant and
Bankers Trust Company, incorporated herein by reference to Post-Effective
Amendment No. 13/14 to the Registrant's Registration Statement on Form N-1A
(File Nos. 33-47287 and 811-6637), filed electronically with the Commission on
September 20, 1995.
(d) Section 19 of the Shareholder Services Agreement between the
Registrant and Fund/Plan Services, Inc., incorporated herein by reference to
Post-Effective Amendment No. 16/17 to the Registrant's Registration Statement on
Form N-1A (File Nos. 33-47287 and 811-6637), filed electronically with the
Commission on February 15, 1996.
(e) Section 8 of the Underwriting Agreement between Registrant and
Fund/Plan Broker Services, Inc. are incorporated herein by reference to
Post-Effective No. 16/17 to the Registrant's Registration Statement on Form N-1A
(File Nos. 33-47287 and 811-6637), filed electronically with the Commission on
February 15, 1996.
Effective May 10, 1997, indemnification of the Registrant's custodian,
transfer agent, accounting services provider, administrator and distributor
against certain stated liabilities is provided for in the following documents:
(a) Multiple Services Agreement dated May 9, 1997, as amended through
December 10, 1998, between Morgan Stanley Trust Company, succeeded by the
Chase Manhattan Bank, and the Registrant on behalf of each series is
incorporated herein by reference to Post-Effective Amendment No. 25/26 to the
Registrant's Registration Statement on Form N-1A (File Nos. 33-47287 and
811-6637), filed electronically with the Commission on March 1, 1999.
Effective February 24, 1997, indemnification of Registrant's distributor
against certain stated liabilities is provided for in the following document:
(b) Distribution Agreement between Funds Distributor, Inc. and the
Registrant on behalf of each series dated February 24, 1997, as amended
through December 10, 1998, incorporated herein by reference to Post-Effective
Amendment No. 25/26 to the Registrant's Registration Statement on Form N-1A
(File Nos. 33-47287 and 811-6637) as filed electronically with the Commission
on March 1, 1999.
ITEM 16. EXHIBITS.
(1) Copies of the charter of the registrant as now in effect.
(a) Certificate of Trust of the Registrant dated August 9, 1993,
as filed with the Office of the Secretary of State of the State of Delaware on
August 13, 1993, is incorporated herein by reference to Post-Effective
Amendment No. 21/22 to the Registrant's Registration Statement on Form N-1A
(File Nos. 33-47287 and 811-6637), filed electronically with the Commission on
September 15, 1998.
(b) Agreement and Declaration of Trust dated August 19, 1993, as
amended through November 23, 1998, of the Registrant is incorporated
herein by reference to Post-Effective Amendment No. 25/26 to the Registrant's
Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637), filed
electronically with the Commission on March 1, 1999.
(2) By-Laws.
By-Laws of The Brinson Funds dated August 9, 1993, are incorporated
herein by reference to Post-Effective Amendment No. 17/18 to the Registrant's
Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637), filed
electronically with the Commission on August 29, 1996.
(3) Voting Trust Agreement.
Not applicable.
(4) Copies of the agreement of acquisition, reorganization, merger,
liquidation and any amendments to it:
Agreement and Plan of Reorganization is incorporated herein by
reference to the Registrant's Combined Prospectus/Proxy Statement dated October
26, 1998, (File No. 333-63881) filed electronically with the Commission
pursuant to Rule 497 (b) on October 27, 1998 .
(5) Instruments Defining the Rights of Security Holders.
(a) Form of Specimen Share Certificate of The Brinson Funds is
incorporated herein by reference to Post-Effective Amendment No. 21/22 to the
Registrant's Registration Statement on Form N-1A (File Nos. 33-47287) and
811-6637), filed electronically with the Commission on September 15, 1998.
The rights of security holders of The Brinson Funds are further
defined in the following sections of The Brinson Funds By-Laws and Agreement and
Declaration of Trust :
a. By-Laws.
See Article II "Voting," Section 7 and Section 10.
b. Agreement and Declaration of Trust.
See Article III "Shares," Section 1, Section 2 and Section 6.
(6) Investment Advisory Contracts.
Investment Advisory Agreement dated April 25, 1995 between
Brinson Partners, Inc. and the Registrant on behalf of the U.S. Bond Fund
(f/k/a Brinson U.S. Bond Fund) series is incorporated herein by reference to
Post-Effective Amendment No. 21/22 to the Registrant's Registration Statement
on Form N-1A (File Nos. 33-47287 and 811-6637), filed electronically with the
Commission on September 15, 1998.
(7) Underwriting or Distribution Contracts.
Distribution Agreement dated February 24, 1997, as amended through
December 10, 1998, between Funds Distributor, Inc. and the Registrant on behalf
of each series is incorporated herein by reference to Post-Effective Amendment
No. 25/26 to the Registrant's Registration Statement on Form N-1A (File
Nos. 33-47287 and 811-6637), filed electronically with the Commission on
March 1, 1999.
(8) Bonus, Profit Sharing, Pension or Other Similar Contracts.
Not applicable.
(9) Custodian Agreements.
Custodial arrangements are provided under the Multiple Services
Agreement dated May 9, 1997, as amended through December 10, 1998, between
Morgan Stanley Trust Company, and succeeded by the Chase Manhattan Bank,
and the Registrant on behalf of each series, incorporated herein by
reference to Post-Effective Amendment No. 25/26 to the Registrant's
Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637),
filed electronically with the Commission on March 1, 1999.
(10) Rule 12b-1 Plan and Rule 18f-3 Plan.
(a) Amended Distribution Plan dated February 21, 1995, as amended
through December 10, 1998, relating to the UBS Investment Fund class of shares
(f/k/a the SwissKey Fund Class) of each series is incorporated herein by
reference to Post-Effective Amendment No. 25/26 to the Registrant's
Registration Statement on Form N-1A (File Nos. 33-47287 and 811-6637), filed
electronically with the Commission on March 1, 1999.
(b) Distribution Plan dated June 30, 1997, as amended through
December 10, 1998, relating to the Brinson Fund-Class N shares of each
series of the Registrant is incorporated herein by reference to Post-Effective
Amendment No. 25/26 to the Registrant's Registration Statement on Form N-1A
(File Nos. 33-47287 and 811-6637), filed electronically with the Commission
on March 1, 1999.
(c) Selected Dealer and Selling Agreement as last approved on August
24, 1998, and amended on December 10, 1998 for the UBS Investment Fund class of
shares (f/k/a SwissKey Fund Class) of each series of the Registrant is
incorporated herein by reference to Post-Effective Amendment No. 25/26 to
the Registrant's Registration Statement on Form N-1A (File Nos. 33-47287 and
811-6637), filed electronically with the Commission on March 1, 1999.
(d) The Selected Dealer and Selling Agreements as approved November
24, 1997, and amended on December 10, 1998 on behalf of each series of the
Registrant are incorporated herein by reference to Post-Effective Amendment
No. 25/26 to the Registrant's Registration Statement on Form N-1A
(File Nos. 33-47287 and 811-6637), filed electronically with the Commission
on March 1, 1999.
(e) Revised Multiple Class Plan dated May 19, 1997, as amended
through December 10, 1998, pursuant to Rule 18f-3 on behalf of each series of
the Registrant will be filed by Post-Effective Amendment.
(11) Opinion of Counsel.
Legal opinion of Stradley, Ronon, Stevens & Young, LLP, counsel to
the Registrant, as to the legality of the securities being registered, is
incorporated herein by reference to Post-Effective Amendment No. 22/23 to the
Registrant's Registration Statement on Form N-1A (File Nos. 33-47287 and
811-6637), filed electronically with the Commission on September 18, 1998.
(12) Opinion of Counsel Supporting the Tax Matters and Consequences to
Shareholders.
Tax opinion of Stradley, Ronon, Stevens & Young, LLP, counsel to the
Registrant, supporting the tax matters and consequences to shareholders
discussed in the prospectus, is filed electronically herewith as Exhibit EX-8.
(13) Other Material Contracts.
Not applicable.
(14) Other Opinions and Consents.
(a) Consent of Ernst & Young LLP, independent auditors to the
Registrant, is incorporated herein by reference to the Registrant's Registration
Statement on Form N-14 (File No. 333-63881), filed electronically with the
Commission on September 21, 1998.
(b) Consent of PricewaterhouseCoopers LLP, independent auditors to
the UBS Private Investor Funds, Inc., is incorporated herein by reference to the
Registrant's Registration Statement on Form N-14 (File No. 333-63881), filed
electronically with the Commission on September 21, 1998.
(c) Consent of PricewaterhouseCoopers LLP, independent auditors to
the UBS Investor Portfolios Trust, is incorporated herein by reference to the
Registrant's Registration Statement on Form N-14 (File Nos. 333-63881), filed
electronically with the Commission on September 21, 1998.
(15) Omitted Financial Statements.
Not applicable.
(16) Power of Attorney.
(a) Power-of-Attorney is incorporated herein by reference to the
Registrant's Registration Statement on Form N-14 (File No. 333-63881), filed
electronically with the Commission on September 21, 1998.
(b) Certificate of Secretary and resolution relating to the
appointment of power of attorney is incorporated herein by reference to the
Registrant's Registration on Form N-14 (File No. 333-63881), filed
electronically with the Commission on September 21, 1998.
ITEM 17. UNDERTAKINGS.
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR
230.145c], the reoffering prospectus will contain the information called for by
the applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
<PAGE>
As required by the Securities Act of 1933, this registration statement has been
signed on behalf of the registrant, in the City of Boston, Commonwealth of
Massachusetts on the 18th day of April, 1999.
THE BRINSON FUNDS
By: /s/ E. Thomas McFarlan*
------------------------------
E. Thomas McFarlan, President
(Title)
As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE: TITLE: DATE:
/s/ E. Thomas McFarlan * President April 18, 1999
- --------------------------------
E. Thomas McFarlan
/s/ Frank K. Reilly * Trustee, Chairman April 18, 1999
- --------------------------------
Frank K. Reilly
/s/ Walter E. Auch * Trustee April 18, 1999
- --------------------------------
Walter E. Auch
/s/ Edward M. Roob * Trustee April 18, 1999
- --------------------------------
Edward M. Roob
/s/ Carolyn M. Burke * Principal Accounting April 18, 1999
- ------------------------------- Officer, Secretary and
Carolyn M. Burke Treasurer
*By: Lloyd Lipsett
- -------------
As Attorney-In-Fact and Agent Pursuant to Power of Attorney
<PAGE>
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Document Page
- ----------- -------- ----
EX-8 Tax opinion of Stradley, Ronon, Stevens
& Young, LLP
December 21, 1998
Board of Directors
UBS Private Investor Funds, Inc. - UBS Bond Fund
200 Clarendon Street
Boston, MA 02116
Board of Trustees
The Brinson Funds - U.S. Bond Fund
209 South LaSalle Street
Chicago, IL 60604-1295
Re: Agreement and Plan of Reorganization, dated as of the 20th day of
October, 1998, By and Between UBS Private Investor Funds, Inc. (the
"Corporation") on behalf of the UBS Bond Fund ("Acquired Fund") and
The Brinson Funds (the "Trust") on behalf of U.S. Bond Fund
("Acquiring Fund")
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of
the reorganization of Acquired Fund, whereby Acquired Fund will transfer
substantially all of its property, assets, and goodwill and liabilities to
Acquiring Fund in exchange solely for Brinson U.S. Bond Fund Class I shares of
Acquiring Fund (the "Acquiring Fund Shares"), followed by the distribution by
Acquired Fund of Acquiring Fund Shares to the stockholders of Acquired Fund, the
cancellation of all of the outstanding shares of common stock of Acquired Fund
(the "Acquired Fund Shares") and the liquidation of Acquired Fund (the
"Reorganization").
In rendering our opinion, we have reviewed and relied upon (a) the Agreement and
Plan of Reorganization, dated as of the 20th day of October, 1998, by and
between the Corporation and the Trust ("Agreement"), (b) the proxy materials
provided to stockholders of Acquired Fund in connection with the Special Meeting
of Shareholders of Acquired Fund held on December 11, 1998, (c) certain
representations concerning the Reorganization made to us by the Corporation and
the Trust in a letter dated December 31, 1998 (the "Representation Letter"), (d)
all other documents, financial and other reports and corporate minutes which we
deemed relevant or appropriate, and (e) such statutes, regulations, rulings and
decisions as we deemed material to the rendition of this opinion. All terms used
herein, unless otherwise defined, are used as defined in the Agreement.
For purposes of this opinion, we have assumed that Acquired Fund on the
effective date of the Reorganization satisfies, and following the
Reorganization, Acquiring Fund will continue to satisfy, the requirements of
subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for
qualification as a regulated investment company.
Under regulations to be prescribed by the Secretary of Treasury under Section
1276(d) of the Code, certain transfers of market discount bonds will be excepted
from the requirement that accrued market discount be recognized on disposition
of a market discount bond under Section 1276(a) of the Code. Such regulations
are to provide, in part, that accrued market discount will not be included in
income if no gain is recognized under Section 361(a) of the Code where a bond is
transferred in an exchange qualifying as a tax-free reorganization. As of the
date hereof, the Secretary has not issued any regulations under Section 1276 of
the Code.
Based on the foregoing and provided the Reorganization is carried out in
accordance with the applicable laws of the State of Maryland and the State of
Delaware, the Agreement and the Representation Letter, it is our opinion that:
1. The Reorganization will constitute a tax-free
reorganization within the meaning of Section 368(a)(1)(C) of the Code, and
Acquired Fund and Acquiring Fund will each be a party to the reorganization
within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon
the transfer of all of its assets to Acquiring Fund in exchange solely for
Acquiring Fund Shares pursuant to Section 361(a) and Section 357(a) of the Code.
We express no opinion as to whether any accrued market discount will be required
to be recognized as ordinary income pursuant to Section 1276 of the Code.
3. No gain or loss will be recognized by Acquiring Fund upon
the receipt by it of all of the assets of Acquired Fund in exchange solely for
Acquiring Fund Shares pursuant to Section 1032(a) of the Code.
4. The basis of the assets of Acquired Fund received by
Acquiring Fund will be the same as the basis of such assets to Acquired Fund
immediately prior to the exchange pursuant to Section 362(b) of the Code.
5. The holding period of the assets of Acquired Fund received
by Acquiring Fund will include the period during which such assets were held by
Acquired Fund pursuant to Section 1223(2) of the Code.
6. No gain or loss will be recognized by the stockholders of
Acquired Fund upon the exchange of their Acquired Fund Shares for Acquiring Fund
Shares (including fractional shares to which they may be entitled), pursuant to
Section 354(a) of the Code.
7. The basis of the Acquiring Fund Shares received by the
stockholders of Acquired Fund (including fractional shares to which they may be
entitled) will be the same as the basis of the Acquired Fund Shares exchanged
therefor pursuant to Section 358(a)(1) of the Code.
8. The holding period of the Acquiring Fund Shares received by
the stockholders of Acquired Fund (including fractional shares to which they may
be entitled) will include the holding period of the Acquired Fund Shares
surrendered in exchange therefor, provided that the Acquired Fund Shares were
held as a capital asset on the effective date of the Reorganization, pursuant to
Section 1223(1) of the Code.
9. Acquiring Fund will succeed to and take into account as of
the date of the proposed transfer (as defined in Section 1.381(b)-1(b) of the
Income Tax Regulations) the items of Acquired Fund described in Section 381(c)
of the Code, subject to the conditions and limitations specified in Sections
381(b) and (c), 382, 383 and 384 of the Code.
Our opinion is based upon the Code, the applicable Treasury Regulations
promulgated thereunder, the present position of the Internal Revenue Service as
set forth in published revenue rulings and revenue procedures, present
administrative positions of the Internal Revenue Service, and existing judicial
decisions, all of which are subject to change either prospectively or
retroactively. We do not undertake to make any continuing analysis of the facts
or relevant law following the date of this letter.
Our opinion is conditioned upon the performance by the Corporation and the Trust
of their undertakings in the Agreement and the Representation Letter.
This opinion is being rendered to Acquiring Fund and Acquired Fund and may be
relied upon only by such funds and the stockholders of each.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /S/ WILLIAM P. ZIMMERMAN
William P. Zimmerman, a Partner
c:\ee\filings\sl-usbnd
