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