BRINSON FUNDS INC, 485BPOS, 2000-12-07

BRINSON FUNDS INC
485BPOS, 2000-12-07

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UNITED STATES FILE NO. 33-47287
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 FILE NO. 811-6637

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. | |
------

Post Effective Amendment No. 33 |X|
------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | |

Amendment No. 34 |X|
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THE BRINSON FUNDS
=================
(Exact name of Registrant as Specified in Charter)

209 South LaSalle Street
Chicago, Illinois 60604-1295
----------------- ----------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code 312-220-7100
------------

The Brinson Funds
209 South LaSalle Street
Chicago, Illinois 60604-1295
----------------------------
(Name and Address of Agent for Service)

COPIES TO: Bruce G. Leto, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICAL AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE:

|X| IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b)

| | ON ________________ PURSUANT TO PARAGRAPH (b)

| | 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(1)

| | ON ______ PURSUANT TO PARAGRAPH (a) (1)

| | 75 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)(2)

| | ON _____ __, ____ PURSUANT TO PARAGRAPH (a)(2) OF RULE 485.

IF APPROPRIATE, CHECK THE FOLLOWING BOX:

| | THIS POST-EFFECTIVE AMENDMENT DESIGNATES A NEW EFFECTIVE DATE FOR A
PREVIOUSLY FILED POST-EFFECTIVE AMENDMENT.
================================================================================

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[LOGO]

Global Fund

Global Equity Fund

Global Technology Fund

Global Biotech Fund

Global Bond Fund

U.S. Balanced Fund

U.S. Equity Fund

U.S. Value Equity Fund

U.S. Large Cap Equity Fund

U.S. Large Cap Growth Fund

U.S. Small Cap Equity Fund

U.S. Small Cap Growth Fund

U.S. Real Estate Equity Fund

U.S. Bond Fund

High Yield Fund

Emerging Markets Debt Fund

International Equity Fund

Emerging Markets Equity Fund

Class I Shares

Prospectus

December 7, 2000

[LOGO] The Brinson Funds
-----------------

As with any mutual fund, the Securities and Exchange Commission (SEC) has not
approved or disapproved of these securities or determined whether this
prospectus is adequate or complete. Any representation to the contrary is a
criminal offense.

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<TABLE>
Table of Contents
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<S> <C>
Investment Objectives....................................................... 2
Principal Investment Strategies............................................. 3
Principal Risks of Investing in the Funds................................... 8
Risk Considerations......................................................... 9
Fund Performance............................................................ 11
Fees and Expenses........................................................... 17
Securities Selection Process................................................ 19
Investment Advisor.......................................................... 24
Pricing of Fund Shares...................................................... 25
Purchasing Shares........................................................... 26
Redeeming Shares............................................................ 29
Dividends and Distributions................................................. 30
Tax Considerations.......................................................... 31
Multiple Classes............................................................ 31
Financial Highlights........................................................ 33
For More Information..........................................Inside Back Cover
</TABLE>

1
<PAGE>

Investment Objectives
--------------------------------------------------------------------------------

Investment Objectives of the Funds:
The investment objective of each Fund is "fundamental" and may be changed only
with shareholder approval. There can be no assurance that the Funds will be able
to attain their objectives.

. Global Fund seeks to maximize total return, consisting of capital appreciation
and current income. The Fund seeks to maximize total return while controlling
risk.

. Global Equity Fund seeks to maximize total return, consisting of capital
appreciation and current income. The Fund seeks to maximize total return while
controlling risk.

. Global Technology Fund seeks to provide long-term capital appreciation.

. Global Biotech Fund seeks to provide long-term capital appreciation.

. Global Bond Fund seeks to maximize total return, consisting of capital
appreciation and current income. The Fund seeks to maximize total return while
controlling risk.

. U.S. Balanced Fund seeks to maximize total return, consisting of capital
appreciation and current income. The Fund seeks to maximize total return while
controlling risk.

. U.S. Equity Fund seeks to maximize total return, consisting of capital
appreciation and current income, while controlling risk.

. U.S. Value Equity Fund seeks to maximize total return, consisting of capital
appreciation and current income, while controlling risk.

. U.S. Large Cap Equity Fund seeks to maximize total return, consisting of
capital appreciation and current income, while controlling risk.

. U.S. Large Cap Growth Fund seeks to provide long-term capital appreciation.

. U.S. Small Cap Equity Fund seeks to maximize U.S. Dollar total return,
consisting of capital appreciation and current income, while controlling risk.

. U.S. Small Cap Growth Fund seeks to provide long-term capital appreciation.

. U.S. Real Estate Equity Fund seeks to maximize total return, consisting of
capital appreciation and current income, while controlling risk.

. U.S. Bond Fund seeks to maximize total return, consisting of capital
appreciation and current income, while controlling risk.

. High Yield Fund seeks to provide high current income from a portfolio of
higher-yielding, lower-rated debt securities issued by domestic and foreign
companies. The Fund also seeks capital growth, when consistent with high
current income, by investing in securities, including common stocks and non-
income producing securities, which Brinson Partners, Inc. or UBS Asset
Management (New York), Inc., (the "Advisor" and "UBS New York", respectively)
expect will appreciate in value as a result of declines in long-term interest
rates or favorable developments affecting the business or prospects of the
issuer which may improve the issuer's financial condition and credit
rating.

. Emerging Markets Debt Fund seeks to maximize U.S. Dollar total return,
consisting of capital appreciation and current income, while controlling risk.

. International Equity Fund (formerly the Global (Ex-U.S.) Equity Fund) seeks to
maximize total return, consisting of capital appreciation and current income
by investing primarily in the equity securities of international issuers. The
Fund seeks to maximize total return while controlling risk.

. Emerging Markets Equity Fund seeks to maximize U.S. Dollar total return,
consisting of capital appreciation and current income, while controlling risk.

2
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Principal Investment Strategies
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Each Brinson Fund is categorized by portfolio type. This categorization is based
on the investment strategy that is pursued for each Fund by the Advisor. The
categories are Balanced Funds, Bond Funds and Equity Funds. The Equity Funds can
be futher categorized as Core/Value Equity Funds, Growth Equity Funds and
Specialized Sector Funds. How the Funds are categorized is set forth below. The
types of securities purchased and the processes used by each category of Funds
to select securities are described in detail in the "Securities Selection
Process" section beginning on page 19.

The "Securities Selection Process" section also describes investment practices
that apply to all of The Brinson Funds, portfolio turnover, use of benchmarks,
policies regarding diversification and consideration of market caps.

Each of The Brinson Fund's primary investment practices and strategies are
discussed in this section. For easy reference, it is broken down by asset class,
as discussed above and more fully in the Securities Selection Process section on
page 19. For a discussion of specific risks associated with the investment
strategies outlined below, please review the next section of this prospectus,
entitled "Principal Risks of Investing in the Funds". Further information on
portfolio management techniques and their associated risks can be found in the
Statement of Additional Information ("SAI"). Unless otherwise stated, each
Fund's investment policies are not fundamental and may be changed by the Trust's
Trustees without a shareholder vote.

BALANCED FUNDS
Global Fund
The Global Fund invests primarily in equity and fixed income markets of the U.S.
and a broad range of other countries. At least 65% of the Fund's assets are
invested in securities of issuers in at least three countries (which may include
the U.S.). Other investments may include other open-end investment companies
advised by Brinson Partners. The Fund can invest within specific strategy
ranges, which are discussed further in the SAI.

The Fund attempts to mitigate risks by investing in various countries,
industries and securities around the world. In addition, we attempt to generate
positive returns through sophisticated currency management techniques. The
security selection decisions for the Global Fund draw on the same fundamental
price/value analysis discussed in the "Securities Selection Process" section of
this prospectus. These decisions are integrated with analysis of global market
and economic conditions.

U.S. Balanced Fund
The U.S. Balanced Fund invests primarily in a wide range of U.S. equity, fixed
income and money market securities. Under normal circumstances, the Fund will
invest at least 25% of its net assets in fixed income securities. Investments in
fixed income securities may include debt securities of the U.S. government, its
agencies and instrumentalities; debt securities of U.S. corporations; mortgage-
backed securities; asset-backed securities and when-issued securities.
Investments in equity securities may include common stock and preferred stock.

BOND FUNDS
Global Bond Fund
The Global Bond Fund is a non-diversified Fund that invests primarily in a
portfolio of global debt securities that may also provide the potential for
capital appreciation. Normally, at least 65% of the Fund's assets are invested
in long-term debt securities of issuers in at least three countries (which may
include the U.S.). Long-term debt securities have an initial maturity of more
than one year. Investments in fixed income securities may include debt
securities of governments throughout the world (including the U.S.), their
agencies and instrumentalities; debt securities of corporations; mortgage-backed
securities and asset-backed securities.

3
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Principal Investment Strategies (Cont.)
--------------------------------------------------------------------------------
U.S. Bond Fund
The U.S. Bond Fund invests primarily in a portfolio of investment-grade fixed
income securities that may also provide the potential for capital appreciation.
Investment-grade fixed income securities possess a minimum rating of BBB by
Standard & Poor's Ratings Group ("S&P") or Baa by Moody's Investors Services,
Inc. ("Moodys") or, if unrated, are determined to be of comparable quality by
the Advisor. As a matter of fundamental policy, under normal circumstances, at
least 65% of the Fund's total assets are invested in U.S. long-term debt
securities, which are debt securities with an initial maturity of more than one
year. Investments in fixed income securities may include debt securities of the
U.S. government, its agencies and instrumentalities; debt securities of U.S.
corporations; mortgage-backed securities and asset-backed securities.

High Yield Fund
The High Yield Fund invests primarily in a portfolio of U.S. higher-yielding
"lower-rated" bonds. Lower-rated bonds are bonds rated in the lower rating
categories of Moody's and S&P, including securities rated Ba or lower by Moody's
or BB or lower by S&P. Securities rated in these categories or lower are
considered to be of poorer quality and predominantly speculative. Under normal
conditions, at least 65% of the Fund's assets are invested in fixed income
securities that provide higher yields and are lower-rated. Investments in fixed
income securities may include debt securities of corporations, zero coupon
securities, asset-backed securities, when-issued securities and Eurodollar
securities that are fixed income securities of a U.S. issuer or a foreign issuer
that are issued outside the United States. Up to 25% of the Fund's assets may be
invested in foreign securities.

Emerging Markets Debt Fund
The Emerging Markets Debt Fund is a non-diversified Fund which normally invests
at least 65% of its total assets in debt securities issued by governments,
government-related entities (including participation in loans between
governments and financial institutions), corporations and entities organized to
restructure outstanding debt of issuers in emerging markets. The Fund intends to
invest primarily in a portfolio of debt securities located in at least three
emerging markets countries, which may be located in Asia, Europe, Latin America,
Africa or the Middle East. The World Bank and other international agencies
consider a country to be an "emerging markets" country on the basis of such
factors as trade initiatives, per capita income and level of industrialization.
As these markets change and other countries' markets develop, the Fund expects
the countries in which it invests to change. Emerging market countries generally
include every nation in the world except the U.S., Canada, Japan, Australia, New
Zealand and most nations located in Western Europe.

A substantial amount of the assets of the Fund may be invested in higher-
yielding, "lower-rated" bonds. "Lower-rated" bonds are bonds rated in the lower
rating categories of Moody's and S&P, including securities rated Ba or lower by
Moody's and BB or lower by S&P. Securities rated in these categories or lower
are considered to be of poorer quality and predominantly speculative.

The Fund also invests in debt securities on which the return is derived
primarily from other emerging market instruments, such as interest rate swap
contracts and currency swap contracts. The Fund may also invest in Eurodollar
securities, which are fixed income securities of a U.S. issuer or a foreign
issuer that are issued outside the United States.

EQUITY FUNDS
CORE/VALUE EQUITY
Global Equity Fund
The Global Equity Fund normally invests in global equity securities, which may
include dividend-paying securities. Investments in equity securities may include
common stock and preferred stock. At least 65% of the Fund's assets are invested
in securities of issuers in at least three countries (which may include the
U.S). On a global basis, our analysts focus on the world's 800 largest
companies, with capitalization above $5.5 billion, accounting for the top 75% of
global equity market capitalization. Research and

4
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Principal Investment Strategies (Cont.)
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analysis is also conducted upon the next 1,600 companies (above US $1.1
billion), which represent the intermediate 15% of global capitalization.
Securities which we determine to have a fundamental value greater than the
market price are added to the Fund.

International Equity Fund
The International Equity Fund invests in the stocks of companies outside of the
U.S., and normally invests at least 65% of its assets in equity securities,
which may include dividend-paying securities, of issuers in at least three
countries other than the U.S. Investments in equity securities may include
common stock and preferred stock. The Fund may invest in stocks of companies of
any size, but generally invests in those stocks with market capitalizations
above $1 billion. The International Equity Fund's construction process begins
with analysis at the individual company and industry level, as well as broader
analysis of economic and currency factors, and aims to find equity securities
that offer attractive prices with opportunity for appreciation.

U.S. Equity Fund
The U.S. Equity Fund normally invests at least 65% of its assets in equity
securities, which may include dividend-paying securities of U.S. companies.
Investments in equity securities may include common stock and preferred stock.
In general, the Fund holds approximately 25 stocks in the large capitalization
segment of the Fund, which comprises, on average, 70% of the Fund's market
value. In the intermediate and small capitalization segments, the Fund typically
holds 45 to 55 issues which comprise the remaining 30% of the Fund's market
value. Of the larger capitalization issues, a typical holding is 2 1/2% to 3% of
the Fund with a general limit set at 7 1/2%.

U.S. Value Equity Fund
The U.S. Value Equity Fund normally invests in companies that are priced below
our expectations. These expectations are based on our assessment of a company's
ability to generate profit and to grow the business into the future. We analyze
industry competitive strategy, structure and global integration. Our on-site
company visits examine the characteristics of each company (i.e., balance sheet
fundamentals, culture, productivity, pricing, etc.), and we determine which
companies offer attractive pricing. Under normal circumstances, the Fund invests
at least 65% of its assets in equity securities, which may include dividend
paying securities of U.S.-based companies. Investments in equity securities may
include common stock and preferred stock.

U.S. Large Cap Equity Fund
The U.S. Large Cap Equity Fund is anon-diversified Fund that normally invests at
least 65% of its assets in equity securities of U.S.-based large capitalization
companies. Large capitalization companies are defined as companies with a market
capitalization of at least $9 billion. Companies whose capitalization falls
below this level after purchase will continue to be considered large
capitalization companies. Investments in equity securities may include common
stock and preferred stock.

U.S. Small Cap Equity Fund
The U.S. Small Cap Equity Fund normally invests in common stocks of companies
with market capitalization between $50 million and $1.8 billion, which represent
the lower 10% of value of the Wilshire 5000 Equity Index. We look for companies
with strong and innovative management, good financial controls, increasing
market share, diversified product/service offerings, and low market
capitalization-to-sales ratios relative to similar companies. At least 65% of
the Fund's assets will typically be invested in equity securities issued by
U.S.-based small capitalization companies. Investments in equity securities may
include common stock and preferred stock.

5
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Principal Investment Strategies (Cont.)
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Emerging Markets Equity Fund
The Emerging Markets Equity Fund is a non-diversified Fund that normally invests
at least 65% of its assets in the equity securities of issuers in emerging
markets, or securities on which the return is derived from the equity securities
of issuers in emerging markets, such as equity swap contracts and equity swap
index contracts. The Fund intends to invest primarily in a portfolio of equity
securities of issuers located in at least three emerging markets countries,
which may be located in Asia, Europe, Latin America, Africa, or the Middle East.
As these markets change and other countries' markets develop, the Fund expects
the countries in which it invests to change. The World Bank and other
international agencies consider a country to be an "emerging markets" country on
the basis of such factors as trade initiatives, per capita income, and level of
industrialization. Emerging markets countries generally include every nation in
the world except the U.S., Canada, Japan, Australia, New Zealand and most
nations located in Western Europe.

Up to 35% of the Fund's assets may be invested in higher-yielding, "lower-rated"
bonds. Lower-rated bonds are bonds rated in the lower rating categories of
Moody's and S&P, including securities rated Ba or lower by Moody's and BB or
lower by S&P. Securities rated in these categories or lower are considered to be
of poorer quality and predominantly speculative. The Fund may also invest in
Eurodollar securities, which are fixed income securities of a U.S. issuer or a
foreign issuer that are issued outside of the United States.

GROWTH EQUITY
U.S. Large Cap Growth Fund
The U.S. Large Cap Growth Fund is a non-diversified Fund that normally invests
in securities with market capitalizations equal to or greater than $3 billion.
At least 65% of the Fund's assets are invested in securities issued by large
capitalization growth companies. Up to 20% of the Fund's assets may be invested
in foreign securities. Investments in equity securities may include common stock
and preferred stock. The Fund invests in companies that possess a dominant
market position and franchise, a major technical edge or a unique competitive
advantage. This superiority enables them to generate above average sales and
profit growth. We expect that these companies can sustain an above average
return on invested capital at a higher level and over a longer period of time
than is reflected in current market prices.

U.S. Small Cap Growth Fund
The U.S. Small Cap Growth Fund normally invests in securities with market
capitalizations between $100 million and $1.5 billion at time of purchase. Under
normal conditions, the Fund invests at least 65% of its assets in equity
securities within this range. The Fund seeks to invest in companies with strong
business franchises and attractive competitive positions that generate rapidly
rising earnings (or profits). In the overall small capitalization universe, we
target companies with earnings growth in the top 40%. The Fund may also invest
in securities of emerging growth companies. Emerging growth companies are small
or medium sized companies that have passed their start-up phase and are showing
positive earnings, as well as potential for achieving significant profit in a
relatively short period of time. Investments in equity securities may include
common stock and preferred stock. The Fund may invest up to 20% of its assets in
foreign securities.

SPECIALIZED SECTOR FUNDS
Global Technology Fund
The Global Technology Fund is a non-diversified Fund that normally invests at
least 65% of its assets in equity securities of technology companies. Technology
companies develop, sell, or significantly benefit from the use of technology
products and services. The term technology includes electronics, data
processing, semi-conductors, telecommunications, and technology services.
Investments in equity securities may include common stock and preferred stock.
The selection of companies is mainly influenced by a strong competitive position
allowing the Fund to participate in the growth of each industry. Furthermore,
the quality of the management, the technological innovation and the revenue
growth of the companies are very important.

6
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Principal Investment Strategies (Cont.)
--------------------------------------------------------------------------------

Global Biotech Fund
The Global Biotech Fund is a non-diversified Fund that normally invests at least
65% of its assets in equity securities of biotechnology companies. Biotechnology
companies are companies focused on research, product development, product
manufacture and distribution in a specific field of biological science devoted
to genetic engineering and recombinant DNA technology. The majority of companies
are newly established and have a single product in its early development stage.
Biotechnology companies generate value by developing new kinds of drugs and
technologies. Stock selection is based on analyzing individual companies for
their fundamental strengths. The basis of the fundamental analysis is to analyze
the science behind the drugs and technologies. Investments in equity securities
may include common stock and preferred stock.

U.S. Real Estate Equity Fund
The U.S. Real Estate Equity Fund is a non-diversified Fund that normally invests
at least 65% of its assets in real estate securities, including real estate
investment trusts (REITs). REITs are publicly traded companies that own and
often operate real property and/or invest in mortgage and mortgage-backed
securities. Investments in equity securities may include common stock and
preferred stock.

7
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Principal Risks of Investing in the Funds
--------------------------------------------------------------------------------

The chart below illustrates the primary risks of investing in the Funds.

Global
Equity Fund * *

Global
Technology Fund * * * *

Global
Biotech Fund * * * * *

Global
Bond Fund * * * * *

U.S.
Balanced Fund * * *

U.S.
Equity Fund *

U.S. Value
Equity Fund *

U.S. Large Cap
Equity Fund * *

U.S. Large Cap
Growth Fund * *

U.S. Small Cap
Equity Fund * *

U.S. Small Cap
Growth Fund * *

U.S. Real Estate
Equity Fund * * * *

U.S.
Bond Fund * * *

High
Yield Fund * * * *

Emerging
Markets * * * * * *
Debt Fund

International
Equity Fund * *

Emerging
Markets * * * * *
Equity Fund
</TABLE>

8
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Risk Considerations
--------------------------------------------------------------------------------

Shares of The Brinson Funds are not bank deposits and are not insured or
guaranteed by the FDIC or any other government agency. The value of your
investment in a Fund will fluctuate, which means that you may lose money.

All Fund investments are subject to risk and may decline in value. Each Fund's
exposure depends upon its specific investment practices. The amount and types of
risk vary depending on:

. The investment objective(s)

. The Fund's ability to achieve its objectives

. The markets in which the Fund invests

. The investments the Fund makes in those markets

. Prevailing economic conditions over the period of an investment

Please note that there are other circumstances that could adversely affect your
investment and potentially prevent a Fund from achieving its objectives.

Credit Risk
The risk that the issuer of a security, or the counterparty to a contract, will
default or otherwise be unable to honor a financial obligation. Debt securities
rated below investment-grade are especially susceptible to this risk.

Foreign Country and Currency Risks
The risk that prices of a Fund's investments in foreign securities may go down
because of unfavorable foreign government actions, political instability or the
absence of accurate information about foreign issuers. Also, a decline in the
value of foreign currencies relative to the U.S. Dollar will reduce the value of
securities denominated in those currencies. Foreign securities are sometimes
less liquid and harder to value than securities of U.S. issuers. These risks are
more severe for securities of issuers in emerging market countries.

Geographic Concentration Risk
The risk that if a Fund has most of its investments in a single country or
region, its portfolio will be more susceptible to factors adversely affecting
issuers located in that country or region than would a more geographically
diverse portfolio of securities.

High Yield Risk
The risk that the issuer of bonds with ratings of BB (S&P) or Ba (Moody's) or
below will default or otherwise be unable to honor a financial obligation. These
securities are considered to be of poor standing and are predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations and involve major risk
exposure. Bonds in this category may also be called "high yield bonds" or "junk
bonds."

Industry Concentration Risk
The risk that changes in economic, political or other conditions may have a
particularly negative effect on issuers in an industry in which a Fund's
investments are concentrated. The U.S. Real Estate Equity Fund invests primarily
in securities issued by REITs. There is, therefore, a risk that changes in real
estate values or economic downturns can have a substantial impact on the Fund's
investments.
<PAGE>

Risk Considerations (cont.)
--------------------------------------------------------------------------------

Interest Rate Risk
The risk that changing interest rates may adversely affect the value of an
investment. With fixed-rate securities, an increase in prevailing interest rates
typically causes the value of a Fund's securities to fall, while a decline in
prevailing interest rates may produce an increase in the market value of fixed
income securities. Changes in interest rates will affect the value of
longer-term fixed income securities more than shorter-term securities and lower
quality securities more than higher quality securities.

Market Risk
The risk that the market value of a Fund's investments will fluctuate as the
stock and bond markets fluctuate. Market risk may affect a single issuer,
industry or section of the economy, or it may affect the market as a whole.

Non-Diversification Risk
The risk that a non-diversified Fund will be more volatile than a diversified
Fund because it invests its assets in a smaller number of issuers. The gains or
losses on a single security or issuer will, therefore, have a greater impact on
the non-diversified Fund's net asset value.

Prepayment Risk
The risk that issuers will prepay fixed rate obligations when interest rates
fall, forcing the Fund to re-invest in obligations with lower interest rates
than the original obligations.

Small Company Risk
The risk that investments in smaller companies may be more volatile than
investments in larger companies, as smaller companies generally experience
higher growth and failure rates. The trading volume of smaller company
securities is normally lower than that of larger companies. Changes in the
demand for the securities of smaller companies generally have a disproportionate
effect on their market price, tending to make prices rise more in response to
buying demand and fall more in response to selling pressure.

10
<PAGE>

Fund Performance

The charts and tables which follow give an indication of the Funds' risks and
performance. Each chart shows you how a Fund's performance has varied from year
to year. The table compares the Fund's performance over time to that of a broad
measure of market performance. When you consider this information, please
remember that the Funds' past performance is not necessarily an indication of
how they will perform in the future.

There is no performance quoted for the Global Technology Fund, Global Biotech
Fund, U.S. Value Equity Fund, U.S. Small Cap Equity Fund, U.S. Real Estate
Equity Fund, Emerging Markets Debt Fund or Emerging Markets Equity Fund as the
Funds had either less than one year of operations or had not commenced
investment operations as of the date of this prospectus.

Brinson Global Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September 30,
2000 was -0.18%.

Best Quarter: Q2 1997 8.24%
Worst Quarter: Q3 1998 -5.32%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
1 Year 5 Year 10 Year (8/31/92)
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson Global Fund Class I 1.49% 11.56% -- 9.51%
Salomon Smith Barney World Gov't. Bond Index/2/ -4.26 6.42 -- 6.06
MSCI World Equity (Free) Index/3/ 25.12 20.09 -- 17.22
GSMI Mutual Fund Index/4/ 16.85 17.03 -- 14.07
</TABLE>

/2/ The Salomon Smith Barney World Government Bond Index represents the broad
global fixed income markets and includes debt issues of U.S. and most
developed international governments, governmental entities and
supranationals.

/3/ The MSCI World Equity (Free) Index is a broad-based securities index that
represents the U.S. and developed international equity markets in terms of
capitalization and performance. It is designed to provide a representative
total return for all major stock exchanges located inside and outside the
United States.

/4/ The Global Securities Markets Index (GSMI) Mutual Fund Index is the
benchmark for the Global Fund, and is an unmanaged index compiled by
Brinson Partners. It is currently constructed as follows: 40% Wilshire 5000
Equity Index, 22% MSCI World Ex USA (Free) Index, 21% Salomon Smith Barney
Broad Investment Grade (BIG) Bond Index, 9% Salomon Smith Barney Non-U.S.
Government Bond Index, 3% Merrill Lynch High Yield Master Index, 3% MSCI
Emerging Markets Free Index and 2% JP Morgan EMBI Global.

11
<PAGE>

Fund Performance (cont.)

Brinson Global Equity Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September 30,
2000 was -5.94%.

Best Quarter: Q4 1998 14.25%
Worst Quarter: Q3 1998 -9.97%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
1 Year 5 Year 10 Year (1/31/94)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson Global Equity Fund Class I 12.87% 15.29% -- 11.94%
MSCI World Equity (Free) Index/2/ 25.12 20.09 -- 16.52
</TABLE>

/2/ The MSCI World Equity (Free) Index is the benchmark for the Global Equity
Fund, and is a broad-based index that represents the U.S. and developed non-
U.S. equity markets in terms of capitalization and performance. It is
designed to provide a representative total return for all major stock
exchanges located inside and outside the U.S.

Brinson Global Bond Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September 30,
2000 was -4.20%.

Best Quarter: Q3 1998 6.06%
Worst Quarter: Q3 2000 -3.77%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
Year 5 Year 10 Year (7/31/93)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson Global Bond Fund Class I -6.27% 7.00% -- 5.45%
Salomon Smith Barney World Gov't. Bond Index/2/ -4.26 6.42 -- 6.02
</TABLE>

/2/ The Salomon Smith Barney World Government Bond Index is the benchmark for
the Global Bond Fund, and represents the broad global fixed income markets
and includes debt issues of U.S. and most developed non-U.S. governments,
governmental entities and supranationals.

12
<PAGE>

Fund Performance (cont.)

Brinson U.S. Balanced Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September 30,
2000 was 6.36%.

Best Quarter: Q2 1997 7.10%
Worst Quarter: Q3 1999 -5.12%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
1 Year 5 Year 10 Year (12/31/94)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Balanced Fund Class I -6.95% 10.09% -- 10.09%
Salomon Smith Barney BIG Bond Index/2/ -0.84 7.74 -- 7.74
Wilshire 5000 Equity Index/3/ 23.56 27.06 -- 27.06
U.S. Balanced Mutual Fund Index/4/ 14.66 20.14 -- 20.14
</TABLE>

/2/ The Salomon Smith Barney BIG Bond Index is a broad-based index that includes
U.S. bonds with over one year to maturity.

/3/ The Wilshire 5000 Equity Index is a broad-based, market capitalization
weighted index that includes all U.S. common stocks. It is designed to
provide a representative indication of the capitalization and return for the
U.S. equity market.

/4/ The U.S. Balanced Mutual Fund Index is the benchmark for the U.S. Balanced
Fund, and is an unmanaged index compiled by Brinson Partners and represents
a fixed composite of 65% Wilshire 5000 Equity Index and 35% Salomon Smith
Barney BIG Bond Index.

Brinson U.S. Equity Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September 30,
2000 was -1.49%.

Best Quarter: Q4 1998 16.35%
Worst Quarter: Q3 1999 -14.25%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
1 Year 5 Year 10 Year (2/28/94)
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Equity Fund Class I -4.05% 20.17% -- 16.71%
Wilshire 5000 Equity Index/2/ 23.56 27.06 -- 22.60
</TABLE>

/2/ The Wilshire 5000 Equity Index is the benchmark for the U.S. Equity Fund,
and is a broad-based, market capitalization weighted index that includes all
U.S. common stocks. It is designed to provide a representative indication of
the capitalization and return for the U.S. equity market.

13
<PAGE>

Fund Performance (cont.)

Brinson U.S. Large Cap Equity Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September 30,
2000 was -4.29%.

Best Quarter: Q4 1998 15.44%
Worst Quarter: Q3 1999 -15.36%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
1 Year 5 Year 10 Year (4/30/98)
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Large Cap Equity Fund Class I 11.05% -- -- -3.53%
S&P 500 Index/2/ 21.04 -- -- 19.85
</TABLE>

/2/ The S&P 500 Index is the benchmark for the U.S. Large Cap Equity Fund, and
is a broad capitalization market-weighted index that includes common stocks
of the leading companies in the top industries in the U.S. It is designed to
provide a representative indication of the capitalization and return of the
large cap U.S. equity market.

Brinson U.S. Large Cap Growth Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September 30,
2000 was -2.31%.

Best Quarter: Q4 1998 26.41%
Worst Quarter: Q3 1998 -12.67%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
1 Year 5 Year 10 Year (4/30/98)
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Large Cap Growth Fund Class I 32.73% -- -- 28.53%
Russell 1000 Growth Index/2/ 33.16 -- -- 36.00
S&P 500 Index/3/ 21.04 -- -- 26.23
</TABLE>

/2/ The Russell 1000 Index measures the performance of the 1,000 largest
companies in the Russell 3000 Index, which represents approximately 92% of
the total market capitalization of the Russell 3000 Index. As of the latest
reconstitution, the average market capitalization of the Russell 1000 Index
was approximately $12.1 billion; the median market capitalization was
approximately $3.8 billion. The smallest company in the index had an
approximate market capitalization of $1,350.8 million. The Russell 1000
Growth Index measures the performance of those Russell 1000 companies with
higher price-to-book ratios and higher forecasted growth values.

/3/ The Advisor has changed the Fund's benchmark index from the S&P 500 Index to
the Russell 1000 Growth Index based on the Advisor's determination that the
Russell 1000 Growth Index is more representative of the Fund's investment
strategies. The S&P 500 Index is a broad capitalization market-weighted
index that includes common stocks of the leading companies in the top
industries in the United States. It is designed to provide a representative
indication of the capitalization and return of the large cap U.S. equity
market.

14
<PAGE>

Fund Performance (cont.)

Brinson U.S. Small Cap Growth Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September 30,
2000 was 38.25%.

Best Quarter: Q4 1999 32.94%
Worst Quarter: Q3 1998 -23.86%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
1 Year 5 Year 10 Year (9/30/97)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Small Cap Growth Fund Class I 41.70%/2/ -- -- 10.33%
Russell 2000 Growth Index/3/ 43.09 -- -- 13.51
Russell 2000 Index/4/ 21.26 -- -- 6.08
</TABLE>

/2/ A significant portion of the Fund's return was attributable to its
investment in initial public offering ("IPO") securities. While some IPO
securities have shown dramatic increases in price in the short term,
adverse economic conditions could result in lower market prices for IPO
securities.

/3/ The Russell 2000 Growth Index is an unmanaged index composed of those
companies in the Russell 2000 Index with higher price-to-book ratios and
higher forecasted growth values. The Russell 2000 Index is an index
composed of the 2,000 smallest companies in the Russell 3000 Index, which
represents approximately 8% of the total market capitalization of the
Russell 3000 Index.

/4/ The Advisor has changed the Fund's benchmark index from the Russell 2000
Index to the Russell 2000 Growth Index based on the Advisor's determination
that the Russell 2000 Growth Index is more representative of the Fund's
investment strategies.

Brinson U.S. Bond Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was 6.36%.

Best Quarter: Q4 1995 4.55%
Worst Quarter: Q1 1996 -2.23%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
1 Year 5 Year 10 Year (8/31/95)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Bond Fund Class I -1.04% -- -- 5.94%
Salomon Smith Barney BIG Bond Index/2/ -0.84 -- -- 6.05
</TABLE>

/2/ The Salomon Smith Barney BIG Bond Index is the benchmark for the U.S.
Bond Fund, and is a broad-based index that includes U.S. bonds with over
one year to maturity.

15
<PAGE>

Fund Performance (cont.)

Brinson High Yield Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September 30,
2000 was -0.88%.

Best Quarter: Q4 1998 4.32%
Worst Quarter: Q1 2000 -3.85%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
1 Year 5 Year 10 Year (9/30/97)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson High Yield Fund Class I 4.85% -- -- 6.66%
Merrill Lynch High Yield Master Index/2/ 1.57 -- -- 3.48
</TABLE>

/2/ The Merrill Lynch High Yield Master Index is the benchmark for the High
Yield Fund, and is an index of publicly placed non-convertible, coupon-
bearing U.S. domestic debt with a term to maturity of at least one year.

Brinson International Equity Fund Class I
Annual Total Returns for the periods ended 12/31/1/

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was -11.19%.

Best Quarter: Q4 1998 17.15%
Worst Quarter: Q3 1998 -13.66%

Average Annual Total Returns
(for the periods ended 12/31/99)

<TABLE>
<CAPTION>
Performance
Inception
1 Year 5 Year 10 Year (8/31/93)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson International Equity Fund Class I 19.16% 13.42% -- 10.01%
MSCI World Ex USA (Free) Index/2/ 27.77 13.12 -- 11.28
</TABLE>

/2/ The MSCI World Ex USA (Free) Index is the benchmark for the International
Equity Fund, and is an unmanaged, market driven broad based securities
index which includes non-U.S. equity markets in terms of capitalization and
performance.

16
<PAGE>

Fees and Expenses

The tables below describe the fees and expenses that you may pay if you buy and
hold shares of The Brinson Funds--Class I shares.

Shareholder Transaction Fees
(fees paid directly from your investment)

Sales Charge (Load) Imposed on Purchases None

Emerging Markets Equity Fund:
Purchase/Redemption Transaction Fee 1.50%*

*This transaction charge is paid to the Fund and used by it to defray
transaction costs associated with each purchase and sale of securities by the
Fund.

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets, expressed as a % of average net
assets)

<TABLE>
<CAPTION>
Net Annual
Amount of Fee Fund Operating
Total Annual Waiver and/or Expenses (after fee
Management Other Fund Operating Expense waiver and/or expense
(6/30/00) Fees/1/ Expenses/1/ Expenses/1/ Reimbursement/1/ reimbursement)/1/
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Global Fund 0.80% 0.19% 0.99% 0.00% 0.99%
Global Equity Fund 0.80 0.28 1.08 0.08 1.00
Global Technology Fund/2/ 1.40 11.88 13.28 11.73 1.55
Global Biotech Fund/3/ 1.15 8.95 10.10 8.80 1.30
Global Bond Fund 0.75 0.26 1.01 0.11 0.90
U.S. Balanced Fund 0.70 0.30 1.00 0.20 0.80
U.S. Equity Fund 0.70 0.14 0.84 0.04 0.80
U.S. Value Equity Fund/4/ 0.70 0.15 0.85 0.00 0.85
U.S. Large Cap Equity Fund 0.70 0.57 1.27 0.47 0.80
U.S. Large Cap Growth Fund 0.70 1.16 1.86 1.06 0.80
U.S. Small Cap Equity Fund/4/ 1.00 0.15 1.15 0.00 1.15
U.S. Small Cap Growth Fund 1.00 0.31 1.31 0.16 1.15
U.S. Real Estate Equity Fund/4/ 0.90 0.15 1.05 0.00 1.05
U.S. Bond Fund 0.50 0.17 0.67 0.07 0.60
High Yield Fund 0.60 0.26 0.86 0.16 0.70
Emerging Markets Debt Fund/4/ 0.65 0.50 1.15 0.00 1.15
International Equity Fund 0.80 0.19 0.99 0.00 0.99
Emerging Markets Equity Fund/4/ 1.10 0.50 1.60 0.00 1.60
</TABLE>

(1) The Advisor has irrevocably agreed to permanently waive its fees and
reimburse certain expenses so that total operating expenses of the Funds do not
exceed the percentages noted in the chart on page 24.

(2) The fees and expenses for the Global Technology Fund are based on the fees
and expenses incurred for the period May 26, 2000 to June 30, 2000 (annualized).

(3) The fees and expenses for the Global Biotech Fund are based on the fees and
expenses incurred for the period June 2, 2000 to June 30, 2000 (annualized).

(4) The fees and expenses noted for the U.S. Value Equity Fund, U.S. Small Cap
Equity Fund, U.S. Real Estate Equity Fund, Emerging Markets Debt Fund and
Emerging Markets Equity Fund are based on estimates.

17
<PAGE>

Fees and Expenses (cont.)

Expense Example
This example is intended to help you compare the cost of investing in the
Brinson Funds--Class I shares to the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in a Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs and the
return on your investment may be higher or lower, based on these assumptions
your costs would be:

1 year 3 years 5 years 10 years
--------------------------------------------------------------------------------
Global Fund $ 101 $ 315 $ 547 $1,213
Global Equity Fund 102 318 552 1,225
Global Technology Fund 158 490 845 1,845
Global Biotech Fund 132 412 713 1,568
Global Bond Fund 92 287 498 1,108
U.S. Balanced Fund 82 255 444 990
U.S. Equity Fund 82 255 444 990
U.S. Value Equity Fund 87 271 -- --
U.S. Large Cap Equity Fund 82 255 444 990
U.S. Large Cap Growth Fund 82 255 444 990
U.S. Small Cap Equity Fund 117 365 -- --
U.S. Small Cap Growth Fund 117 365 633 1,398
U.S. Real Estate Equity Fund 107 334 -- --
U.S. Bond Fund 61 192 335 750
High Yield Fund 72 224 390 871
Emerging Markets Debt Fund 117 365 -- --
International Equity Fund 101 315 547 1,213
Emerging Markets Equity Fund 463 811 -- --

Except for the Emerging Markets Equity Fund, you would pay the same expenses if
you did not redeem your shares. Your expenses if you did not redeem your shares
of the Emerging Markets Equity Fund would be as follows:

1 year 3years
--------------------------------------------
Emerging Markets Equity Fund $310 $647

18
<PAGE>

Securities Selection Process
--------------------------------------------------------------------------
What is the investment philosophy and process of The Brinson Funds?

Creating value-added investment portfolios is a three-stage process at The
Brinson Funds.

1) Research - Identifying the Opportunity

2) Portfolio Construction & Risk Control - Capturing the Opportunity

3) Execution - Delivering the Portfolio

Research

Our research combines both top-down and bottom-up analyses.From the
"top-down," we seek to identify broad economic and market shaping
trends that influence asset prices. These encompass both long-term and
short-term economic factors and market-shaping themes, ranging from
global interest rate and inflation estimates to strategic sector and
industry developments. We seek to identify broad trends that will
affect the investment landscape, and take advantage of them before
other investors do. From the "bottom-up," we research the very
specific factors that affect the cash flows of potential investments
around the world. For example, when analyzing stocks, we often meet
with companies' management teams, tour their facilities, speak with
their suppliers and distributors, and often engage industry-leading
experts to help us better understand the intricacies of their
businesses. Importantly, this research is integrated around the world,
giving us the ability to take advantage of a wide array of investment
opportunities. With more and more companies selling their goods and
services to consumers around the world, we believe that a global
presence is critical. Our research teams are located in all of the
world's major financial markets and utilize a consistent framework for
researching and analyzing investments. They rank the investment
opportunities found in the global marketplace and describe the most
likely risk and return scenarios that will occur within and across
their focused sets of potential investments.

Portfolio Construction & Risk Control

Once the research teams have identified the opportunities, seasoned
teams of investment specialists select investments for the Funds'
portfolios, taking into account both the potential return as well as
the potential risks inherent in each investment. Because many factors
that influence investments are interactive, understanding how
investments behave in relation to one another is a key part of
constructing a sound investment portfolio. When a new security is
considered for inclusion in a portfolio, a detailed analysis of how it
will affect the overall composition of the portfolio is undertaken.
This involves looking at both absolute risk as well as the risk
relative to the appropriate benchmark. The Brinson Funds has a
dedicated risk analysis team that uses risk analysis tools and
techniques to further mitigate investment risks. Working together with
this dedicated risk analysis team, our portfolio construction teams
select investments and determine the weights those investments will be
given within the portfolios.

Execution

We believe that "Execution supercedes intention." That is why we
devote a great deal of resources to attempting to ensure that our
investment decisions are implemented quickly and in the most cost-
effective way for our clients. Our experienced teams of traders are
located around the world and have integral knowledge of the markets in
which the Funds invest. By leveraging our global resources, we are
able to quickly and efficiently access financial markets around the
globe to execute our investment strategies.

Are there categories within which each Brinson Fund falls based on its
investment strategy?

Each Brinson Fund is categorized by portfolio type. This categorization is
based on the investment strategy that is pursued for each Fund by the Advisor.
The explanations which follow are intended to answer questions about why the
categories exist and how securities are selected for each strategy type.

19
<PAGE>

Securities Selection Process (cont.)
----------------------------------------------------------------------

What are the broad strategy types(or asset classes) for The Brinson Funds?

There are three broadly defined asset classes represented in this prospectus:
Balanced Funds, Bond Funds and Equity Funds. Bond Funds invest primarily in
fixed income or debt securities issued by corporations and government
entities. Equity Funds invest primarily in publicly-traded equity securities--
stock issued by corporations. Balanced Funds invest in both stock and fixed
income securities.

Within the Equity Funds, what are the more specific strategy types?

The Brinson Equity Funds can be categorized into three categories: Core/Value
Equity Funds, Growth Equity Funds and Specialized Sector Funds. The "Principal
Investment Strategies" section of this prospectus provides strategy overviews
of each of the Funds.

Which Brinson Funds are included in each category?

The Brinson Funds are categorized as follows:

Balanced Funds: Global Fund, U.S. Balanced Fund

Bond Funds: Global Bond Fund, U.S. Bond Fund, High Yield Fund, Emerging
Markets Debt Fund

Equity Funds:

. Growth Equity Funds: U.S. Large Cap Growth Fund, U.S. Small Cap Growth Fund

. Specialized Sector Funds: Global Technology Fund, Global Biotech Fund, U.S.
Real Estate Equity Fund

How are securities selected for the Core/Value Equity Funds discussed in this
prospectus?

Our Core/Value approach is simple. When the Advisor's estimation of an
investment's fundamental value is greater than its current market price, we
will consider it as a candidate for inclusion in the Funds' portfolio.

Fundamental Value is the value (in today's terms) of the future cash
flowsthat an investment will generate for its investors.

Market Price is the price investors will pay to acquire a particular asset
in the investment marketplace today.

For each stock under our analysis, we estimate a fundamental value using
disciplined quantitative techniques that incorporate our team of analysts'
considerations of company management, competitive advantage, and each
company's core competencies. These value estimates are then compared to
current market prices and ranked against the other stocks in our valuation
universe. Portfolios are constructed by focusing on those stocks that rank in
the top 20% of the valuation output. Each Fund's risk is carefully monitored,
with consideration given to market sensitivity, common factor exposures (e.g.,
size, momentum), industry weightings and individual stock selection.

How are securities selected for the Growth Equity Funds discussed in this
prospectus?

In the growth universe, we seek to invest in companies that possess a dominant
market position and franchise, a major technical edge or a unique competitive
advantage. Factors employed in our quantitative disciplines include earnings
revision trends, positive stock price momentum and sales acceleration. Our
investment professionals then conduct intensive fundamental research on the
universe of companies identified as attractive by our quantitative models.
Portfolios are constructed and monitored with close adherence to risk control
guidelines.

20
<PAGE>

Securities Selection Process (cont.)
----------------------------------------------------------------------

How are securities selected for the Specialized Sector Funds discussed in this
prospectus?

Security selection for these Funds is similar to that of our Growth Funds.
Investment decisions rely on quantitative analysis and screening, as well as
fundamental research and valuation work. This process narrows the universe of
stocks in the sector to those which, in our assessment, have a fundamental
value greater than the market price. We then compare these stocks to determine
their attractiveness relative to each other, and select those with the most
favorable return and risk profiles for the Fund.

What is different or unique about the Specialized Sector Funds?

Our Specialized Sector Funds were created in response to changing market
conditions, and for the varied and dynamic needs of our clients and
shareholders. These Funds are diversified among narrower market segments than
our Core/Value and Growth Funds, and are intended to complement a diversified
investment program.

How are securities selected for the Bond Funds discussed in this prospectus?

We use an internally developed valuation model for fixed income selections for
our Funds, which quantifies our return expectations for all of the major bond
markets. Inputs to this model include forecasts of inflation, risk premiums
and interest rates. We determine optimal country and currency weightings based
on our assessments of global macroeconomic and political landscapes. Our
credit review process incorporates both a top-down strategy, which focuses on
how macroeconomic forces shape various industry outlooks, and a bottom-up
strategy, looking at specific debt securities, which relies on a combination
of qualitative and quantitative factors. Our qualitative assessment focuses on
management strength, market position, competitive environment and financial
flexibility. Our quantitative assessment focuses on historical operating
results, calculation of various credit ratios and an expected future outlook.
With the exception of the High Yield Fund and the Emerging Markets Debt Fund,
our fixed income selections generally include all categories of investment
grade fixed income securities, which are high credit quality debt investments,
and emphasize the higher quality securities in this spectrum (those with a
credit rating of AA and above and lower probability of default). Our fixed
income strategies combine judgments about the absolute value of the fixed
income universe and the relative value of issuer sectors, maturity intervals,
duration of securities, quality and coupon segments and specific circumstances
facing the issuers of fixed income securities. Duration management involves
adjusting the sensitivity to interest rates of the holdings within a country.
We manage duration by choosing a maturity mix that provides opportunity for
appreciation while also limiting interest rate risks. Depending on market
conditions, undervalued securities may be found in different countries,
sectors and durations. Therefore, all investment decisions are interrelated
and made using ongoing country/currency, sector, security and duration
research conducted on a global basis.

How are the Balanced Funds discussed in this prospectus constructed?

Bonds are selected for these Funds using the approach described above. Stocks
are chosen for the Balanced Funds using our core/value equity process. One of
the most important investment decisions, with respect to the Balanced Funds,
is what proportion of the Funds' assets to invest in each of the major asset
classes (i.e., how much to invest in U.S. bonds, U.S. equities, international
bonds, international equities, etc). This is known as the asset allocation
decision.

Within each of these asset classes, we also analyze countries and market
segments, searching out attractive investment opportunities at these broad
levels. For example, in constructing the Global Fund, we utilize a proprietary
fundamental valuation model that examines the relative attractiveness of each
global market. If we are indifferent among markets, we would opt for normal
weights as determined by the proportion of each market in the Fund's
benchmark. See page 11 for a definition of the benchmark. Around this
benchmark, we construct a range which defines the limits of our normal
exposure; the use of ranges permits active market selection while
simultaneously ensuring a controlled minimum level of diversification.

21
<PAGE>

Securities Selection Process (cont.)
----------------------------------------------------------------------

Many of the Funds invest either globally or internationally. How diversified are
they with respect to the countries they invest in?

The Funds that invest either globally or internationally 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.

What investment practices apply to all of The Brinson Funds?

Unless otherwise stated, each of the following policies applies to all of the
Funds.

. Cash and Cash Equivalents

Each Fund may invest in cash or cash equivalent instruments, including units
of an affiliated unregistered money market fund. When unusual market
conditions warrant, a Fund may make substantial temporary defensive
investments in cash equivalents. When a Fund invests for defensive purposes,
it may affect the attainment of the Fund's objective. See the SAI for further
information.

. Portfolio Turnover

The Funds generally intend to purchase securities for long-term investment.
Portfolio turnover rates are not a factor in making buy and sell decisions.
Increased portfolio turnover may result in higher costs for brokerage
commissions, dealer mark-ups and other transaction costs. It may also result
in taxable gains. Higher costs associated with increased portfolio turnover
may offset gains in a Fund's performance. The portfolio turnover for the
following Funds may exceed 100%: Global, Global Equity, Global Technology,
Global Biotech, Global Bond, U.S. Balanced, U.S. Large Cap Equity, U.S. Small
Cap Growth, U.S. Real Estate Equity and U.S. Bond.

What are benchmarks (or indices) and how are they used?

Benchmarks are passive groupings of securities that serve as standards of
measurement for making risk and performance comparisons to actively managed
investment portfolios. The Funds' total returns are compared to the total
returns of their benchmarks in the Fund Performance section of this
prospectus. Benchmarks give the Fund's shareholders an objective target
against which to judge the Advisor's performance. The precise selection of
benchmarks is often critical to understanding and evaluating performance.
Today, nearly all institutional investors assign their investment advisors a
benchmark against which the advisor's performance is evaluated.

The Brinson Funds have adopted widely recognized industry benchmarks against
which they evaluate the performance of the Funds as well as the Funds'
management teams. In addition to these widely recognized indices, for some
Funds, the Advisor has chosen a benchmark that is more narrowly defined, or
that is more closely aligned to the types of investments held in the Funds.

For the Balanced Funds, Bond Funds and Core/Value Equity Funds, benchmarks
play an even greater role in the investment management process. The Funds'
managers attempt to add value by employing various strategies of overweighting
and underweighting broad country, sector and factor groupings relative to the
assigned benchmarks. For example, if the passive benchmark has 30% of its
stock weightings in technology companies, one of the active management
decisions that the Advisor makes is to hold more (overweight) or less
(underweight) of the Fund's investments in technology companies. The same type
of decision can then be made with respect to broadly aggregated factors like
companies' earnings volatility or Price/Earnings ratios. By using the
benchmark as a guide, and having limits to how much the Fund positions can
deviate from the benchmark, diversification is ensured and the risk of large
unexpected deviations from the benchmark should be mitigated.

In cases where no suitable (or industry standard) benchmark exists, the
Advisor constructs benchmarks by appropriately weighting and combining
component benchmarks created by external data providers.

22
<PAGE>

Securities Selection Process (cont.)
----------------------------------------------------------------------

What does "non-diversified" mean?

Some Funds are referred to as "non-diversified Funds." A non-diversified Fund
invests in fewer securities. This means that gains or losses on a single
security or issuer held by the Fund can potentially result in increased
fluctuations in the net asset value of the Fund.

Many of the Equity Fund names make reference to the "cap" (or market
capitalization) of the investments they hold. What does it mean, and what is its
significance?

The market capitalization of a stock is defined as the total number of shares
of the stock that are outstanding multiplied by the current market price of
the stock. It is a measure of the total dollar value (or size) of the
company's outstanding stock positions. Larger companies have historically been
viewed by investors as more stable than smaller companies; and their shares
are generally more widely held, thus more easily and frequently traded. A
company's market capitalization is most commonly classified as either "large,"
"intermediate," or "small."

Are these "market cap" classifications constant in terms of size or dollar value
across market segments?

No. Whether a security is classified as "large cap" or "small cap" is
dependent on the universe of securities from which it is drawn. For example,
our definitions of large and small cap are differentfor our Growth Equity
portfolios than for our Core/Value Equity portfolios.

What are the specific definitions of "large cap" and "small cap" for these
different market segments?

Our Core/Value Equity portfolios define "large cap" securities as those
securities with total market capitalization of greater than $9 billion, while
"small cap" securities are those securities with market capitalization less
than $3 billion. For our Growth portfolios, "large cap" refers to securities
with market capitalization greater than $3 billion, while "small cap" refers
to securities with market capitalization less than $1 billion.

Can a Large Cap or Small Cap Fund invest in securities that fall outside these
market capitalization definitions?

Yes, both the large and small capitalization portfolios will invest primarily
in their respective market capitalization segments, however, they may also
invest a portion of their assets in securities that fall outside of the ranges
defined above. Further, if movement in the market price causes a security to
change from one classification to another, the security will not necessarily
be removed from the Fund's portfolio.

23
<PAGE>

Investment Advisor

Advisory Fees
The following chart shows the investment advisory fees payable to Brinson
Partners, before fee waivers, by each Fund during its last fiscal year.

Investment Advisory Fees
(expressed as a percentage of average net assets)

Global Fund 0.80%
Global Equity Fund 0.80
Global Technology Fund/1,2/ 1.40
Global Biotech Fund/1,2/ 1.15
Global Bond Fund 0.75
U.S.Balanced Fund 0.70
U.S. Equity Fund 0.70
U.S. Value Equity Fund/1,2/ 0.70
U.S. Large Cap Equity Fund 0.70
U.S. Large Cap Growth Fund 0.70
U.S. Small Cap Equity Fund/1,2/ 1.00
U.S. Small Cap Growth Fund 1.00
U.S. Real Estate Equity Fund/1,2/ 0.90
U.S. Bond Fund 0.50
High Yield Fund 0.60
Emerging Markets Debt Fund/1,2/ 0.65
International Equity Fund 0.80
Emerging Markets Equity Fund/1,2/ 1.10

(1) Management fees shown for the Global Technology Fund and Global Biotech Fund
are based on estimates as the Funds have had less than one year of operation, as
of the date of this prospectus. Management fees shown for the U.S. Value Equity
Fund, U.S. Small Cap Equity Fund, U.S. Real Estate Equity Fund, Emerging Markets
Debt Fund and Emerging Markets Equity Fund are based on estimates, as the Funds
had not commenced operations as of the date of this prospectus.

(2) The Advisor is entitled to reimbursement of advisory fees waived during any
of the previous five years, provided that the reimbursement will never cause the
total operating expense ratio to exceed the limits in the following table.

The Advisor has irrevocably agreed to waive its fees and reimburse certain
expenses so that the total operating expenses of the Brinson Funds--Class I
shares do not exceed the following amounts for each of the Funds:

Global Fund 1.10%
Global Equity Fund 1.00
Global Technology Fund 1.55
Global Biotech Fund 1.30
Global Bond Fund 0.90

U.S. Balanced Fund 0.80%
U.S. Equity Fund 0.80
U.S. Value Equity Fund 0.85
U.S. Large Cap Equity Fund 0.80
U.S. Large Cap Growth Fund 0.80
U.S. Small Cap Equity Fund 1.15
U.S. Small Cap Growth Fund 1.15
U.S. Real Estate Equity Fund 1.05
U.S. Bond Fund 0.60
High Yield Fund 0.70
Emerging Markets Debt Fund 1.15
International Equity Fund 1.00
Emerging Markets Equity Fund 1.60

Brinson Partners, Inc.
209 South LaSalle Street
Chicago, IL 60604-1295

About the Advisor
Brinson Partners, Inc., a Delaware corporation located in Chicago, Illinois, is
an investment advisor registered with the U.S. Securities and Exchange
Commission. As of June 30, 2000, Brinson Partners was responsible for the
management of over $199 billion in institutional assets.

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 both U.S. and non-U.S. investment portfolios since 1974 and global
investment portfolios since 1982. Brinson Partners is an indirect wholly owned
subsidiary of UBS AG, and a core business area within the UBS Asset Management
Division.

The UBS Asset Management Division is responsible for the institutional
asset management activities of UBS, and employs more than 2,700 people
worldwide. The organization manages over $339 billion of institutional assets,
including $200 billion of discretionary institutional assets on an active basis,
as well as mutual fund assets which total over $139 billion. Clients include
corporations, public funds, endowments, foundations, central banks and other
investors located throughout the world.

24
<PAGE>

Investment Advisor (cont.)

About the Sub-Advisor
The Advisor employs UBS Asset Management (New York), Inc., ("UBS New York") to
serve as sub-advisor to the Global Technology Fund, Global Biotech Fund, U.S.
Large Cap Growth Fund, U.S. Small Cap Growth Fund, U.S. Real Estate Equity Fund
and High Yield Fund. UBS New York is a subsidiary of UBS AG. As of June 30,
2000, UBS New York had approximately $14.98 billion in assets under management.
UBS New York is located at 10 East 50th Street, New York, NY.

Subject to the Advisor's control and supervision, UBS New York is responsible
for managing the investment and reinvestment of that portion of a Fund's port
folio that the Advisor designates from time to time, including placing orders
for the purchase and sale of portfolio securities. UBS New York also furnishes
the Advisor with investment recommendations, asset allocation advice, research
and other investment services subject to the direction of the Trust's Board and
officers.

The Advisor pays UBS New York a portion of the fee the Advisor receives under
its investment advisory agreement with each Fund subadvised by UBS New York. See
the SAI for further information.

Portfolio Management
Investment decisions for the Funds are made by investment management teams at
Brinson Partners and UBS New York. No member of any investment management team
is primarily responsible for making recommendations for portfolio purchases.

Pricing of Fund Shares

The Brinson Fund - Class I shares are bought and sold at net asset value
("NAV"), which is calculated as of the close of business on each day that the
New York Stock Exchange ("NYSE") is open (currently 4:00 p.m. Eastern time). The
NAV of a class of shares of a Fund is determined by dividing the value of the
securities and other assets, less liabilities, allocated to the class by the
number of outstanding shares of the class. A Fund's securities are valued based
on the last sale price or, where market quotations are not readily available,
are based on fair value as determined in good faith by the Trust's Board of
Trustees.

Foreign securities are valued at their closing prices on the exchange on which
they are traded. The resulting values are converted from the local currency into
U.S. Dollars using current exchange rates. Foreign securities may trade in their
local markets on weekends or other days when a Fund does not price its shares.
Therefore, the NAV of Funds holding foreign securities may change on days when
shareholders will not be able to buy or sell their Fund shares.

Purchase and redemption orders for shares received in good form by the close of
regular trading (currently 4:00 p.m., Eastern time) are priced according to the
NAV determined on that day. Purchase and redemption orders received after the
close of trading are priced according to the next determined price per share.
The Funds reserve the right to change the time at which purchases and
redemptions are priced if the NYSE closes at a time other than 4:00 p.m. Eastern
time or if an emergency exists.

25
<PAGE>

Purchasing Shares

The minimum initial investment for shares of the Global Technology Fund, Global
Biotech Fund and U.S. Real Estate Equity Fund is $2,500. Subsequent investments
for shares of the Global Technology Fund, Global Biotech Fund and U.S. Real
Estate Equity Fund will be accepted in minimum amounts of $100. The minimum
initial investment for shares of each other Fund is $1,000,000. Subsequent
investments for shares of each other Fund will be accepted in minimum amounts of
$2,500. The minimum purchase requirement for Individual Retirement Accounts
("IRAs") is $2,000. The Funds reserve the right to vary the investment minimums
and subsequent minimums for additional investments at any time. In addition,
Brinson Partners may waive the minimum initial investment requirement for any
investor at its discretion. Purchases may be made in one of the following ways:

By Telephone

Call 1-800-448-2430 to arrange for a telephone transaction.

If you want to make future transactions (e.g., purchase additional shares,
redeem or exchange shares) by telephone, you will need to elect this option
either on the initial application or subsequently in writing.

By Mail

Complete and sign an application for Class I shares.

Make your check payable to "Brinson ___________ Fund - Class I."

If you are adding to your existing account, enclose the remittance portion of
your account statement and include the amount of investment, account name and
number.

Mail your application and/or check to:

The Brinson Funds
c/o Transfer Agent
P.O. Box 2798
Boston, MA
02208-2798

By Wire

If you are opening a new account, call the Funds at 1-800-448-2430 to arrange
for a wire transaction.

Then wire federal funds to:

The Chase Manhattan Bank

ABA #021000021
DDA #9102-783504
FBO: "Brinson

_________ Fund - Class I" and include your name and new account
number.

Complete and sign an application for Class I shares and mail immediately
following the initial wire transaction to:
The Brinson Funds
c/o Transfer Agent
P.O. Box 2798
Boston, MA
02208-2798

If you are adding to your existing account, you do not need to call the Funds to
arrange for a wire transaction, but be sure to include your name and account
number.

If you have any questions or need further information, call 1-800-448-2430.

The Brinson Funds strongly discourage market timers and short-term traders from
investing in the Funds.

26
<PAGE>

Purchasing Shares (cont.)

Through Financial Institutions/Professionals

In some cases, the Funds have entered into one or more Sales Agreements with
brokers, dealers or other financial intermediaries ("Service Providers"), as
well as with financial institutions (banks and bank trust departments) (each an
"Authorized Dealer"). The Authorized Dealer, or intermediaries designated by the
Authorized Dealer (a "Sub-designee"), may accept purchase and redemption orders
that are in "good form" on behalf of the Funds. A Fund will be deemed to have
received a purchase or redemption order when the Authorized Dealer or Sub-
designee accepts the order. Such orders will be priced at the Fund`s net asset
value next computed after such order is accepted by the Authorized Dealer or
Sub-designee. These Authorized Dealers may charge the investor a transaction fee
or other fee for their services at the time of purchase. These fees would not be
otherwise charged if you purchased shares directly from the Funds. It is the
responsibility of such Authorized Dealers or Sub-designees to promptly forward
purchase orders with payments to the Funds.

Telephone orders are accepted from broker-dealers or service organizations if
they have been previously approved by the Funds.

Automatic Investment Plan

Through this option, money can be electronically deducted from your checking,
savings or bank money market accounts and invested in the Funds each month or
quarter.

Complete the Automatic Investment Plan Application, which is available upon
request by calling 1-800-448-2430, and mail it to the address indicated.

The initial $2,500 minimum investment still applies for the Global Technology
Fund, Global Biotech Fund and U.S. Real Estate Equity Fund, however, subsequent
investments in these Funds can be as little as $100. The initial $1,000,000
minimum investment still applies to each of the other Funds, however, subsequent
investments can be as little as $2,500.

Systematic Withdrawal Plan

The Funds may alter or terminate the Automatic Investment Plan at any time.

If you have a minimum of $2,500 in your account with the Global Technology Fund,
Global Biotech Fund or U.S. Real Estate Equity Fund, or a minimum of $1,000,000
in your account with any of the other Funds, you may direct the transfer agent
to make payments to you (or anyone you designate) monthly, quarterly or semi-
annually.

Withdrawals are drawn from share redemptions and must be a minimum of $100 per
payment with respect to the Global Technology Fund, Global Biotech Fund or U.S.
Real Estate Equity Fund, and $500 per payment with respect to each other Fund.
Under the Systematic Withdrawal Plan ("SWP"), you must elect to have dividends
and distributions automatically reinvested in additional Fund shares.

The Funds may terminate any SWP if the value of the account falls below $50,000
due to share redemptions or an exchange of shares for Class I shares of another
Fund.

Account Options

The following account options are available. There are no charges for the
programs noted below and you may change or terminate these plans at any time by
written notice to the Funds.

Individual Retirement Account

You may open an IRA, a tax-deferred retirement account, with the Funds if you
are under age 70 1/2. The minimum purchase requirement for an IRA is $2,000.

27
<PAGE>

Purchasing Shares (cont.)

The Funds will not accept a check endorsed over by a third party. The Funds
reserve the right to reject any purchase order and to suspend the offering of
shares of The Brinson Funds. This includes purchase orders that, in the
reasonable belief of the Funds, have been made by market timers or short-term
traders.

You will be subject to a 1.50% transaction charge in connection with your
purchase of shares of the Emerging Markets Equity Fund. Shares of the Fund are
sold at a price which is equal to the NAV of such shares, plus the transaction
charge. The transaction charge does not apply to the reinvestment of dividends
or capital gains distributions. The transaction charge is paid to the Fund and
used by it to defray the transaction costs associated with each purchase and
sale of securities within the Fund.

Brinson Partners, or its affiliates, may, from its own resources, compensate
Service Providers for services performed with respect to a Fund`s Class I
shares. These services may include marketing, shareholder servicing,
recordkeeping and/or other services. Payments made for any of these purposes may
be made from Brinson Partners' revenues, its profits or any other sources
available. When these service arrangements are in effect, they are generally
made available to all qualified Service Providers.

Exchanging Shares

You can exchange your Class I shares for Class I shares of other Funds.
Exchanges will not be permitted between the Brinson Funds - Class I shares and
either the UBS Investment Funds class of shares or the Brinson Funds - Class N
shares.

Requests for exchanges received prior to the close of regular trading hours on
the NYSE will be processed at the net asset value computed on the date of
receipt. Requests received after the close of regular trading hours will be
processed at the next determined net asset value.

Under certain circumstances, the Funds may:

* Limit the number of exchanges between Funds

* Reject a telephone exchange order

* Modify or discontinue the exchange privilege upon 60 days' written
notice

Exchanged Funds are subject to the minimum initial investment requirement. The
procedures that apply to redeeming shares also apply to exchanging shares.

An exchange is the sale of shares of one Fund and purchase of shares of another
and could result in taxable gain or loss in a non-tax sheltered account.

28
<PAGE>

Redeeming Shares

Your shares will be redeemed at the NAV next calculated after your order is
received by the Funds' transfer agent in good order. Redemption requests
received prior to the close of regular trading hours (generally 4:00 p.m.
Eastern time) on the NYSE will be executed at the net asset value computed on
the date of receipt. Redemption requests received after the close of regular
trading hours will be executed at the next determined NAV. Your order will be
processed promptly and you will generally receive the proceeds within seven
days.

Please note that proceeds for redemption requests made shortly after a recent
purchase by check will be distributed once the check clears, which may take up
to 15 days.

The Funds reserve the right to pay redemptions "in kind" (i.e., payment in
securities rather than in cash) if the amount you are redeeming is large enough
to affect a Fund's operations (for example, if it represents more than $250,000
or 1% of the Fund's assets). In these cases, you might incur brokerage costs
converting the securities to cash.

You will be subject to a 1.50% transaction charge in connection with each
redemption of shares of the Emerging Markets Equity Fund. Redemption requests
for the Emerging Markets Equity Fund are paid at the NAV less the transaction
charge. Redemptions which are made in kind with securities are not subject to
the transaction charge.

You may redeem some or all of your shares any day the NYSE is open for business
by doing one of the following (if you have any questions, call the transfer
agent at 1-800-448-2430).

By Telephone

If you have chosen the telephone redemption privilege on the initial application
or subsequently arranged in writing, you may call 1-800-448-2430 to redeem
shares.

By Mail

Shareholders may sell shares by making a written request to:

The Brinson Funds
c/o Transfer Agent
P.O. Box 2798
Boston, MA 02208-2798

Include signatures of all persons required to sign for transactions, exactly as
their names appear on the account application.

To protect your account from fraud, the Funds may require a signature guarantee
for certain redemptions (see "Signature Guarantees" below).

By Bank Wire

If you have chosen the wire redemption privilege on the initial application or
subsequently arranged in writing, you may request the Funds to wire your
proceeds to a predesignated bank account.

Call 1-800-448-2430.

Wire redemption requests must be received by the transfer agent by 4:00 p.m.
Eastern time for money to be wired the next business day.

Through Financial Institutions/Professionals

Contact your financial institution or professional for more information. If you
purchased shares through an Authorized Dealer or Sub-designee, you should
contact it for more information.

Important note: Each institution or professional may have its own procedures and
requirements for selling shares and may charge fees.

29
<PAGE>

Redeeming Shares (cont.)

Redemption requests should be accompanied by the Fund's name, your Fund account
number and the dollar amount or number of shares to be redeemed. The Fund will
mail a check to your account address or, if you have elected the wire redemption
privilege, the Fund will wire the proceeds to your bank.

Signature Guarantees

To protect your account from fraud, the Fund and its agent may require a
signature guarantee for certain redemptions to verify the identity of the person
who has authorized a redemption from your account. Please contact the Fund for
further information.

Telephone Transactions

You may give up some level of security by choosing to buy or sell shares by
telephone, rather than by mail. The Funds will employ reasonable procedures to
confirm that telephone instructions are genuine. If they do not employ these
procedures, the Funds or the transfer agent may be liable for any losses due to
unauthorized or fraudulent transactions. A written confirmation will be provided
for all purchase, exchange and redemption transactions initiated by telephone.

Transfer of Securities

Under certain circumstances, investors may be permitted to purchase Fund shares
by transferring securities to the Fund that meet the Fund's investment objective
and policies. Please see the SAI for more information.

Dividends and Distributions

Each Fund passes most of its net investment income along to investors in the
form of distributions. All shareholders of a Fund are entitled to a
proportionate share of the Fund's net income and realized capital gains on its
investments.

Net investment income for all of the Funds consists of all dividends and
interest received, less expenses (including fees payable to the Advisor and its
affiliates).

Dividends from net investment income are declared, and paid, by each Fund semi-
annually -- in June and December. In December, the Funds will distribute
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 Fund, if later) and ending October 31. At the
same time, the Funds will distribute all of their net investment income earned
through the end of December and not previously distributed as ordinary (not
capital) income.

Dividends and other distributions paid on each class of shares of a Fund are
calculated at the same time and in the same manner. Dividends on each class
might be affected differently by the allocation of other class-specific
expenses.

Unless you notify the transfer agent in writing that you elect to receive your
income dividends and capital gains distributions in cash, all will be reinvested
automatically in additional Fund shares of the same class of a Fund.
Distribution options may be changed at any time by requesting a change in
writing. Dividends are reinvested on the reinvestment date at the NAV 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.

30
<PAGE>

Tax Considerations

Following is a brief discussion of the general tax treatment of various
distributions from the Funds. It is not an exhaustive discussion, and your
particular tax status may be different. We encourage you to consult with your
own tax advisor about federal, state and local tax considerations.

In general, distributions from a Fund are taxable to you as either ordinary
income or capital gains, depending upon how long the Fund has held the
underlying assets. This is true whether you invest your distributions in
additional shares of a Fund or receive them in cash. Any capital gains
distributed by a Fund are taxable to you as long-term capital gains no matter
how long you have owned your shares.

When you sell or exchange your shares of a Fund, you may have a capital gain or
loss. The tax rate on any gain from the sale or exchange of your shares depends
on how long you have held your shares.

Fund distributions and gains from the sale or exchange of your shares will
generally be subject to state and local income tax. Foreign investors may be
subject to U.S. withholding and estate tax.

If any of the following situations apply to you, the Funds will be required by
the IRS to withhold 31% of your taxable distributions:

* you do not provide your correct taxpayer identification number, or
* you do not certify that such number is correct, or
* the IRS instructs the Fund to do so.

Buying a Dividend

If you buy shares in an Equity Fund just before the Fund makes any distribution,
or if you buy shares in any Bond Fund just prior to a capital gains
distribution, you will receive some of the purchase price back in the form of a
taxable distribution.

Shareholders will be advised annually of the source and the tax status of all
Fund distributions for federal income tax purposes.

Multiple Classes

The Funds are series of The Brinson Funds, a Delaware business trust, and
currently offer three classes of shares: Brinson Funds-Class I, Brinson Funds-
Class N and UBS Investment Funds Class of shares.

31
<PAGE>

[INTENTIONALLY LEFT BLANK]

32
<PAGE>

Financial Highlights

The financial highlights table is intended to help you understand a Fund's
financial performance for the past five years (or, if shorter, the period of the
Fund's operations). Certain information reflects financial results for a single
Fund share. The total returns in the table represent the rate that an investor
would have earned (or lost) on an investment in each Fund (assuming reinvestment
of all dividends and distributions).

Global Fund, Global Equity Fund, Global Technology Fund, Global Biotech Fund,
Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Cap Equity
Fund, U.S. Bond Fund and International Equity Fund
The selected financial information in the following table has been audited
by the Funds' independent auditors, whose unqualified report thereon (the
"Report") appears in the Funds' Annual Report to shareholders dated June 30,
2000 (the "Annual Report"). Additional performance and financial data and
related notes are contained in the Annual Report, which is available without
charge upon request. The Funds' financial statements for the fiscal year ended
June 30, 2000 and the Report is incorporated by reference into the SAI.

U.S. Large Cap Growth Fund, U.S. Small Cap Growth Fund and High Yield Fund The
U.S. Large Cap Growth Fund, the U.S. Small Cap Growth Fund and the High Yield
Fund (collectively, the "New Funds") are successors to the UBS Large Cap Growth
Fund, the UBS Small Cap Fund and the UBS High Yield Bond Fund, respectively
(collectively, the "Predecessor Funds"). Each Predecessor Fund, prior to its
merger into a New Fund, operated as a separate portfolio of UBS Private Investor
Funds, Inc., another investment company that was advised by another entity. The
Predecessor Funds had fiscal years ending on December 31. On December 18, 1998,
following the approval of the shareholders of each Predecessor Fund of an
agreement and plan of reorganization, the UBS Large Cap Growth Fund, the UBS
Small Cap Fund and the UBS High Yield Bond Fund were reorganized and merged into
the U.S. Large Cap Growth Fund, the U.S. Small Cap Growth Fund and the High
Yield Fund, respectively. (These transactions are collectively referred to as
the "Reorganizations".) The New Funds had no operations prior to the
Reorganizations. The New Funds have fiscal years ending on June 30.

The selected financial information in the following table, for the
year ended June 30, 2000, has been audited by the Funds' independent auditors,
Ernst & Young LLP, whose unqualified reports on the financial statements
containing such information appear in the Annual Report. The selected financial
information in the following table for the years ended June 30, 1999 and
December 31, 1998 has been audited by the Funds' independent auditors, whose
unqualified reports on the financial statements containing such information
appear in the New Funds' Annual Report to Shareholders (collectively, the "New
Funds' Reports") dated June 30, 1999 and December 31, 1998, respectively. The
selected financial information in the following table for the year ended
December 31, 1997 has been audited by the Predecessor Funds' independent
auditors, whose unqualified reports on the financial statements containing such
information (the "Predecessor Funds' Reports") appear in the Predecessor Funds'
Annual Report to Shareholders dated December 31, 1997 (the "Predecessor Funds'
Annual Report"). Additional performance and financial data and related notes are
contained in the Annual Report, the New Funds' Reports and the Predecessor
Funds' Annual Reports (collectively, the "New Funds' and Predecessor Funds'
Reports"), which are available without charge upon request. The New Funds'
financial statements for the fiscal years ended June 30, 2000, June 30, 1999,
December 31, 1998, and the Predecessor Funds' financial statements for the
fiscal year ended December 31, 1997, and the New Funds' and Predecessor Funds'
Reports, are incorporated by reference into the SAI.

U.S. Value Equity Fund, U.S. Small Cap Equity Fund, U.S. Real Estate Equity
Fund, Emerging Markets Debt Fund and Emerging Markets Equity Fund
No financial information is presented for these Funds as they had not commenced
operations as of the date of this prospectus.

33
<PAGE>

Financial Highlights (cont.)

Financial Highlights--Fiscal Years Ended June 30 and December 31

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' and the Predecessor Funds' financial statements.

<TABLE>
<CAPTION>
Income (Loss) from Investment
Operations Less Distributions
-------------------------------------- ------------------------------
Distributions Distributions
Total from and from and
Net asset Net Net income in excess in excess
value- invest- realized and (loss) from of net of net
beginning ment unrealized investment investment realized
Year of period income (loss) gain (loss) operations income gain
<S> <C> <C> <C> <C> <C> <C>
BRINSON GLOBAL FUND--Class I (Commencement of Operations August 31, 1992)/2/
1995 $ 10.43 0.43 0.86 1.29 (0.27) (0.10)
1996 $ 11.35 0.44 1.37 1.81 (0.62) (0.32)
1997 $ 12.22 0.38 1.79 2.17 (0.61) (0.65)
1998 $ 13.13 0.37 0.62 0.99 (0.65) (0.70)
1999 $ 12.77 0.30 0.25 0.55 (0.46) (0.84)
2000 $ 12.02 0.23/3/ (0.30) (0.07) (0.18) (0.52)

BRINSON GLOBAL EQUITY FUND--Class I (Commencement of Operations January 28, 1994)/2/
1995 $ 9.49 0.18 0.39 0.57 (0.04) (0.09)
1996 $ 9.93 0.18 2.29 2.47 (0.14) (0.69)
1997 $ 11.57 0.16 2.14 2.30 (0.12) (0.99)
1998 $ 12.76 0.22 0.78 1.00 (0.17) (1.05)
1999 $ 12.54 0.14/3/ 1.09 1.23 (0.17) (0.18)
2000 $ 13.42 0.07/3/ 0.27 0.34 (0.08) (1.21)

BRINSON GLOBAL TECHNOLOGY FUND--Class I (Commencement of Operations May 26, 2000)
2000 $ 10.00 -- 1.30 1.30 -- --

BRINSON GLOBAL BIOTECH FUND--Class I (Commencement of Operations June 2, 2000)
2000 $ 10.00 --/3/ 2.08 2.08 -- --

BRINSON GLOBAL BOND FUND--Class I (Commencement of Operations July 30, 1993)/2/
1995 $ 9.55 0.50 0.58 1.08 (0.24) --
1996 $ 10.39 0.84 0.31 1.15 (1.40) (0.10)
1997 $ 10.04 0.67 0.08 0.75 (0.96) (0.19)
1998 $ 9.64 0.43/3/ (0.18) 0.25 (0.31) (0.17)
1999 $ 9.41 0.39/3/ (0.07) 0.32 (0.47) (0.08)
2000 $ 9.18 0.40/3/ (0.43) (0.03) (0.13) (0.01)

BRINSON U.S. BALANCED FUND--Class I (Commencement of Operations December 30, 1994)/2/
1995 $ 10.00 0.23 1.16 1.39 (0.16) --
1996 $ 11.23 0.44 1.04 1.48 (0.43) (0.57)
1997 $ 11.71 0.47 1.29 1.76 (0.40) (0.54)
1998 $ 12.53 0.49/3/ 0.93 1.42 (0.77) (0.94)
1999 $ 12.24 0.34/3/ 0.18 0.52 (0.73) (2.65)
2000 $ 9.38 0.26/3/ (0.74) (0.48) (0.25) (0.06)

BRINSON U.S. EQUITY FUND--Class I (Commencement of Operations February 22, 1994)/2/
1995 $ 9.65 0.16 1.89 2.05 (0.14) (0.03)
1996 $ 11.53 0.17 3.31 3.48 (0.17) (0.25)
1997 $ 14.59 0.15 4.27 4.42 (0.14) (1.23)
1998 $ 17.64 0.19 3.39 3.58 (0.18) (1.13)
1999 $ 19.91 0.17/3/ 2.67 2.84 (0.15) (1.12)
2000 $ 21.48 0.16/3/ (3.75) (3.59) (0.05) (1.77)

BRINSON U.S. LARGE CAP EQUITY FUND--Class I (Commencement of Operations April 6, 1998)/4/
1998 $ 10.00 0.02 (0.20) (0.18) (0.02) --
1999 $ 9.80 0.11/3/ 1.31 1.42 (0.09) --
2000 $ 11.13 0.09/3/ (2.68) (2.59) (0.11) (0.95)
</TABLE>

34
<PAGE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------
Ratio of Net
Ratio of Expenses Investment Income
to Average Net to Average Net
Assets Assets
-------------------- -------------------
Net Net
asset Total assets, Before After Before After
Total value- Return end of expense expense expense expense Portfolio
Distribu- end of (non- period reimburse- reimburse- reimburse- reimburse- turnover
tions period annualized) (in 000s) ment ment ment ment rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(0.37) $ 11.35 12.57% $ 365,678 1.09% N/A 4.27% N/A 238%
(0.94) $ 12.22 16.38% $ 457,933 1.04% N/A 3.69% N/A 142%
(1.26) $ 13.13 18.79% $ 586,667 0.99% N/A 3.03% N/A 150%
(1.35) $ 12.77 8.28% $ 667,745 0.94% N/A 2.70% N/A 88%
(1.30) $ 12.02 4.76% $ 469,080 0.96% N/A 2.23% N/A 105%
(0.70) $ 11.25 (0.48)% $ 284,229 0.99% N/A 1.99% N/A 98%

(0.13) $ 9.93 6.06% $ 20,706 2.06% 1.00% 0.71% 1.77% 36%
(0.83) $ 11.57 25.66% $ 27,126 1.77% 1.00% 0.57% 1.34% 74%
(1.11) $ 12.76 21.26% $ 48,054 1.25% 1.00% 1.35% 1.60% 32%
(1.22) $ 12.54 8.99% $ 22,724 1.02% 1.00% 1.29% 1.31% 46%
(0.35) $ 13.42 10.14% $ 42,106 1.05% 1.00% 1.05% 1.10% 86%
(1.29) $ 12.47 2.69% $ 40,538 1.08% 1.00% 0.48% 0.56% 111%

(--) $ 11.30 13.00% $ 224 13.28%/1/ 1.55%/1/ (12.26)%/1/ (0.53)%/1/ 14%

(--) $ 12.08 20.80% $ 691 10.10%/1/ 1.30%/1/ ( 9.29)%/1/ (0.49)%/1/ 19%

(0.24) $ 10.39 11.34% $ 51,863 1.43% 0.90% 5.53% 6.06% 199%
(1.50) $ 10.04 11.50% $ 41,066 1.65% 0.90% 4.98% 5.73% 184%
(1.15) $ 9.64 7.71% $ 54,157 1.32% 0.90% 4.90% 5.32% 235%
(0.48) $ 9.41 2.69% $ 91,274 0.96% 0.90% 4.47% 4.53% 151%
(0.55) $ 9.18 3.13% $ 92,832 0.90% N/A 4.05% N/A 138%
(0.14) $ 9.01 (0.34)% $ 43,467 1.05% 0.94%/9/ 4.34% 4.45% 87%

(0.16) $ 11.23 13.91% $ 157,724 1.06%/1/ 0.80%/1/ 4.36%/1/ 4.63%/1/ 196%
(1.00) $ 11.71 13.52% $ 227,829 1.01% 0.80% 3.76% 3.97% 240%
(0.94) $ 12.53 15.50% $ 282,860 0.88% 0.80% 3.78% 3.86% 329%
(1.71) $ 12.24 12.19% $ 80,556 0.81% 0.80% 3.88% 3.89% 194%
(3.38) $ 9.38 4.74% $ 37,603 0.96% 0.80% 3.00% 3.16% 113%
(0.31) $ 8.59 (5.07)% $ 11,136 1.01% 0.81%/10/ 2.80% 3.00% 96%

(0.17) $ 11.53 21.45% $ 42,573 1.70% 0.80% 1.09% 1.99% 33%
(0.42) $ 14.59 30.57% $ 126,342 1.14% 0.80% 1.13% 1.47% 36%
(1.37) $ 17.64 31.87% $ 337,949 0.89% 0.80% 1.06% 1.15% 43%
(1.31) $ 19.91 21.48% $ 605,768 0.80% N/A 1.12% N/A 42%
(1.27) $ 21.48 15.22% $ 713,321 0.80% N/A 0.82% N/A 48%
(1.82) $ 16.07 (17.00)% $ 167,870 0.84% 0.80% 0.89% 0.93% 55%

(0.02) $ 9.80 (1.83)% $ 154 1.59%/1/ 0.80%/1/ 0.52%/1/ 1.31%/1/ 12%
(0.09) $ 11.13 14.54% $ 22,668 1.29% 0.80% 0.57% 1.06% 88%
(1.06) $ 7.48 (23.95)% $ 15,758 1.27% 0.80% 0.70% 1.17% 174%
</TABLE>

35
<PAGE>

Financial Highlights (cont.)

<TABLE>
<CAPTION>
Income (Loss) from Investment
Operations Less Distribution
-------------------------------------- ------------------------------
Distribution Distribution
Total from and from and
Net asset Net Net income in excess in excess
value- invest- realized and (loss) from of net of net
beginning ment unrealized investment investment realized
Year of period income (loss) gain (loss) operations income gain
<S> <C> <C> <C> <C> <C> <C>
BRINSON U.S. LARGE CAP GROWTH FUND--Class I (Commencement of Operations October 14, 1997)/4/,/7/,/8/
1997/6/ $ 10.00 0.02 (0.08) (0.06) (0.02) --
1998 (December 31st) $ 9.92 0.06 2.38 2.44 (0.06) (0.46)
1999 (June 30th) $ 11.84 0.02 2.05 2.07 -- --
2000 $ 13.91 0.03/3/ 2.29 2.32 -- (0.95)
BRINSON U.S. SMALL CAP GROWTH FUND--Class I (Commencement of Operations September 30, 1997)/4/,/7/,/8/
19976 $ 10.00 -- (0.56) (0.56) -- --
1998 (December 31st) $ 9.44 (0.02) (0.57) (0.59) (0.05) --
1999 (June 30th) $ 8.80 (0.02) 0.40 0.38 -- --
2000 $ 9.18 (0.03)/3/ 7.12 7.09 -- --
BRINSON U.S. BOND FUND--Class I (Commencement of Operations August 31, 1995)/2/
1996 $ 10.00 0.50 (0.14) 0.36 (0.40) (0.03)
1997 $ 9.93 0.51/3/ 0.32 0.83 (0.52) --
1998 $ 10.24 0.53 0.53 1.06 (0.58) (0.14)
1999 $ 10.58 0.58/3/ (0.26) 0.32 (0.47) (0.15)
2000 $ 10.28 0.62/3/ (0.25) 0.37 (0.65) --
BRINSON HIGH YIELD FUND--Class I (Commencement of Operations September 30, 1997)/7/,/8/
1997/6/ $ 10.00 0.18 0.05 0.23 (0.18) --
1998 (December 31st) $ 10.05 7.30 0.02 7.32 (7.33) (0.06)
1999 (June 30th) $ 9.98 0.44/3/ (0.15) 0.29 (0.31) --
2000 $ 9.96 0.91/3/ (0.90) 0.01 (0.71) (0.07)
BRINSON INTERNATIONAL EQUITY FUND--Class I (Commencement of Ope rations August 31, 1993)/2,5/
1995 $ 9.69 0.15 (0.16) (0.01) -- --
1996 $ 9.68 0.18 2.05 2.23 (0.18) (0.56)
1997 $ 11.17 0.18 1.97 2.15 (0.17) (0.56)
1998 $ 12.59 0.18 0.30 0.48 (0.18) (0.74)
1999 $ 12.15 0.16 0.27 0.43 (0.12) (0.12)
2000 $ 12.34 0.11/3/ 1.33 1.44 (0.07) (0.14)
</TABLE>

(1) Annualized.

(2) Formerly known as the Brinson Fund Class shares; redesignated as the Brinson
Fund-Class I shares on June 30, 1997.

(3) The net investment income per share data was determined by using average
shares outstanding throughout the period.

(4) The U.S. Large Cap Equity Fund, U.S. Large Cap Growth Fund and U.S. Small
Cap Growth Fund changed their names from the U.S. Large Capitalization Equity
Fund, U.S. Large Capitalization Growth Fund and U.S. Small Capitalization Growth
Fund, respectively, on May 2, 2000.

(5) The International Equity Fund changed its name from the Global (Ex-U.S.)
Equity Fund effective on the date of this prospectus.

(6) For the period from commencement of operations to December 31, 1997.

(7) Prior to the Reorganizations, each of these Series operated as a separate
portfolio of UBS Private Investor Funds, Inc. and invested all of its respective
investable assets in an affiliated investment company with an identical
investment objective. The U.S.

36
<PAGE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA
-----------------------------------------
Ratio of Net
Ratio of Expenses Investment Income (Loss)
to Average Net to Average Net
Assets Assets
-------------------- -------------------
Net Net
asset Total assets Before After Before After
Total value- Return end of expense expense expense expense Portfolio
Distribu- end of (non- period reimburse- reimburse- reimburse- reimburse- turnover
tions period annualized) (in 000s) ment ment ment ment rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>

(0.02) $ 9.92 (0.55)% $ 4,137 8.54%/1/ 1.00%/1/ (6.19)%/1/ 1.35%/1/ N/A
(0.52) $ 11.84 24.90% $ 4,147 2.76% 0.99% (1.40)% 0.37% N/A
-- $ 13.91 17.48% $ 2,947 2.38%/1/ 0.80%/1/ (1.26)%/1/ 0.32% 51%
(0.95) $ 15.28 17.52% $ 5,885 1.86% 0.80% (0.97)% 0.09% 86%

-- $ 9.44 (5.62)% $ 11,954 3.63%/1/ 1.20%/1/ (2.53)%/1/ (0.10)%/1/ N/A
(0.05) $ 8.80 (6.70)% $ 22,607 1.69% 1.20% (0.76)% (0.27)% N/A
-- $ 9.18 4.32% $ 35,211 1.32%/1/ 1.15%/1/ (0.62)%/1/ (0.45)%/1/ 71%
-- $ 16.27 77.23% $ 50,975 1.31% 1.15% (0.76)% (0.60)% 104%

(0.43) $ 9.93 3.60% $ 9,047 3.63%/1/ 0.60%/1/ 3.00%/1/ 6.03%/1/ 363%
(0.52) $ 10.24 8.45% $ 22,421 1.65% 0.60% 5.14% 6.19% 410%
(0.72) $ 10.58 10.60% $ 38,874 0.84% 0.60% 5.61% 5.85% 198%
(0.62) $ 10.28 2.97% $ 92,030 0.61% 0.60% 5.42% 5.43% 260%
(0.65) $ 10.00 3.74% $ 58,121 0.67% 0.60% 6.12% 6.19% 170%

(0.18) $ 10.05 2.34% $ 7,861 4.98%/1/ 0.90%/1/ 3.15%/1/ 7.23%/1/ N/A
(7.39) $ 9.98 7.75% $ 34,900 1.59% 0.89% 7.38% 8.08% N/A
(0.31) $ 9.96 2.91% $ 60,044 0.83%/1/ 0.70%/1/ 8.54%/1/ 8.67%/1/ 77%
(0.78) $ 9.19 0.02% $ 50,845 0.86% 0.70% 9.31% 9.47% 73%

-- $ 9.68 (0.10)% $ 148,319 1.23 1.00% 1.93% 2.16% 14%
(0.74) $ 11.17 23.64% $ 212,366 1.20 1.00% 1.67% 1.87% 20%
(0.73) $ 12.59 20.27% $ 420,855 1.00 N/A 1.83% N/A 25%
(0.92) $ 12.15 4.78% $ 439,329 1.00 N/A 1.52% N/A 49%
(0.24) $ 12.34 3.65% $ 490,322 0.99 N/A 1.35% N/A 74%
(0.21) $ 13.57 11.76% $ 411,985 1.00%/11/ N/A 0.89% N/A 59%
</TABLE>

Large Cap Growth Fund invested solely in the UBS Investor Portfolios Trust--UBS
Large Cap Growth Portfolio; the U.S. Small Cap Growth Fund invested solely in
the UBS Investor Portfolios Trust--UBS Small Cap Portfolio; and the High Yield
Fund invested solely in the UBS Investor Portfolios Trust--UBS High Yield Bond
Portfolio. The funds in which each of these Series invested are referred to
herein as the "Master Funds." The ratios set forth in this Financial Highlights
table for each of these Series include the Series' share of its respective
Master Fund's expenses. The annualization of these ratios is also affected by
the fact that the Investment Advisory Agreement and Investment Sub-Advisory
Agreement to which these Series were subject prior to the Reorganizations were
not ratified until December 29, 1997. Prior to that date, investment advisory
services were being provided without compensation. Prior to the Reorganizations,
U.S. Large Cap Growth Fund, U.S. Small Cap Growth Fund and High Yield Fund had a
fiscal year end of December 31.

(8) Reflects 10 for 1 share split effective December 9, 1998.

(9) The ratio of net operating expenses to average net assets was 0.90%.

(10) The ratio of net operating expenses to average net assets was 0.80%.

(11) The ratio of net operating expenses to average net assets was 0.99%.

N/A=Not Applicable.

37
<PAGE>

For More Information
--------------------------------------------------------------------------------

More information on The Brinson Funds is available free upon request:

Shareholder Reports
Additional information about the Funds' investments is available in the Funds'
annual and semi-annual reports to shareholders. In the Funds' annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected each Fund's performance during its last fiscal year.

Statement of Additional Information ("SAI")
The SAI provides more details about each Fund and its policies. The SAI is on
file with the Securities and Exchange Commission ("SEC") and is incorporated by
reference into (is legally considered part of) this prospectus.

TO OBTAIN INFORMATION: SEC: http://www.sec.gov
------------------
Brinson Partners:
By Telephone
Call 1-800-448-2430 http://www.brinsonfunds.com/
----------------------------
By Mail
The Brinson Funds Information about the Funds
P.O. Box 2798 (including the SAI) can also be
Boston, MA 02208-2798 reviewed and copied at the SEC's
public reference room in Washington,
By Email DC (phone 1-202-942-8090 concerning
[email protected] hours of operation only). Or, you
------------------ can obtain copies of this
information by sending a request,
On The Internet along with a duplicating fee, to the
Text-only versions of the prospectus and SEC's Public Reference Section,
other documents pertaining to the Funds Washington, DC 20549-6009, or by
can be viewed online or downloaded from: electronic request at
[email protected].

The Funds are series of The Brinson
Funds; Registration Number: 811-6637
<PAGE>

[LOGO HERE]
_____________________________________________________

209 South LaSalle Street.Chicago, Illinois 60604-1295
Tel: 1-800-448-2430
<PAGE>

[LOGO]

Global Fund
Global Equity Fund
Global Technology Fund
Global Biotech Fund
Global Bond Fund
U.S. Balanced Fund
U.S. Equity Fund
U.S. Value Equity Fund
U.S. Large Cap Equity Fund
U.S. Large Cap Growth Fund
U.S. Small Cap Equity Fund
U.S. Small Cap Growth Fund
U.S. Real Estate Equity Fund
U.S. Bond Fund
High Yield Fund
Emerging Markets Debt Fund
International Equity Fund
Emerging Markets Equity Fund

Class N Shares

Prospectus

December 7, 2000

[LOGO] The Brinson Funds
-----------------

Table of Contents
----------------------------------------------------------------------------
<TABLE>
<S> <C>
Investment Objectives.................................................... 2
Principal Investment Strategies.......................................... 3

Principal Risks of Investing in the Funds................................ 8
Risk Considerations...................................................... 9
Fund Performance......................................................... 11
Fees and ExpenseS........................................................ 17

Securities Selection Process............................................. 19
Investment Advisor....................................................... 24
Pricing of Fund Shares................................................... 25
Purchasing Shares........................................................ 26
Redeeming Shares......................................................... 29
Dividends and Distributions.............................................. 30
Tax Considerations....................................................... 31
Distribution Arrangements................................................ 31
Multiple ClasseS......................................................... 31
Financial Highlights..................................................... 33
For More Information...................................... Inside Back Cover
</TABLE>

1
<PAGE>

Investment Objectives
--------------------------------------------------------------------------------

Investment Objectives of the Funds:

The investment objective of each Fund is "fundamental" and may be changed only
with shareholder approval. There can be no assurance that the Funds will be able
to attain their objectives.

. Global Fund seeks to maximize total return, consisting of capital
appreciation and current income. The Fund seeks to maximize total return
while controlling risk.

. Global Equity Fund seeks to maximize total return, consisting of capital
appreciation and current income. The Fund seeks to maximize total return
while controlling risk.

. Global Technology Fund seeks to provide long-term capital appreciation.

. Global Biotech Fund seeks to provide long-term capital appreciation.

. Global Bond Fund seeks to maximize total return, consisting of capital
appreciation and current income. The Fund seeks to maximize total return
while controlling risk.

. U.S. Balanced Fund seeks to maximize total return, consisting of capital
appreciation and current income. The Fund seeks to maximize total return
while controlling risk.

. U.S. Equity Fund seeks to maximize total return, consisting of capital
appreciation and current income, while controlling risk.

. U.S. Value Equity Fund seeks to maximize total return, consisting of
capital appreciation and current income, while controlling risk.

. U.S. Large Cap Equity Fund seeks to maximize total return, consisting of
capital appreciation and current income, while controlling risk.

. U.S. Large Cap Growth Fund seeks to provide long-term capital appreciation.

. U.S. Small Cap Equity Fund seeks to maximize U.S. Dollar total return,
consisting of capital appreciation and current income, while controlling
risk.

. U.S. Small Cap Growth Fund seeks to provide long-term capital appreciation.

. U.S. Real Estate Equity Fund seeks to maximize total return, consisting of
capital appreciation and current income, while controlling risk.

. U.S. Bond Fund seeks to maximize total return, consisting of capital
appreciation and current income, while controlling risk.

. High Yield Fund seeks to provide high current income from a portfolio of
higher-yielding, lower-rated debt securities issued by domestic and foreign
companies. The Fund also seeks capital growth, when consistent with high
current income, by investing in securities, including common stocks and
non-income producing securities, which Brinson Partners, Inc. or UBS Asset
Management (New York), Inc., (the "Advisor" and "UBS New York,"
respectively) expect will appreciate in value as a result of declines in
long-term interest rates or favorable developments affecting the business
or prospects of the issuer which may improve the issuer's financial
condition and credit rating.

. Emerging Markets Debt Fund seeks to maximize U.S. Dollar total return,
consisting of capital appreciation and current income, while controlling
risk.

. International Equity Fund (formerly the Global (Ex-U.S.) Equity Fund) seeks
to maximize total return, consisting of capital appreciation and current
income by investing primarily in the equity securities of international
issuers. The Fund seeks to maximize total return while controlling risk.

. Emerging Markets Equity Fund seeks to maximize U.S. Dollar total return,
consisting of capital appreciation and current income, while controlling
risk.

2
<PAGE>

Principal Investment Strategies
--------------------------------------------------------------------------------

Each Brinson Fund is categorized by portfolio type. This categorization is based
on the investment strategy that is pursued for each Fund by the Advisor. The
categories are Balanced Funds, Bond Funds and Equity Funds. The Equity Funds can
be further categorized as Core/Value Equity Funds, Growth Equity Funds and
Specialized Sector Funds. How the Funds are categorized is set forth below. The
types of securities purchased and the processes used by each category of Funds
to select securities are described in detail in the "Securities Selection
Process" section beginning on page 19.

Each of the Brinson Fund's primary investment practices and strategies are
discussed in this section. For easy reference, it is broken down by asset class,
as discussed above and more fully in the Securities Selection Process section on
page 19. For a discussion of specific risks associated with the investment
strategies outlined below, please review the next section of this prospectus,
entitled "Principal Risks of Investing in the Funds". Further information on
portfolio management techniques and their associated risks can be found in the
Statement of Additional Information ("SAI"). Unless otherwise stated, each
Fund's investment policies are not fundamental and may be changed by the Trust's
Trustees without a shareholder vote.

BALANCED FUNDS
Global Fund

The Global Fund invests primarily in equity and fixed income markets of the U.S.
and a broad range of other countries. At least 65% of the Fund's assets are
invested in securities of issuers in at least three countries (which may include
the U.S.). Other investments may include other open-end investment companies
advised by Brinson Partners. The Fund can invest within specific strategy
ranges, which are discussed further in the SAI.

U.S. Balanced Fund

The U.S. Balanced Fund invests primarily in a wide range of U.S. equity, fixed
income and money market securities. Under normal circumstances, the Fund will
invest at least 25% of its net assets in fixed income securities. Investments in
fixed income securities may include debt securities of the U.S. government, its
agencies and instrumentalities; debt securities of U.S. corporations;
mortgage-backed securities; asset-backed securities and when-issued securities.
Investments in equity securities may include common stock and preferred stock.

BOND FUNDS
Global Bond Fund

The Global Bond Fund is a non-diversified Fund that invests primarily in a
portfolio of global debt securities that may also provide the potential for
capital appreciation. Normally, at least 65% of the Fund's assets are invested
in long-term debt securities of issuers in at least three countries (which may
include the U.S.). Long-term debt securities have an initial maturity of more
than one year. Investments in fixed income securities may include debt
securities of governments throughout the world (including the U.S.), their
agencies and instrumentalities; debt securities of corporations; mortgage-backed
securities and asset-backed securities.

3
<PAGE>

Principal Investment Strategies (cont.)
--------------------------------------------------------------------------------
U.S. Bond Fund

The U.S. Bond Fund invests primarily in a portfolio of investment-grade fixed
income securities that may also provide the potential for capital appreciation.
Investment-grade fixed income securities possess a minimum rating of BBB by
Standard & Poor's Ratings Group ("S&P") or Baa by Moody's Investors Services,
Inc. ("Moodys") or, if unrated, are determined to be of comparable quality by
the Advisor. As a matter of fundamental policy, under normal circumstances, at
least 65% of the Fund's total assets are invested in U.S. long-term debt
securities, which are debt securities with an initial maturity of more than one
year. Investments in fixed income securities may include debt securities of the
U.S. government, its agencies and instrumentalities; debt securities of U.S.
corporations; mortgage-backed securities and asset-backed securities.

High Yield Fund

The High Yield Fund invests primarily in a portfolio of U.S. higher-yielding
"lower-rated" bonds. Lower-rated bonds are bonds rated in the lower rating
categories of Moody's and S&P, including securities rated Ba or lower by Moody's
or BB or lower by S&P. Securities rated in these categories or lower are
considered to be of poorer quality and predominantly speculative. Under normal
conditions, at least 65% of the Fund's assets are invested in fixed income
securities that provide higher yields and are lower-rated. Investments in fixed
income securities may include debt securities of corporations, zero coupon
securities, asset-backed securities, when-issued securities and Eurodollar
securities that are fixed income securities of a U.S. issuer or a foreign issuer
that are issued outside the United States. Up to 25% of the Fund's assets may be
invested in foreign securities.

Emerging Markets Debt Fund

The Emerging Markets Debt Fund is a non-diversified Fund which normally invests
at least 65% of its total assets in debt securities issued by governments,
government-related entities (including participation in loans between
governments and financial institutions), corporations and entities organized to
restructure outstanding debt of issuers in emerging markets. The Fund intends to
invest primarily in a portfolio of debt securities located in at least three
emerging markets countries, which may be located in Asia, Europe, Latin America,
Africa or the Middle East. The World Bank and other international agencies
consider a country to be an "emerging markets" country on the basis of such
factors as trade initiatives, per capita income and level of industrialization.
As these markets change and other countries' markets develop, the Fund expects
the countries in which it invests to change. Emerging market countries generally
include every nation in the world except the U.S., Canada, Japan, Australia, New
Zealand and most nations located in Western Europe.

A substantial amount of the assets of the Fund may be invested in
higher-yielding, "lower-rated" bonds. "Lower-rated" bonds are bonds rated in the
lower rating categories of Moody's and S&P, including securities rated Ba or
lower by Moody's and BB or lower by S&P. Securities rated in these categories or
lower are considered to be of poorer quality and predominantly speculative.

EQUITY FUNDS
CORE/VALUE EQUITY
Global Equity Fund

The Global Equity Fund normally invests in global equity securities, which may
include dividend-paying securities. Investments in equity securities may include
common stock and preferred stock. At least 65% of the Fund's assets are invested
in securities of issuers in at least three countries (which may include the

4
<PAGE>

Principal Investment Strategies (cont.)
--------------------------------------------------------------------------------

U.S). On a global basis, our analysts focus on the world's 800 largest
companies, with capitalization above $5.5 billion, accounting for the top 75% of
global equity market capitalization. Research and analysis is also conducted
upon the next 1,600 companies (above US $1.1 billion), which represent the
intermediate 15% of global capitalization. Securities which we determine to have
a fundamental value greater than the market price are added to the Fund.

International Equity Fund

The International Equity Fund invests in the stocks of companies outside of the
U.S., and normally invests at least 65% of its assets in equity securities,
which may include dividend-paying securities, of issuers in at least three
countries other than the U.S. Investments in equity securities may include
common stock and preferred stock. The Fund may invest in stocks of companies of
any size, but generally invests in those stocks with market capitalizations
above $1 billion. The International Equity Fund's construction process begins
with analysis at the individual company and industry level, as well as broader
analysis of economic and currency factors, and aims to find equity securities
that offer attractive prices with opportunity for appreciation.

U.S. Equity Fund

The U.S. Equity Fund normally invests at least 65% of its assets in equity
securities, which may include dividend-paying securities of U.S. companies.
Investments in equity securities may include common stock and preferred stock.
In general, the Fund holds approximately 25 stocks in the large capitalization
segment of the Fund, which comprises, on average, 70% of the Fund's market
value. In the intermediate and small capitalization segments, the Fund typically
holds 45 to 55 issues which comprise the remaining 30% of the Fund's market
value. Of the larger capitalization issues, a typical holding is 2 1/2% to 3% of
the Fund with a general limit set at 7 1/2%.

U.S. Value Equity Fund

The U.S. Value Equity Fund normally invests in companies that are priced below
our expectations. These expectations are based on our assessment of a company's
ability to generate profit and to grow the business into the future. We analyze
industry competitive strategy, structure and global integration. Our on-site
company visits examine the characteristics of each company (i.e., balance sheet
fundamentals, culture, productivity, pricing, etc.), and determines which
companies offer attractive pricing. Under normal circumstances, the Fund invests
at least 65% of its assets in equity securities, which may include dividend
paying securities of U.S.-based companies. Investments in equity securities may
include common stock and preferred stock.

U.S. Large Cap Equity Fund

The U.S. Large Cap Equity Fund is a non-diversified Fund that normally invests
at least 65% of its assets in equity securities of U.S.-based large
capitalization companies. Large capitalization companies are defined as
companies with a market capitalization of at least $9 billion. Companies whose
capitalization falls below this level after purchase will continue to be
considered large capitalization companies. Investments in equity securities may
include common stock and preferred stock.

U.S. Small Cap Equity Fund

The U.S. Small Cap Equity Fund normally invests in common stocks of companies
with market capitalization between $50 million and $1.8 billion, which represent
the lower 10% of value of the Wilshire 5000 Equity Index. We look for companies
with strong and innovative management, good financial controls, increasing
market share, diversified product/service offerings, and low market
capitalization-to-sales ratios relative to similar companies. At least 65% of
the Fund's assets will typically be invested in equity securities issued by
U.S.-based small capitalization companies. Investments in equity securities may
include common stock and preferred stock.

5
<PAGE>

Principal Investment Strategies (cont.)
--------------------------------------------------------------------------------

Emerging Markets Equity Fund

The Emerging Markets Equity Fund is a non-diversified Fund that normally invests
at least 65% of its assets in the equity securities of issuers in emerging
markets, or securities on which the return is derived from the equity securities
of issuers in emerging markets, such as equity swap contracts and equity swap
index contracts. The Fund intends to invest primarily in a portfolio of equity
securities of issuers located in at least three emerging markets countries,
which may be located in Asia, Europe, Latin America, Africa, or the Middle East.
As these markets change and other countries' markets develop, the Fund expects
the countries in which it invests to change. The World Bank and other
international agencies consider a country to be an "emerging markets" country on
the basis of such factors as trade initiatives, per capita income, and level of
industrialization. Emerging markets countries generally include every nation in
the world except the U.S., Canada, Japan, Australia, New Zealand and most
nations located in Western Europe.

GROWTH EQUITY
U.S. Large Cap Growth Fund

The U.S. Large Cap Growth Fund is a non-diversified Fund that normally invests
in securities with market capitalizations equal to or greater than $3 billion.
At least 65% of the Fund's assets are invested in securities issued by large
capitalization growth companies. Up to 20% of the Fund's assets may be invested
in foreign securities. Investments in equity securities may include common stock
and preferred stock. The Fund invests in companies that possess a dominant
market position and franchise, a major technical edge or a unique competitive
advantage. This superiority enables them to generate above average sales and
profit growth. We expect that these companies can sustain an above average
return on invested capital at a higher level and over a longer period of time
than is reflected in current market prices.

U.S. Small Cap Growth Fund

The U.S. Small Cap Growth Fund normally invests in securities with market
capitalizations between $100 million and $1.5 billion at time of purchase. Under
normal conditions, the Fund invests at least 65% of its assets in equity
securities within this range. The Fund seeks to invest in companies with strong
business franchises and attractive competitive positions that generate rapidly
rising earnings (or profits). In the overall small capitalization universe, we
target companies with earnings growth in the top 40%. The Fund may also invest
in securities of emerging growth companies. Emerging growth companies are small
or medium sized companies that have passed their start-up phase and are showing
positive earnings, as well as potential for achieving significant profit in a
relatively short period of time. Investments in equity securities may include
common stock and preferred stock. The Fund may invest up to 20% of its assets in
foreign securities.

SPECIALIZED SECTOR FUNDS
Global Technology Fund

The Global Technology Fund is a non-diversified Fund that normally invests at
least 65% of its assets in equity securities of technology companies. Technology
companies develop, sell, or significantly benefit from the use of technology
products and services. The term technology includes electronics, data
processing, semi-conductors, telecommunications, and technology services.
Investments in equity securities may include common stock and preferred stock.
The selection of companies is mainly influenced by a strong competitive position
allowing the Fund to participate in the growth of each industry. Furthermore,
the quality of the management, the technological innovation and the revenue
growth of the companies are very important.

6
<PAGE>

Principal Investment Strategies (cont.)
--------------------------------------------------------------------------------

Global Biotech Fund

The Global Biotech Fund is a non-diversified Fund that normally invests at least
65% of its assets in equity securities of biotechnology companies. Biotechnology
companies are companies focused on research, product development, product
manufacture and distribution in a specific field of biological science devoted
to genetic engineering and recombinant DNA technology. The majority of companies
are newly established and have a single product in its early development stage.
Biotechnology companies generate value by developing new kinds of drugs and
technologies. Stock selection is based on analyzing individual companies for
their fundamental strengths. The basis of the fundamental analysis is to analyze
the science behind the drugs and technologies. Investments in equity securities
may include common stock and preferred stock.

U.S. Real Estate Equity Fund

The U.S. Real Estate Equity Fund is a non-diversified Fund that normally invests
at least 65% of its assets in real estate securities, including real estate
investment trusts (REITs). REITs are publicly traded companies that own and
often operate real property and/or invest in mortgage and mortgage-backed
securities. Investments in equity securities may include common stock and
preferred stock.

7
<PAGE>

Principal Risks of Investing in the Funds
-----------------------------------------

The chart below illustrates the primary risks of investing in the Funds.

<TABLE>
<CAPTION>
Foreign Geographic Industry Non-
Country Concen- High Concen- Interest Diversifi- Pre- Small
Credit & Currency tration Yield tration Rate Market cation payment Company
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Global Fund * * *
------------------------------------------------------------------------------------------------------------------------------
Global
Equity Fund * *
------------------------------------------------------------------------------------------------------------------------------
Global
Technology Fund * * * *
------------------------------------------------------------------------------------------------------------------------------
Global
Biotech Fund * * * * *
------------------------------------------------------------------------------------------------------------------------------
Global
Bond Fund * * * * *
------------------------------------------------------------------------------------------------------------------------------
U.S.
Balanced Fund * * *
------------------------------------------------------------------------------------------------------------------------------
U.S.
Equity Fund *
------------------------------------------------------------------------------------------------------------------------------
U.S. Value
Equity Fund *
------------------------------------------------------------------------------------------------------------------------------
U.S. Large Cap
Equity Fund * *
------------------------------------------------------------------------------------------------------------------------------
U.S. Large Cap
Growth Fund * *
------------------------------------------------------------------------------------------------------------------------------
U.S. Small Cap
Equity Fund * *
------------------------------------------------------------------------------------------------------------------------------
U.S. Small Cap
Growth Fund * *
------------------------------------------------------------------------------------------------------------------------------
U.S.Real Estate
Equity Fund * * * *
------------------------------------------------------------------------------------------------------------------------------
U.S.
Bond Fund * * *
------------------------------------------------------------------------------------------------------------------------------
High
Yield Fund * * * *
------------------------------------------------------------------------------------------------------------------------------
Emerging
Markets * * * * * *
Debt Fund
------------------------------------------------------------------------------------------------------------------------------
International
Equity Fund * *
------------------------------------------------------------------------------------------------------------------------------
Emerging
Markets * * * * *
Equity Fund
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

8
<PAGE>

Risk Considerations
--------------------------------------------------------------------------------

All Fund investments are subject to risk and may decline in value. Each Fund's
exposure depends upon its specific investment practices. The amount and types of
risk vary depending on:

. The investment objective(s)

. The Fund's ability to achieve its objectives

. The markets in which the Fund invests

. The investments the Fund makes in those markets

. Prevailing economic conditions over the period of an investment

Please note that there are other circumstances that could adversely affect your
investment and potentially prevent a Fund from achieving its objectives.

Credit Risk

The risk that the issuer of a security, or the counterparty to a contract, will
default or otherwise be unable to honor a financial obligation. Debt securities
rated below investment-grade are especially susceptible to this risk.

Foreign Country and Currency Risks

The risk that prices of a Fund's investments in foreign securities may go down
because of unfavorable foreign government actions, political instability or the
absence of accurate information about foreign issuers. Also, a decline in the
value of foreign currencies relative to the U.S. Dollar will reduce the value of
securities denominated in those currencies. Foreign securities are sometimes
less liquid and harder to value than securities of U.S. issuers. These risks are
more severe for securities of issuers in emerging market countries.

Geographic Concentration Risk

The risk that if a Fund has most of its investments in a single country or
region, its portfolio will be more susceptible to factors adversely affecting
issuers located in that country or region than would a more geographically
diverse portfolio of securities.

High Yield Risk

The risk that the issuer of bonds with ratings of BB (S&P) or Ba (Moody's) or
below will default or otherwise be unable to honor a financial obligation. These
securities are considered to be of poor standing and are predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations and involve major risk
exposure. Bonds in this category may also be called "high yield bonds" or "junk
bonds."

Industry Concentration Risk

The risk that changes in economic, political or other conditions may have a
particularly negative effect on issuers in an industry in which a Fund's
investments are concentrated. The U.S. Real Estate Equity Fund invests primarily
in securities issued by REITs. There is, therefore, a risk that changes in real
estate values or economic downturns can have a substantial impact on the Fund's
investments.

9
<PAGE>

Risk Considerations (cont.)
--------------------------------------------------------------------------------

Interest Rate Risk

The risk that changing interest rates may adversely affect the value of an
investment. With fixed-rate securities, an increase in prevailing interest rates
typically causes the value of a Fund's securities to fall, while a decline in
prevailing interest rates may produce an increase in the market value of fixed
income securities. Changes in interest rates will affect the value of
longer-term fixed income securities more than shorter-term securities and lower
quality securities more than higher quality securities.

Market Risk

The risk that the market value of a Fund's investments will fluctuate as the
stock and bond markets fluctuate. Market risk may affect a single issuer,
industry or section of the economy, or it may affect the market as a whole.

Non-Diversification Risk

The risk that a non-diversified Fund will be more volatile than a diversified
Fund because it invests its assets in a smaller number of issuers. The gains or
losses on a single security or issuer will, therefore, have a greater impact on
the non-diversified Fund's net asset value.

Prepayment Risk

The risk that issuers will prepay fixed rate obligations when interest rates
fall, forcing the Fund to re-invest in obligations with lower interest rates
than the original obligations.

Small Company Risk

The risk that investments in smaller companies may be more volatile than
investments in larger companies, as smaller companies generally experience
higher growth and failure rates. The trading volume of smaller company
securities is normally lower than that of larger companies. Changes in the
demand for the securities of smaller companies generally have a disproportionate
effect on their market price, tending to make prices rise more in response to
buying demand and fall more in response to selling pressure.

10
<PAGE>

FUND PERFORMANCE
--------------------------------------------------------------------------------

Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced Fund, U.S.
Equity Fund, U.S. Large Cap Equity Fund, U.S. Large Cap Growth Fund, U.S. Small
Cap Growth Fund, U.S. Bond Fund, High Yield Fund and International Equity
Fund:
The charts and tables which follow give an indication of the Funds' risks and
performance. Each chart shows you how a Fund's performance has varied from year
to year. The table compares the Fund's performance over time to that of a broad
measure of market performance. When you consider this information, please
remember that the Funds' past performance is not necessarily an indication of
how they will perform in the future.

Brinson Global Fund Class N
Annual Total Returns for the periods ended 12/31/1/

98 8.00%
99 1.18%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was -0.45%.

Best Quarter: Q4 1998 7.61%
Worst Quarter: Q3 1998 -5.33%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (6/30/97)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson Global Fund Class N 1.18% -- -- 4.34%
Salomon Smith Barney World Gov't. Bond Index/2/ -4.26 -- -- 4.65
MSCI World Equity (Free) Index/3/ 25.12 -- -- 19.61
GSMI Mutual Fund Index /4/ 16.85 -- -- 14.58
</TABLE>

/2/ The Salomon Smith Barney World Government Bond Index represents the broad
global fixed income markets and includes debt issues of U.S. and most
developed non-U.S. governments, governmental entities and supranationals.

/3/ The MSCI World Equity (Free) Index is a broad-based securities index that
represents the U.S. and developed global (ex-U.S.) equity markets in terms
of capitalization and performance. It is designed to provide a
representative total return for all major stock exchanges located inside
and outside the United States.

Fund Performance (cont.)
--------------------------------------------------------------------------------

Brinson Global Equity Fund Class N
Annual Total Returns for the periods ended 12/31/1/

98 13.63%
99 12.59%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was -6.10%.

Best Quarter: Q4 1998 14.16%
Worst Quarter: Q3 1998 -10.06%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (6/30/97)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson Global Equity Fund Class N 12.59% -- -- 9.51%
MSCI World Equity (Free) Index/2/ 25.12 -- -- 19.61
</TABLE>

/2/ The MSCI World Equity (Free) Index is the benchmark for the Global Equity
Fund, and is a broad based index that represents the U.S. and developed
non-U.S. equity markets in terms of capitalization and performance. It is
designed to provide a representative total return for all major stock
exchanges located inside and outside the U.S.

Brinson Global Bond Fund Class N
Annual Total Returns for the periods ended 12/31/1/

98 11.83%
99 -6.58%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was -4.48%.

Best Quarter: Q3 1998 5.85%
Worst Quarter: Q3 2000 -3.85%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (6/30/97)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson Global Bond Fund Class N -6.58% -- -- 2.09%
Salomon Smith Barney World Gov't. Bond Index/2/ -4.26 -- -- 4.65
</TABLE>

12
<PAGE>

Fund Performance (cont.)
--------------------------------------------------------------------------------

Brinson U.S. Balanced Fund Class N
Annual Total Returns for the periods ended 12/31/1/

98 9.92%
99 -7.43%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was 6.22%.

Best Quarter: Q1 1998 5.71%
Worst Quarter: Q3 1999 -5.12%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (6/30/97)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Balanced Fund Class N -7.43% -- -- 2.96%
Salomon Smith Barney BIG Bond Index/2/ -0.84 -- -- 5.63
Wilshire 5000 Equity Index/3/ 23.56 -- -- 23.70
U.S. Balanced Mutual Fund Index/4/ 14.66 -- -- 17.51
</TABLE>

/2/ The Salomon Smith Barney (BIG) Bond Index is a broad-based index that
includes U.S. bonds with over one year to maturity.

Brinson U.S. Equity Fund Class N
Annual Total Returns for the periods ended 12/31/1/

98 17.99%
99 -4.22%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was -1.73%.

Best Quarter: Q4 1998 16.28%
Worst Quarter: Q3 1999 -14.31%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (6/30/97)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Equity Fund Class N -4.22% -- -- 7.77%
Wilshire 5000 Equity Index/2/ 23.56 -- -- 23.70
</TABLE>

/2/ The Wilshire 5000 Equity Index is the benchmark for the U.S. Equity Fund,
and is a broad based, market capitalization weighted index that includes
all U.S. common stocks. It is designed to provide a representative
indication of the capitalization and return for the U.S. equity
market.

13
<PAGE>

Fund Performance (cont.)
--------------------------------------------------------------------------------

Brinson U.S. Large Cap Equity Fund Class N
Annual Total Returns for the periods ended 12/31/1/

99 -11.12%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was -4.64%.

Best Quarter: Q4 1998 15.41%
Worst Quarter: Q3 1999 -15.36%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (4/30/98)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Large Cap Equity Fund Class N -11.12% -- -- -3.74%
S&P 500 Index/2/ 21.04 -- -- 19.85
</TABLE>

/2/ The S&P 500 Index is the benchmark for the U.S. Large Cap Equity Fund, and
is a broad capitalization market-weighted index that includes common stocks
of the leading companies in the top industries in the U.S. It is designed
to provide a representative indication of the capitalization and return of
the large cap U.S. equity market.

Brinson U.S. Large Cap Growth Fund Class N
Annual Total Returns for the periods ended 12/31/1/

99 32.22%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was -2.46%.

Best Quarter: Q4 1999 21.92%
Worst Quarter: Q3 1999 - 7.49%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (12/31/98)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Large Cap Growth Fund Class N 32.22% -- -- 32.22%
Russell 1000 Growth Index/2/ 33.16 -- -- 33.16
S&P 500 Index/3/ 21.04 -- -- 21.04
</TABLE>

/3/ The Advisor has changed the Fund's benchmark index from the S&P 500 Index
to the Russell 1000 Growth Index based on the Advisor's determination that
the Russell 1000 Growth Index is more representative of the Fund's
investment strategies. The S&P 500 Index is a broad capitalization
market-weighted index that includes common stocks of the leading companies
in the top industries in the United States. It is designed to provide a
representative indication of the capitalization and return of the large cap
U.S. equity market.

14
<PAGE>

Fund Performance (cont.)
--------------------------------------------------------------------------------

Brinson U.S. Small Cap Growth Fund Class N
Annual Total Returns for the periods ended 12/31/1/

99 41.14%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was 38.00%.

Best Quarter: Q4 1999 32.83%
Worst Quarter: Q1 1999 6.48%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (12/31/98)
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Small Cap Growth Fund Class N 41.14%/2/ -- -- 41.14%
Russell 2000 Growth Index/3/ 43.09 -- -- 43.09
Russell 2000 Index/4/ 21.26 -- -- 21.26
</TABLE>

Brinson U.S. Bond Fund Class N
Annual Total Returns for the periods ended 12/31/1/

98 8.25%
99 -1.45%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was 6.14%.

Best Quarter: Q3 1997 3.52%
Worst Quarter: Q2 1999 -1.30%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (6/30/97)
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson U.S. Bond Fund Class N -1.45% -- -- 5.24%
Salomon Smith Barney BIG Bond Index/2/ -0.84 -- -- 5.63
</TABLE>

/2/ The Salomon Smith Barney BIG Bond Index is the benchmark for the U.S. Bond
Fund, and is a broad-based index that includes U.S. bonds with over one
year to maturity.

15
<PAGE>

Fund Performance (cont.)
--------------------------------------------------------------------------------

Brinson High Yield Fund Class N
Annual Total Returns for the periods ended 12/31/1/

98 4.53%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was -1.01%.

Best Quarter: Q1 1999 3.91%
Worst Quarter: Q1 2000 -3.85%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (12/31/98)
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson High Yield Fund Class N 4.53% -- -- 4.53%
Merrill Lynch High Yield Master Index/2/ 1.57 -- -- 1.57
</TABLE>

/2/ The Merrill Lynch High Yield Master Index is the benchmark for the High
Yield Fund, and is an index of publicly placed non-convertible,
coupon-bearing U.S. domestic debt with a term to maturity of at least one
year.

Brinson International Equity Fund Class N
Annual Total Returns for the periods ended 12/31/1/

98 13.96%
99 18.90%

/1/ The Fund's total return for the period January 1, 2000 through September
30, 2000 was -11.32%.

Best Quarter: Q4 1998 16.86%
Worst Quarter: Q3 1998 -13.67%

<TABLE>
<CAPTION>
Average Annual Total Returns
(for the periods ended 12/31/99) Performance
Inception
1 Year 5 Year 10 Year (6/30/97)
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brinson International Equity Fund Class N 18.90% -- -- 9.44%
MSCI World Ex USA (Free) Index/2/ 27.77 -- -- 14.13
</TABLE>

16
<PAGE>

Fees and Expenses
--------------------------------------------------------------------------------

The tables below describe the fees and expenses that you may pay if you buy and
hold shares of The Brinson Funds--Class N shares.

Shareholder Transaction Fees
(fees paid directly from your investment)

Sales Charge (Load) Imposed on Purchases None
Emerging Markets Equity Fund:
Purchase/Redemption Transaction Fee 1.50%*

*This transaction charge is paid to the Fund and used by it to defray
transaction costs associated with each purchase and sale of securities by the
Fund.

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets, expressed as a % of average net
assets)

<TABLE>
<CAPTION>
Net Annual
Amount of Fee Fund Operating
Total Annual Waiver and/or Expenses (after fee
Management 12b-1 Other Fund Operating Expense waiver and/or expense
(6/30/00) Fees/1/ Expenses/2/ Expenses/1/ Expenses/1/ Reimbursement/1/ reimbursement)/1/
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Global Fund 0.80% 0.25% 0.19% 1.24% 0.00% 1.24%
Global Equity Fund 0.80 0.25 0.28 1.33 0.08 1.25
Global Technology Fund/3/ 1.40 0.25 11.88 13.53 11.73 1.80
Global Biotech Fund/4/ 1.15 0.25 8.95 10.35 8.80 1.55
Global Bond Fund 0.75 0.25 0.26 1.26 0.11 1.15
U.S. Balanced Fund 0.70 0.25 0.30 1.24 0.20 1.05
U.S. Equity Fund 0.70 0.25 0.14 1.08 0.04 1.05
U.S. Value Equity Fund/5/ 0.70 0.25 0.15 1.10 0.00 1.10
U.S. Large Cap Equity Fund 0.70 0.25 0.57 1.52 0.47 1.05
U.S. Large Cap Growth Fund 0.70 0.25 1.16 2.11 1.06 1.05
U.S. Small Cap Equity Fund/5/ 1.00 0.25 0.15 1.40 0.00 1.40
U.S. Small Cap Growth Fund 1.00 0.25 0.31 1.56 0.16 1.40
U.S. Real Estate Equity Fund/5/ 0.90 0.25 0.15 1.30 0.00 1.30
U.S. Bond Fund 0.50 0.25 0.17 0.92 0.07 0.85
High Yield Fund 0.60 0.25 0.26 1.11 0.16 0.95
Emerging Markets Debt Fund/5/ 0.65 0.25 0.50 1.40 0.00 1.40
International Equity Fund 0.80 0.25 0.19 1.24 0.00 1.24
Emerging Markets Equity Fund/5/ 1.10 0.25 0.50 1.85 0.00 1.85
</TABLE>

(2) For purposes of this Table, "12b-1 Expenses" are 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 each of the Global Fund, Global Equity
Fund, Global Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Large Cap
Equity Fund, U.S. Large Cap Growth Fund, U.S. Small Cap Growth Fund, U.S. Bond
Fund, High Yield Fund and the International Equity Fund. "12b-1 Expenses" are
comprised of an asset-based sales charge of up to 0.75% of average daily net
assets and a service fee of 0.25% of average daily net assets for each of the
Global Technology

17
<PAGE>

Fees and Expenses (cont.)
--------------------------------------------------------------------------------

Fund, Global Biotech Fund, U.S. Value Equity Fund, U.S. Small Cap Equity Fund,
U.S. Real Estate Equity Fund, Emerging Markets Debt Fund and Emerging Markets
Equity Fund. See "Distribution Arrangements on page 31. Although the
Distribution Plan provides that the Funds may pay fees at these rates, the Funds
and the Funds' underwriter have agreed to limit aggregate distribution fees on
certain of the Funds so they do not exceed the percentages noted on page 31.
Pursuant to the 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. The 6.25% limitation is imposed on a Fund
basis rather than on a per shareholder basis. Therefore, long-term shareholders
of the 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) The fees and expenses for the Global Technology Fund are based on the fees
and expenses incurred for the period May 26, 2000 to June 30, 2000 (annualized).

(4) The fees and expenses for the Global Biotech Fund are based on the fees and
expenses incurred for the period June 2, 2000 to June 30, 2000 (annualized).

(5) The fees and expenses noted for the U.S. Value Equity Fund, U.S. Small Cap
Equity Fund, U.S. Real Estate Equity Fund, Emerging Markets Debt Fund and
Emerging Markets Equity Fund are based on estimates.

Expense Example
This example is intended to help you compare the cost of investing in the
Brinson Funds--Class N shares to the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in a Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs and the
return on your investment may be higher or lower, based on these assumptions
your costs would be:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
------------------------------------------------------------------
<S> <C> <C> <C> <C>
Global Fund $126 $393 $681 $1,500
Global Equity Fund 127 397 686 1,511
Global Technology Fund 183 566 975 2,116
Global Biotech Fund 158 490 845 1,845
Global Bond Fund 117 365 633 1,398
U.S. Balanced Fund 107 334 579 1,283
U.S. Equity Fund 107 334 579 1,283
U.S. Value Equity Fund 112 350 -- --
U.S. Large Cap Equity Fund 107 334 579 1,283
U.S. Large Cap Growth Fund 107 334 579 1,283
U.S. Small Cap Equity Fund 143 443 -- --
U.S. Small Cap Growth Fund 143 443 766 1,680
U.S. Real Estate Equity Fund 132 412 -- --
U.S. Bond Fund 87 271 471 1,049
High Yield Fund 97 303 525 1,166
Emerging Markets Debt Fund 143 443 -- --
International Equity Fund 127 397 686 1,511
Emerging Markets Equity Fund 487 885 -- --
</TABLE>

1 year 3 years
------------------------------------------------------------------
Emerging Markets Equity Fund $335 $723

18
<PAGE>

Securities Selection Process
--------------------------------------------------------------------------------

What is the investment philosophy and process of The Brinson Funds?
Creating value-added investment portfolios is a three-stage process at The
Brinson Funds.

1) Research - Identifying the Opportunity
2) Portfolio Construction & Risk Control - Capturing the Opportunity
3) Execution - Delivering the Portfolio

Research

Our research combines both top-down and bottom-up analyses. From the
"top-down," we seek to identify broad economic and market shaping trends
that influence asset prices. These encompass both long-term and short-term
economic factors and market-shaping themes, ranging from global interest
rate and inflation estimates to strategic sector and industry
developments. We seek to identify broad trends that will affect the
investment landscape, and take advantage of them before other investors
do. From the "bottom-up," we research the very specific factors that
affect the cash flows of potential investments around the world. For
example, when analyzing stocks, we often meet with companies' management
teams, tour their facilities, speak with their suppliers and distributors,
and often engage industry-leading experts to help us better understand the
intricacies of their businesses. Importantly, this research is integrated
around the world, giving us the ability to take advantage of a wide array
of investment opportunities. With more and more companies selling their
goods and services to consumers around the world, we believe that a global
presence is critical. Our research teams are located in all of the world's
major financial markets and utilize a consistent framework for researching
and analyzing investments. They rank the investment opportunities found in
the global marketplace and describe the most likely risk and return
scenarios that will occur within and across their focused sets of
potential investments.

Portfolio Construction & Risk Control

Once the research teams have identified the opportunities, seasoned teams
of investment specialists select investments for the Funds' portfolios,
taking into account both the potential return as well as the potential
risks inherent in each investment. Because many factors that influence
investments are interactive, understanding how investments behave in
relation to one another is a key part of constructing a sound investment
portfolio. When a new security is considered for inclusion in a portfolio,
a detailed analysis of how it will affect the overall composition of the
portfolio is undertaken. This involves looking at both absolute risk as
well as the risk relative to the appropriate benchmark. The Brinson Funds
has a dedicated risk analysis team that uses risk analysis tools and
techniques to further mitigate investment risks. Working together with
this dedicated risk analysis team, our portfolio construction teams select
investments and determine the weights those investments will be given
within the portfolios.

Execution

We believe that "Execution supercedes intention." That is why we devote a
great deal of resources to attempting to ensure that our investment
decisions are implemented quickly and in the most cost-effective way for
our clients. Our experienced teams of traders are located around the world
and have integral knowledge of the markets in which the Funds invest. By
leveraging our global resources, we are able to quickly and efficiently
access financial markets around the globe to execute our investment
strategies.

19
<PAGE>

Securities Selection Process (cont.)
--------------------------------------------------------------------------------

Are there categories within which each Brinson Fund falls based on its
investment strategy?

Each Brinson Fund is categorized by portfolio type. This categorization is
based on the investment strategy that is pursued for each Fund by the
Advisor. The explanations below are intended to answer questions about why
the categories exist and how securities are selected for each strategy
type.

What are the broad strategy types (or asset classes) for The Brinson Funds?

There are three broadly defined asset classes represented in this
prospectus: Bond Funds, Equity Funds and Balanced Funds. Bond Funds invest
primarily in fixed income or debt securities issued by corporations and
government entities. Equity Funds invest primarily in publicly-traded
equity securities--stock issued by corporations. Balanced Funds invest in
both stock and fixed income securities.

Within the Equity Funds, what are the more specific strategy types?

The Brinson Equity Funds can be categorized into three categories:
Core/Value Equity Funds, Growth Equity Funds and Specialized Sector Funds.
The "Principal Investment Strategies" section of this prospectus provides
strategy overviews of each of the Funds.

Which Brinson Funds are included in each category?

The Brinson Funds are categorized as follows:
Balanced Funds: Global Fund, U.S. Balanced Fund

Bond Funds: Global Bond Fund, U.S. Bond Fund, High Yield Fund,
Emerging Markets Debt Fund

Equity Funds:

. Core/Value Equity Funds: Global Equity Fund, U.S. Equity Fund,
U.S. Value Equity Fund, U.S. Large Cap Equity Fund, U.S. Small
Cap Equity Fund, International Equity Fund, Emerging Markets
Equity Fund
. Growth Equity Funds: U.S. Large Cap Growth Fund, U.S. Small Cap
Growth Fund
. Specialized Sector Funds: Global Technology Fund, Global Biotech
Fund, U.S. Real Estate Equity Fund

How are securities selected for the Core/Value Equity Funds discussed in this
prospectus?

Our Core/Value approach is simple. When the Advisor's estimation of an
investment's fundamental value is greater than its current market price,
we will consider it as a candidate for inclusion in the Funds' portfolio.

Fundamental Value is the value (in today's terms) of the future cash
flows that an investment will generate for its investors.

Market Price is the price investors will pay to acquire a particular
asset in the investment marketplace today.

For each stock under our analysis, we estimate a fundamental value using
disciplined quantitative techniques that incorporate our team of analysts'
considerations of company management, competitive advantage, and each
company's core competencies. These value estimates are then compared to
current market prices and ranked against the other stocks in our valuation
universe. Portfolios are constructed by focusing on those stocks that rank
in the top 20% of the valuation output. Each Fund's risk is carefully
monitored, with consideration given to market sensitivity, common factor
exposures (e.g., size, momentum), industry weightings and individual stock
selection.

20
<PAGE>

Securities Selection Process (cont.)
--------------------------------------------------------------------------------

How are securities selected for the Growth Equity Funds discussed in this
prospectus?

In the growth universe, we seek to invest in companies that possess a
dominant market position and franchise, a major technical edge or a unique
competitive advantage. Factors employed in our quantitative disciplines
include earnings revision trends, positive stock price momentum and sales
acceleration. Our investment professionals then conduct intensive
fundamental research on the universe of companies identified as attractive
by our quantitative models. Portfolios are constructed and monitored with
close adherence to risk control guidelines.

How are securities selected for the Specialized Sector Funds discussed in
this prospectus?

Security selection for these funds is similar to that of our Growth Funds.
Investment decisions rely on quantitative analysis and screening, as well
as fundamental research and valuation work. This process narrows the
universe of stocks in the sector to those which, in our assessment, have a
fundamental value greater than the market price. We then compare these
stocks to determine their attractiveness relative to each other, and
select those with the most favorable return and risk profiles for the
Fund.

What is different or unique about the Specialized Sector Funds?

Our Specialized Sector Funds were created in response to changing market
conditions, and for the varied and dynamic needs of our clients and
shareholders. These Funds are diversified among narrower market segments
than our Core/Value and Growth Funds, and are intended to complement a
diversified investment program.

How are securities selected for the Bond Funds discussed in this prospectus?

We use an internally developed valuation model for fixed income selections
for our Funds, which quantifies our return expectations for all of the
major bond markets. Inputs to this model include forecasts of inflation,
risk premiums and interest rates. We determine optimal country and
currency weightings based on our assessments of global macroeconomic and
political landscapes.Our credit review process incorporates both a
top-down strategy, which focuses on how macroeconomic forces shape various
industry outlooks, and a bottom-up strategy, looking at specific debt
securities, which relies on a combination of qualitative and quantitative
factors. Our qualitative assessment focuses on management strength, market
position, competitive environment and financial flexibility. Our
quantitative assessment focuses on historical operating results,
calculation of various credit ratios and an expected future outlook. With
the exception of the High Yield Fund and the Emerging Markets Debt Fund,
our fixed income selections generally include all categories of investment
grade fixed income securities, which are high credit quality debt
investments, and emphasize the higher quality securities in this spectrum
(those with a credit rating of AA and above and lower probability of
default). Our fixed income strategies combine judgments about the absolute
value of the fixed income universe and the relative value of issuer
sectors, maturity intervals, duration of securities, quality and coupon
segments and specific circumstances facing the issuers of fixed income
securities. Duration management involves adjusting the sensitivity to
interest rates of the holdings within a country. We manage duration by
choosing a maturity mix that provides opportunity for appreciation while
also limiting interest rate risks. Depending on market conditions,
undervalued securities may be found in different countries, sectors and
durations. Therefore, all investment decisions are interrelated and made
using ongoing country/currency, sector, security and duration research
conducted on a global basis.

How are the Balanced Funds discussed in this prospectus constructed?

Bonds are selected for these Funds using the approach described above.
Stocks are chosen for the Balanced Funds using our core/value equity
process. One of the most important investment decisions, with respect to
the Balanced Funds, is what proportion of the Funds' assets to invest in
each of the major asset classes (i.e., how much to invest in U.S. bonds,
U.S. equities, international bonds, international equities, etc). This is
known as the asset allocation decision.

21
<PAGE>

Securities Selection Process (cont.)
--------------------------------------------------------------------------------

Within each of these asset classes, we also analyze countries and market
segments, searching out attractive investment opportunities at these broad
levels. For example, in constructing the Global Fund, we utilize a
proprietary fundamental valuation model that examines the relative
attractiveness of each global market. If we are indifferent among markets,
we would opt for normal weights as determined by the proportion of each
market in the Fund's benchmark. See page 11 for a definition of the
benchmark. Around this benchmark, we construct a range which defines the
limits of our normal exposure; the use of ranges permits active market
selection while simultaneously ensuring a controlled minimum level of
diversification.

Many of the Funds invest either globally or internationally. How diversified
are they with respect to the countries they invest in?

The Funds that invest either globally or internationally 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.

What investment practices apply to all of The Brinson Funds?

Unless otherwise stated, each of the following policies applies to all of
the Funds.

. Cash and Cash Equivalents

Each Fund may invest in cash or cash equivalent instruments, including
units of an affiliated money market fund. When unusual market conditions
warrant, a Fund may make substantial temporary defensive investments in
cash equivalents. When a Fund invests for defensive purposes, it may
affect the attainment of the Fund's objective. See the SAI for further
information.

. Portfolio Turnover

The Funds generally intend to purchase securities for long-term
investment. Portfolio turnover rates are not a factor in making buy and
sell decisions. Increased portfolio turnover may result in higher costs
for brokerage commissions, dealer mark-ups and other transaction costs. It
may also result in taxable gains. Higher costs associated with increased
portfolio turnover may offset gains in a Fund's performance. The portfolio
turnover for the following Funds may exceed 100%: Global, Global Equity,
Global Technology, Global Biotech, Global Bond, U.S. Balanced, U.S. Large
Cap Equity, U.S. Small Cap Growth, U.S. Real Estate Equity and U.S. Bond.

What are benchmarks (or indices) and how are they used?

Benchmarks are passive groupings of securities that serve as standards of
measurement for making risk and performance comparisons to actively
managed investment portfolios. The Funds' total returns are compared to
the total returns of their benchmarks in the Fund Performance section of
this prospectus. Benchmarks give the Fund's shareholders an objective
target against which to judge the Advisor's performance. The precise
selection of benchmarks is often critical to understanding and evaluating
performance. Today, nearly all institutional investors assign their
investment advisors a benchmark against which the advisor's performance is
evaluated.

The Brinson Funds have adopted widely recognized industry benchmarks
against which they evaluate the performance of the Funds as well as the
Funds' management teams. In addition to these widely recognized indices,
for some Funds, the Advisor has chosen a benchmark that is more narrowly
defined, or that is more closely aligned with the types of investments
held in the Funds.

22
<PAGE>

Securities Selection Process (cont.)
--------------------------------------------------------------------------------

The same type of decision can then be made with respect to broadly
aggregated factors like companies' earnings volatility or Price/Earnings
ratios. By using the benchmark as a guide, and having limits to how much
the Fund positions can deviate from the benchmark, diversification is
ensured and the risk of large unexpected deviations from the benchmark
should be mitigated.

In cases where no suitable (or industry standard) benchmark exists, the
Advisor constructs benchmarks by appropriately weighting and combining
component benchmarks created by external data providers.

What does "non-diversified" mean?

Some Funds are referred to as "non-diversified Funds." A non-diversified
Fund invests in fewer securities. This means that gains or losses on a
single security or issuer held by the Fund can potentially result in
increased fluctuations in the net asset value of the Fund.

Many of the Equity Fund names make reference to the "cap" (or market
capitalization) of the investments they hold. What does it mean, and what is
its significance?

The market capitalization of a stock is defined as the total number of
shares of the stock that are outstanding multiplied by the current market
price of the stock. It is a measure of the total dollar value (or size) of
the company's outstanding stock positions. Larger companies have
historically been viewed by investors as more stable than smaller
companies; and their shares are generally more widely held, thus more
easily and frequently traded. A company's market capitalization is most
commonly classified as either "large," "intermediate," or "small."

Are these "market cap" classifications constant in terms of size or dollar
value across market segments?

No. Whether a security is classified as "large cap" or "small cap" is
dependent on the universe of securities from which it is drawn. For
example, our definitions of large and small cap are different for our
Growth Equity portfolios than for our Core/Value Equity portfolios.

What are the specific definitions of "large cap" and "small cap" for these
different market segments?

Our Core/Value Equity portfolios define "large cap" securities as those
securities with total market capitalization of greater than $9 billion,
while "small cap" securities are those securities with market
capitalization less than $3 billion. For our Growth portfolios, "large
cap" refers to securities with market capitalization greater than $3
billion, while "small cap" refers to securities with market capitalization
less than $1 billion.

Can a Large Cap or Small Cap Fund invest in securities that fall outside
these market capitalization definitions?

Yes, both the large and small capitalization portfolios will invest
primarily in their respective market capitalization segments, however,
they may also invest a portion of their assets in securities that fall
outside of the ranges defined above. Further, if movement in the market
price causes a security to change from one classification to another, the
security will not necessarily be removed from the Fund's portfolio.

23
<PAGE>

Investment Advisor
--------------------------------------------------------------------------------

Advisory Fees

The following chart shows the investment advosory fees payable to Brinson
Partners, before fee waivers, by each Fund during its last fiscal year.

Investment Advisory Fees
(expressed as a percentage of average net assets)

(1) Management fees shown for the Global Technology Fund and Global Biotech Fund
are based on estimates as the Funds have had less than one year of operations as
of the date of this prospectus. Management fees shown for the U.S. Value Equity
Fund, U.S. Small Cap Equity Fund, U.S. Real Estate Equity Fund, Emerging Markets
Debt Fund and Emerging Markets Equity Fund are based on estimates, as the Funds
had not commenced operations as of the date of this prospectus.

The Advisor has irrevocably agreed to waive its fees and reimburse certain
expenses so that the total operating expenses of the Brinson Funds--Class N
shares do not exceed the following amounts for each of the Funds:

Brinson Partners, Inc.,
209 South LaSalle Street,
Chicago, Ill 60604-1295

Global Fund 1.10%
Global Equity Fund 1.00
Global Technology Fund 1.55
Global Biotech Fund 1.30
Global Bond Fund 0.90
U.S. Balanced Fund 0.80
U.S. Equity Fund 0.80
U.S. Value Equity Fund 0.85
U.S. Large Cap Equity Fund 0.80
U.S. Large Cap Growth Fund 0.80
U.S. Small Cap Equity Fund 1.15
U.S. Small Cap Growth Fund 1.15
U.S. Real Estate Equity Fund 1.05
U.S. Bond Fund 0.60
High Yield Fund 0.70
Emerging Markets Debt Fund 1.15
International Equity Fund 1.00
Emerging Markets Equity Fund 1.60

About the Advisor

Brinson Partners, Inc., a Delaware corporation located in Chicago, Illinois, is
an investment advisor registered with the U.S. Securities and Exchange
Commission. As of June 30, 2000, Brinson Partners was responsible for the
management of over $199 billion in institutional assets.

The UBS Asset Management Division is responsible for the institutional asset
management activities of UBS, and employs more than 2,700 people worldwide. The
organization manages over $339 billion of institutional assets, including $200
billion of discretionary institutional assets on an active basis, as well as
mutual fund assets for UBS Private Banking which total over $139 billion.
Clients include corporations, public funds, endowments, foundations, central
banks and other investors located throughout the world.

24
<PAGE>

Investment Advisor (cont.)
--------------------------------------------------------------------------------

About the Sub-Advisor

The Advisor employs UBS Asset Management (New York), Inc., ("UBS New York") to
serve as sub-advisor to the Global Technology Fund, Global Biotech Fund, U.S.
Large Cap Growth Fund, U.S. Small Cap Growth Fund, U.S. Real Estate Equity Fund
and High Yield Fund. UBS New York is a subsidiary of UBS AG. As of June 30,
2000, UBS New York had approximately $14.98 billion in assets under management.
UBS New York is located at 10 East 50th Street, New York, NY.

Subject to the Advisor's control and supervision, UBS New York is responsible
for managing the investment and reinvestment of that portion of a Fund's
portfolio that the Advisor designates from time to time, including placing
orders for the purchase and sale of portfolio securities. UBS New York also
furnishes the Advisor with investment recommendations, asset allocation advice,
research and other investment services subject to the direction of the Trust's
Board and officers.

The Advisor pays UBS New York a portion of the fee the Advisor receives under
its investment advisory agreement with each Fund subadvised by UBS New York. See
the SAI for further information.

Portfolio Management

Investment decisions for the Funds are made by investment management teams at
Brinson Partners and UBS New York. No member of any investment management team
is primarily responsible for making recommendations for portfolio
purchases.

Pricing of Fund Shares
--------------------------------------------------------------------------------

The Brinson Fund - Class N shares are bought and sold at net asset value
("NAV"), which is calculated as of the close of business on each day that the
New York Stock Exchange ("NYSE") is open (currently 4:00 p.m. Eastern time). The
NAV of a class of shares of a Fund is determined by dividing the value of the
securities and other assets, less liabilities, allocated to the class by the
number of outstanding shares of the class. A Fund's securities are valued based
on the last sale price or, where market quotations are not readily available,
are based on fair value as determined in good faith by the Trust's Board of
Trustees.

25
<PAGE>

Purchasing Shares
--------------------------------------------------------------------------------

The minimum initial investment for Fund shares is $1,000,000. Subsequent
investments for Fund shares will be accepted in minimum amounts of $2,500. The
minimum purchase requirement for Individual Retirement Accounts ("IRAs") is
$2,000. The Funds reserve the right to vary the investment minimums and
subsequent minimums for additional investments at any time. In addition, Brinson
Partners may waive the minimum initial investment requirement for any investor
at its discretion. Purchases may be made in any one of the following ways:

If you have any questions or need further information, call 1-800-448-2430. The
Brinson Funds strongly discourage market timers and short-term traders from
investing in the Funds.

By Telephone

Call 1-800-448-2430 to arrange for a telephone transaction. If you want to make
future transactions (e.g., purchase additional shares, redeem or exchange
shares) by telephone, you will need to elect this option either on the initial
application or subsequently in writing.

By Mail

Complete and sign an application for Class N shares.

Make your check payable to "Brinson ___________ Fund - Class N."

If you are adding to your existing account, enclose the remittance portion of
your account statement and include the amount of investment, account name and
number.

Mail your application and/or check to:

The Brinson Funds
c/o Transfer Agent
P.O. Box 2798
Boston, MA
02208-2798

By Wire

If you are opening a new account, call the Funds at 1-800-448-2430 to arrange
for a wire transaction.

Then wire federal funds to:

The Chase Manhattan Bank

ABA #021000021
DDA #9102-783504
FBO: "Brinson ___________ Fund - Class N" and include your name and new account
number.

Complete and sign an application for Class N shares and mail immediately
following the initial wire transaction to:

The Brinson Funds
c/o Transfer Agent
P.O. Box 2798
Boston, MA
02208-2798

If you are adding to your existing account, you do not need to call the Funds to
arrange for a wire transaction, but be sure to include your name and account
number.

26
<PAGE>

Purchasing Shares (cont.)
--------------------------------------------------------------------------------

Through Financial Institutions/Professionals

In some cases, the Funds have entered into one or more Sales Agreements with
brokers, dealers or other financial intermediaries ("Service Providers"), as
well as with financial institutions (banks and bank trust departments) (each an
"Authorized Dealer"). The Authorized Dealer, or intermediaries designated by the
Authorized Dealer (a "Sub-designee"), may accept purchase and redemption orders
that are in "good form" on behalf of the Funds. A Fund will be deemed to have
received a purchase or redemption order when the Authorized Dealer or
Sub-designee accepts the order. Such orders will be priced at the Fund's net
asset value next computed after such order is accepted by the Authorized Dealer
or Sub-designee. These Authorized Dealers may charge the investor a transaction
fee or other fee for their services at the time of purchase. These fees would
not be otherwise charged if you purchased shares directly from the Funds. It is
the responsibility of such Authorized Dealers or Sub-designees to promptly
forward purchase orders with payments to the Funds.

Telephone orders are accepted from broker-dealers or service organizations if
they have been previously approved by the Funds.

Automatic Investment Plan

Through this option, money can be electronically deducted from your checking,
savings or bank money market accounts and invested in the Funds each month or
quarter.

Complete the Automatic Investment Plan Application, which is available upon
request by calling 1-800-448-2430, and mail it to the address indicated.

The initial $1,000,000 minimum investment still applies, however, subsequent
investments can be as little as $2,500.

The Funds may alter or terminate the Automatic Investment Plan at any time.

Systematic Withdrawal Plan

If you have a minimum of $1,000,000 in your account, you may direct the transfer
agent to make payments to you (or anyone you designate) monthly, quarterly or
semi-annually.

Withdrawals are drawn from share redemptions and must be a minimum of $500 per
payment under the Systematic Withdrawal Plan ("SWP"), you must elect to have
dividends and distributions automatically reinvested in additional Fund shares.

The Funds may terminate any SWP if the value of the account falls below $50,000
due to share redemptions or an exchange of shares for Class N shares of another
Fund.

Account Options

The following account options are available. There are no charges for the
programs noted below and you may change or terminate these plans at any time by
written notice to the Funds. For information about participating in these
account options, call the transfer agent at 1-800-448-2430.

Individual Retirement Account

You may open an IRA, a tax-deferred retirement account, with the Funds if you
are under age 701/2. The minimum purchase requirement for an IRA is $2,000.

27
<PAGE>

Purchasing Shares (cont.)
--------------------------------------------------------------------------------

Brinson Partners, or its affiliates, may, from its own resources, compensate
Service Providers for services performed with respect to a Fund's Class N
shares. These services may include marketing, shareholder servicing,
recordkeeping and/or other services. Payments made for any of these purposes may
be made from Brinson Partners' revenues, its profits or any other sources
available. When these service arrangements are in effect, they are generally
made available to all qualified Service Providers.

Exchanging Shares

You can exchange your Class N shares for Class N shares of other Funds.
Exchanges will not be permitted between the Brinson Funds - Class N shares and
either the UBS Investment Funds class of shares or the Brinson Funds - Class I
shares.

Under certain circumstances, the Funds may:

* Limit the number of exchanges between Funds
* Reject a telephone exchange order
* Modify or discontinue the exchange privilege upon 60 days' written
notice

Exchanged Funds are subject to the minimum initial investment requirement. The
procedures that apply to redeeming shares also apply to exchanging shares.

An exchange is the sale of shares of one Fund and purchase of shares of another
and could result in taxable gain or loss in a non-tax sheltered account.

28
<PAGE>

Redeeming Shares
--------------------------------------------------------------------------------

Please note that proceeds for redemption requests made shortly after a recent
purchase by check will be distributed once the check clears, which may take up
to 15 days.

You may redeem some or all of your shares any day the NYSE is open for business
by doing one of the following (if you have any questions, call the transfer
agent at 1-800-448-2430).

By Telephone

If you have chosen the telephone redemption privilege on the initial application
or subsequently arranged in writing, you may call 1-800-448-2430 to redeem
shares.

By Mail

Shareholders may sell shares by making a written request to:

The Brinson Funds
c/o Transfer Agent
P.O. Box 2798
Boston, MA 02208-2798

Include signatures of all persons required to sign for transactions, exactly as
their names appear on the account application.

To protect your account from fraud, the Funds may require a signature guarantee
for certain redemptions (see "Signature Guarantees" below).

By Bank Wire

If you have chosen the wire redemption privilege on the initial application or
subsequently arranged in writing, you may request the Funds to wire your
proceeds to a predesignated bank account.

Call 1-800-448-2430.

Wire redemption requests must be received by the transfer agent by 4:00 p.m.
Eastern time for money to be wired the next business day.

Through Financial Institutions/ Professionals

Contact your financial institution or professional for more information. If you
purchased shares through an Authorized Dealer or Sub-designee, you should
contact it for more information.

Important note: Each institution or professional may have its own procedures and
requirements for selling shares and may charge fees.

29
<PAGE>

Redeeming Shares (cont.)
--------------------------------------------------------------------------------

Signature Guarantees

Telephone Transactions

Transfer of Securities

Dividends and Distributions
--------------------------------------------------------------------------------

Net investment income for all of the Funds consists of all dividends and
interest received, less expenses (including fees payable to the Advisor and its
affiliates).

Dividends from net investment income are declared, and paid, by each Fund
semi-annually -- in June and December. In December, the Funds will distribute
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 Fund, if later) and ending October 31. At the
same time, the Funds will distribute all of their net investment income earned
through the end of December and not previously distributed as ordinary (not
capital) income.

30
<PAGE>

Tax Considerations
--------------------------------------------------------------------------------

When you sell or exchange your shares of a Fund, you may have a capital gain or
loss. The tax rate on any gain from the sale or exchange of your shares depends
on how long you have held your shares.

Fund distributions and gains from the sale or exchange of your shares will
generally be subject to state and local income tax. Foreign investors may be
subject to U.S. withholding and estate tax.

If any of the following situations apply to you, the Funds will be required by
the IRS to withhold 31% of your taxable distributions:

* you do not provide your correct taxpayer identification number, or
* you do not certify that such number is correct, or
* the IRS instructs the Fund to do so.

Buying a Dividend

Shareholders will be advised annually of the source and the tax status of all
Fund distributions for federal income tax purposes.

Distribution Arrangements
--------------------------------------------------------------------------------

The Funds have adopted a distribution plan under 12b-1 of the Investment Company
Act of 1940 to compensate Brinson Partners, Funds Distributor, Inc. and others
for distributing and promoting sales of the Brinson Funds - Class N Shares.
Annual fees paid under the plan may not exceed 0.25% of the average daily net
assets of each Fund's Class N Shares. Because these distribution and service
fees are paid out of the assets of the Class N Shares on an ongoing basis, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges.

Multiple Classes
--------------------------------------------------------------------------------

The Funds are series of The Brinson Funds, a Delaware business trust, and
currently offer three classes of shares: Brinson Funds-Class I, Brinson
Funds-Class N and UBS Investment Funds Class of shares.

31
<PAGE>

[This page intentionally left blank]

32
<PAGE>

Financial Highlights
--------------------------------------------------------------------------------

The selected financial information in the following table has been audited by
the Funds' independent auditors, whose unqualified reports thereon (the
"Reports") appear in the Funds' Annual Report to shareholders dated June 30,
2000 (the "Annual Report"). Additional performance and financial data and
related notes are contained in the Annual Report, which is available without
charge upon request. The Funds' financial statements for the fiscal year ended
June 30, 2000 and the Reports are incorporated by reference into the SAI.

U.S. Large Cap Growth Fund, U.S. Small Cap Growth Fund and High Yield Fund

The U.S. Large Cap Growth Fund, the U.S. Small Cap Growth Fund and the High
Yield Fund (collectively, the "New Funds") are successors to the UBS Large Cap
Growth Fund, the UBS Small Cap Fund and the UBS High Yield Bond Fund,
respectively (collectively, the "Predecessor Funds"). Each Predecessor Fund,
prior to its merger into a New Fund, operated as a separate portfolio of UBS
Private Investor Funds, Inc., another investment company that was advised by
another entity. The Predecessor Funds had fiscal years ending on December 31. On
December 18, 1998, following the approval of the shareholders of each
Predecessor Fund of an agreement and plan of reorganization, the UBS Large Cap
Growth Fund, the UBS Small Cap Fund and the UBS High Yield Bond Fund were
reorganized and merged into the U.S. Large Cap Growth Fund, the U.S. Small Cap
Growth Fund and the High Yield Fund, respectively. (These transactions are
collectively referred to as the "Reorganizations".) The New Funds had no
operations prior to the Reorganizations. The New Funds have fiscal years ending
on June 30.

The selected financial information in the following table, for the year ended
June 30, 2000, has been audited by the Funds' independent auditors, Ernst &
Young LLP, whose unqualified reports on the financial statements containing such
information appear in the Annual Report. The selected financial information in
the following table for the years ended June 30, 1999 and December 31, 1998 has
been audited by the Funds' independent auditors, whose unqualified reports on
the financial statements containing such information appear in the New Funds'
Annual Report to Shareholders (collectively, the "New Funds' Reports") dated
June 30, 1999 and December 31, 1998, respectively. The selected financial
information in the following table for the year ended December 31, 1997 has been
audited by the Predecessor Funds' independent auditors, whose unqualified
reports on the financial statements containing such information (the
"Predecessor Funds' Reports") appear in the Predecessor Funds' Annual Report to
Shareholders dated December 31, 1997 (the "Predecessor Funds' Annual Report").
Additional performance and financial data and related notes are contained in the
Annual Report, the New Funds' Reports and the Predecessor Funds' Annual Reports
(collectively, the "New Funds' and Predecessor Funds' Reports"), which are
available without charge upon request. The New Funds' financial statements for
the fiscal years ended June 30, 2000, June 30, 1999, December 31, 1998, and the
Predecessor Funds' financial statements for the fiscal year ended December 31,
1997, and the New Funds' and Predecessor Funds' Reports, are incorporated by
reference into the SAI.

U.S. Value Equity Fund, U.S. Small Cap Equity Fund, U.S. Real Estate Equity
Fund, Emerging Markets Debt Fund and Emerging Markets Equity Fund

No financial information is presented for these Funds as they had not commenced
operations as of the date of this prospectus.

33
<PAGE>

Financial Highlights (cont.)
--------------------------------------------------------------------------------
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' and the Predecessor Funds' financial statements.

<TABLE>
<CAPTION>
Income (Loss) from Investment Operations Less Distributions
------------------------------------------ ------------------------------
Distributions Distributions
Total from and from and
Net asset Net income in excess in excess
value- Net realized and (loss) from of net of net
beginning Investment unrealized investment investment realized
Year of period income (loss) gain (loss) operations income gain
<S> <C> <C> <C> <C> <C> <C>
BRINSON GLOBAL FUND--Class N (Commencement of Operations June 30, 1997)
1998 $ 13.13 0.63 0.32 0.95 (0.63) (0.70)
1999 $ 12.75 0.27 0.25 0.52 (0.44) (0.84)
2000 $ 11.99 0.19/2/ (0.30) (0.11) (0.16) (0.52)

BRINSON GLOBAL EQUITY FUND--Class N (Commencement of Operations June 30, 1997)
1998 $ 12.76 0.13 0.82 0.95 (0.13) (1.05)
1999 $ 12.53 0.10/2/ 1.09 1.19 (0.14) (0.18)
2000 $ 13.40 0.04/2/ 0.27 0.31 (0.06) (1.21)

BRINSON GLOBAL TECHNOLOGY FUND--Class N (Commencement of Operations May 26, 2000)
2000 $ 10.00 -- 1.30 1.30 -- --

BRINSON GLOBAL BIOTECH FUND--Class N (Commencement of Operations June 2, 2000)
2000 $ 10.00 (0.01)/2/ 2.08 2.07 -- --

BRINSON GLOBAL BOND FUND--Class N (Commencement of Operations June 30, 1997)
1998 $ 9.64 0.42/2/ (0.20) 0.22 (0.29) (0.17)
1999 $ 9.40 0.37/2/ (0.07) 0.30 (0.46) (0.08)
2000 $ 9.16 0.37/2/ (0.43) (0.06) -- (0.01)

BRINSON U.S. BALANCED FUND--Class N (Commencement of Operations June 30, 1997)
1998 $ 12.53 0.47/2/ 0.94 1.41 (0.73) (0.94)
1999 $ 12.27 0.29/2/ 0.18 0.47 (0.71) (2.65)
2000 $ 9.38 0.23/2/ (0.74) (0.51) (0.24) (0.06)

BRINSON U.S. EQUITY FUND--Class N (Commencement of Operations June 30, 1997)
1998 $ 17.64 0.15 3.37 3.52 (0.15) (1.13)
1999 $ 19.88 0.08/2/ 2.67 2.75 (0.12) (1.12)
2000 $ 21.39 0.13/2/ (3.75) (3.62) (0.03) (1.77)

BRINSON U.S. LARGE CAP EQUITY FUND/4/--Class N (Commencement of Operations April 6, 1998)
1998 $ 10.00 0.02 (0.23) (0.21) (0.01) --
1999 $ 9.78 0.09/2/ 1.31 1.40 (0.05) --
2000 $ 11.13 0.07/2/ (2.68) (2.61) (0.06) (0.95)
</TABLE>

34
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------
Ratio of Net
Ratio of Expenses Investment Income
to Average Net to Average Net
Assets Assets
------------------------------------------------------------
Net Net
assets Total assets Before After Before After
Total value- Return end of expense expense expense expense Portfolio
Distribu- end of (non- period reimburse- reimburse- reimburse- reimburse- turnover
tions period annualized) (in 000s) ment ment ment ment rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(1.33) $ 12.75 7.90% $ 1,163 1.19% N/A 2.45% N/A 88%
(1.28) $ 11.99 4.47% $ 1,576 1.21% N/A 1.98% N/A 105%
(0.68) $ 11.20 (0.80)% $ 202 1.24% N/A 1.74% N/A 98%

(1.18) $ 12.53 8.60% $ 1 1.27% 1.25% 1.04% 1.06% 46%
(0.32) $ 13.40 9.80% $ 220 1.30% 1.25% 0.80% 0.85% 86%
(1.27) $ 12.44 2.49% $ 224 1.33% 1.25% 0.23% 0.31% 111%

(--) $ 11.30 13.00% $ 1 13.53%/1/ 1.80%/1/ (12.51)%/1/ (0.78)%/1/ 14%

(--) $ 12.07 20.70% $ 1 10.35%/1/ 1.55%/1/ (9.54)%/1/ (0.74)%/1/ 19%

(0.46) $ 9.40 2.37% $ 9 1.21% 1.15% 4.22% 4.28% 151%
(0.54) $ 9.16 2.89% $ 1,085 1.15% N/A 3.80% N/A 138%
(0.01) $ 9.09 (0.66)% $ 1 1.30% 1.19%/5/ 4.09% 4.20% 87%

(1.67) $ 12.27 12.15% $ 1 1.06% 1.05% 3.63% 3.64% 194%
(3.36) $ 9.38 4.17% $ 1 1.21% 1.05% 2.75% 2.91% 113%
(0.30) $ 8.57 (5.39)% $ 1 1.26% 1.06%/6/ 2.55% 2.75% 96%

(1.28) $ 19.88 21.10% $ 268 1.05% N/A 0.87% N/A 42%
(1.24) $ 21.39 14.75% $ 7,563 1.05% N/A 0.57% N/A 48%
(1.80) $ 15.97 (17.24)% $ 7,191 1.09% 1.05% 0.64% 0.68% 55%

(0.01) $ 9.78 (2.02)% $ 16,033 1.84%/1/ 1.05%/1/ 0.27%/1/ 1.06%/1/ 12%
(0.05) $ 11.13 14.40% $ 3,756 1.54% 1.05% 0.32% 0.81% 88%
(1.01) $ 7.51 (24.12)% $ 35 1.52% 1.05% 0.45% 0.92% 174%
</TABLE>

35
<PAGE>

Financial Highlights (cont.)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Income (Loss) from Investment Operations Less Distributions
------------------------------------------- -----------------------------
Distributions Distributions
Total from and from and
Net asset Net income in excess in excess
value- Net realized and (loss) from of net of net
beginning Investment unrealized investment investment realized
Year of period income (loss) gain (loss) operations income gain
<S> <C> <C> <C> <C> <C> <C>
BRINSON U.S. LARGE CAP GROWTH FUND/4,7/--Class N (Commencement of Operations December 31, 1998)
1999 $ 11.84 (0.01) 2.05 2.04 -- --
2000 $ 13.88 0.02/2/ 2.29 2.27 -- (0.95)

BRINSON U.S. SMALL CAP GROWTH FUND/4,7/--Class N (Commencement of Operations December 31, 1998)
1999 $ 8.80 (0.04) 0.40 0.36 -- --
2000 $ 9.16 (0.08)/2/ 7.12 7.04 -- --

BRINSON U.S. BOND FUND--Class N (Commencement of Operations June 30, 1997)
1998 $ 10.24 0.61 0.42 1.03 (0.55) (0.14)
1999 $ 10.58 0.57/2/ (0.26) 0.31 (0.44) (0.15)
2000 $ 10.30 0.58/2/ (0.25) 0.33 (0.64) --

BRINSON HIGH YIELD FUND/7/--Class N (Commencement of Operations December 31, 1998)
1999 $ 9.98 0.42/2/ (0.15) 0.27 (0.30) --
2000 $ 9.95 0.90/2/ (0.90) -- (0.70) (0.07)

BRINSON INTERNATIONAL EQUITY FUND--Class N (Commencement of Operations June 30, 1997)
1998 $ 12.59 0.16 0.29 0.45 (0.16) (0.74)
1999 $ 12.14 0.12 0.27 0.39 (0.11) (0.12)
2000 $ 12.30 0.08/2/ 1.33 1.41 -- (0.14)
</TABLE>

(1) Annualized.

(2) The net investment income per share data was determined by using average
shares outstanding throughout the period.

(3) The International Equity Fund changed its name from the Global Equity
Fund effective on the date of this prospectus.

(4) The U.S. Large Cap Equity Fund, U.S. Large Cap Growth Fund and U.S. Small
Cap Growth Fund changed their names from the U.S. Large Capitalization
Equity Fund, U.S. Large Capitalization Growth Fund and U.S. Small
Capitalization Growth Fund, respectively, on May 2, 2000.

(5) The ratio of net operating expenses to average net assets was 1.15%.

(6) The ratio of net operating expenses to average net assets was 1.05%.

(7) The ratio of net operating expenses to average net assets was 1.24%.

N/A = Not Applicable.

36
<PAGE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------
Ratio of Net
Ratio of Expenses Investment Income (Loss)
to Average Net to Average Net
Assets Assets
------------------------- --------------------------

Net Total Net assets, Before After Before After
assets value, Return end expense expense expense expense Portfolio
Total end of (non- of period reimburse- reimburse- reimburse- reimburse- turnover
Distributions period annualized) (in 000s) ment ment ment ment rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>
-- $ 13.88 17.23% $ 1 2.63%/1/ 1.05%/1/ (1.51)%/1/ 0.07%/1/ 51%
(0.95) $ 15.20 17.18% $ 1 2.11% 1.05% (1.22)% (0.16)% 86%

-- $ 9.16 4.09% $ 1 1.57%/1/ 1.40%/1/ (0.87)%/1/ (0.70)%/1/ 71%
-- $ 16.20 76.86% $ 2 1.56% 1.40% (1.01)% (0.85)% 104%

(0.69) $ 10.58 10.30% $ 1 1.09% 0.85% 5.36% 5.60% 198%
(0.59) $ 10.30 2.88% $ 1 0.86% 0.85% 5.17% 5.18% 260%
(0.64) $ 9.99 3.29% $ 1 0.92% 0.85% 5.87% 5.94% 170%

(0.30) $ 9.95 2.71% $ 1 1.08%/1/ 0.95%/1/ 8.29%/1/ 8.42%/1/ 77%
(0.77) $ 9.18 (0.13)% $ 1 1.11% 0.95% 9.06% 9.22% 73%

(0.90) $ 12.14 4.51% $ 11 1.25% N/A 1.27% N/A 49%
(0.23) $ 12.30 3.30% $ 15 1.24% N/A 1.10% N/A 74%
(0.14) $ 13.57 11.51% $ 1 1.25%/7/ N/A 0.64% N/A 59%
</TABLE>

37
<PAGE>

For More Information
--------------------------------------------------------------------------------

More information on The Brinson Funds is available free upon request:

Shareholder Reports

Additional information about the Funds' investments is available in the Funds'
annual and semi-annual reports to shareholders. In the Funds' annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected each Fund's performance during its last fiscal year.

Statement of Additional Information ("SAI")

The SAI provides more details about each Fund and its policies. The SAI is on
file with the Securities and Exchange Commission ("SEC") and is incorporated by
reference into (is legally considered part of) this prospectus.

TO OBTAIN INFORMATION:

By Telephone

Call 1-800-448-2430

By Mail

The Brinson Funds
P.O. Box 2798
Boston, MA 02208-2798

By Email

[email protected]
------------------

On The Internet

Text-only versions of the prospectus and other documents pertaining to the Funds
can be viewed online or downloaded from:

SEC: http://www.sec.gov
------------------

Brinson Partners: http://www.brinsonfunds.com/
----------------------------

Information about the Funds (including the SAI) can also be reviewed and copied
at the SEC's public reference room in Washington, DC (phone 202-942-8090
concerning hours of operation only). Or, you can obtain copies of this
information by sending a request, along with a duplicating fee, to the SEC's
Public Reference Section, Washington, DC 20549-6009, or by electronic request at
[email protected].

The Funds are series of The Brinson Funds; Registration Number: 811-6637
<PAGE>

[LOGO] THE BRINSON FUNDS

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

209 South LaSalle Street.Chicago, Illinois 60604-1295
Tel: 1-800-448-2430
<PAGE>

[LOGO HERE]
UBS

Investment Funds

Prospectus
December 7, 2000

Table of Contents
--------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Objectives..................................................... 2

Principal Investment Strategies........................................... 3

Principal Risks of Investing in the Funds................................. 8

Risk Considerations....................................................... 9

Fund Performance.......................................................... 11

Fees and Expenses......................................................... 17

Securities Selection Process.............................................. 19

Investment Advisor........................................................ 24

Pricing of Fund Shares.................................................... 25

Purchasing Shares......................................................... 26

Redeeming Shares.......................................................... 29

Dividends and Distributions............................................... 30

Tax Considerations........................................................ 31

Distribution Arrangements................................................. 32

Multiple Classes.......................................................... 32

Financial Highlights...................................................... 33

For More Information....................................... Inside Back Cover
</TABLE>