0000950131-00-002957 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 2nd, 2000 • Brinson Funds Inc
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FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 2nd, 2000 • Brinson Funds Inc
April 28, 2000
Brinson Funds Inc • May 2nd, 2000

We have examined the Agreement and Declaration of Trust, as amended (the "Declaration of Trust") of the The Brinson Funds (the "Trust"), a business trust organized under the laws of the State of Delaware on August 9, 1993, the By-Laws of the Trust and the resolutions adopted by the Trust's Board of Trustees organizing the business of the Trust, all as amended to date, and the various pertinent proceedings we deem material. We have also examined the Notification of Registration and the Registration Statements filed under the Investment Company Act of 1940 (the "Investment Company Act") and the Securities Act of 1933 (the "Securities Act"), all as amended to date, as well as other items we deem material to this opinion.

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