<PAGE>
FORT DEARBORN INCOME SECURITIES, INC.
-----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To The Shareholders of
Fort Dearborn Income Securities, Inc.:
The Annual Meeting of Shareholders of Fort Dearborn Income Securities, Inc.
(the "Company") will be held on Monday, December 18, 1995, at 2:00 P.M., Chicago
time, at Brinson Partners, Inc., 209 South LaSalle Street, ninth floor, Chicago,
Illinois 60604, for the following purposes and for the transaction of such other
business as may properly come before the meeting:
(1) electing five directors;
(2) voting to ratify or reject the selection of independent certified public
accountants made by the Board of Directors for the year ending September
30, 1996; and
(3) voting to approve or disapprove an amendment to the Investment Advisory
Agreement between the Company and Brinson Partners, Inc.
The subjects referred to above are discussed in detail in the Proxy
Statement attached to this notice. Each shareholder is invited to attend the
Annual Meeting of Shareholders in person. Shareholders of record at the close of
business on October 25, 1995, have the right to vote at the meeting. IF YOU
CANNOT BE PRESENT AT THE MEETING, WE URGE YOU TO FILL IN, SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN ORDER THAT THE MEETING CAN BE HELD AND A MAXIMUM
NUMBER OF SHARES MAY BE VOTED.
JOSEPH A. ANDERSON
SECRETARY
Chicago, Illinois
November 3, 1995
<PAGE>
FORT DEARBORN INCOME SECURITIES, INC.
209 S. LASALLE ST., ELEVENTH FLOOR
CHICAGO, ILLINOIS 60604-1295
--------------
PROXY STATEMENT
INTRODUCTION
This statement, which is being mailed to shareholders on or about November
3, 1995, is furnished in connection with the solicitation of proxies by the
Board of Directors of Fort Dearborn Income Securities, Inc. (the "Company") for
use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at
Brinson Partners, Inc., 209 South LaSalle Street, ninth floor, Chicago, Illinois
60604, on Monday, December 18, 1995, at 2:00 P.M., Chicago time. Proxies may be
solicited by mail, telephone and personal interview. The Company may also
request brokers, custodians, nominees and fiduciaries to forward proxy material
to the beneficial owners of stock of record. Any proxy given pursuant to such
solicitation and received in time for the Annual Meeting will be voted as
specified in such proxy. The enclosed proxy is revocable at any time. The proxy
may be revoked in writing, by giving a later-dated proxy, or orally at the
Annual Meeting. Signing and mailing the proxy will not affect your right to give
a later proxy or to attend the meeting and vote your shares in person. The cost
of soliciting proxies will be paid by the Company.
On October 25, 1995, the date for determination of shareholders entitled to
receive notice of and to vote at the Annual Meeting, or any adjournments
thereof, there were issued and outstanding 8,831,965 shares of Capital Stock of
the Company, each entitled to one vote, constituting all of the Company's then-
outstanding securities. For purposes of determining the outcome of the vote on a
matter, an instruction to "abstain" from voting on a proposal will be treated as
shares present and entitled to vote and will have the same effect as a vote
against the proposal. "Broker non-votes" are not counted for the purpose of
determining the number of shares present on a voting matter and have no effect
on the outcome of the vote. Any adjournment of the meeting would require the
affirmative vote of a majority of those present in person or by proxy at the
session of the meeting to be adjourned. The proxy solicited hereby confers
authority to vote for any such adjournment; however, a proxy voted against or
abstained from voting on any proposal herein would not be voted in favor of an
adjournment to permit further solicitation of proxies.
1. ELECTION OF DIRECTORS
Five directors are to be elected at the Annual Meeting as the entire Board
of Directors to hold office until the next annual meeting or until their
successors shall have been elected and shall have qualified. If authority is
granted on the accompanying proxy to vote in the election of directors, it is
the intention of the persons named in the proxy to vote at the Annual Meeting
for the election of the nominees named below. If any of the nominees are
unavailable to serve as directors, an event which the Board of Directors does
not now expect, the persons named in the proxy will vote for such other persons
as they, in their discretion, may choose. The affirmative vote of the holders of
a majority of the shares represented at the Annual Meeting is required for the
election of a director. Walter Auch is not standing for reelection and will
retire at the Annual Meeting. Richard S. Peterson has been nominated to serve in
his place. All of the nominees, other than Mr. Peterson, are presently directors
of the Company and all have consented to serve if elected.
1
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED
WHEN DIRECTLY OR
FIRST INDIRECTLY
NAMES AND AGES PRINCIPAL OCCUPATIONS BECAME SEPTEMBER 30,
OF NOMINEES AND OTHER DIRECTORSHIPS DIRECTOR 1995(1)
- ------------------------------------ -------------------------------------------------- ----------- ---------------
<S> <C> <C> <C>
Richard M. Burridge, 66............. President, The Burridge Group since 1986 1972 6,925
(Investment Management); Director of Lincoln
National Income Fund, Lincoln National
Convertible Bond Fund, Lincoln Advisor Fund,
Cincinnati Financial Corporation, St. Joseph
Light and Power, and Computer Access, Inc.; Vice
Chairman, Alliance Capital Management Corp.
prior to March, 1986.
Richard S. Peterson, 65............. Formerly Chief Economist, Continental Bank
(1969-1994); Currently Chairman, Board of
Directors, Illinois Council on Economic
Education; Past member, Economic Advisory
Council, American Bankers Association (1978-1981
and 1990-1993).
C. Roderick O'Neil, CFA, 64......... Chairman, O'Neil Associates (formerly Greenspan 1992 3,005
O'Neil Associates), an investment and financial
consulting firm; Director, Beckman Instruments,
Inc. (Since January, 1994) Director, AMBAC, Inc.
(Since 1991) and AMBAC Treasurers Trust (Since
1995); Trustee, Memorial Drive Trust (Since
1974); Member, Fiduciary Committee ASARCO (Since
1991).
Frank K. Reilly, CFA, 59............ Bernard J. Hank Professor of Business 1993 665
Administration, University of Notre Dame (since
1981); Director, The Brinson Funds (since June
1992); Director, Greenwood Trust Corp. (since
1993); Director, NIBCO (since 1993); Board of
Governors, Association for Investment Management
and Research (since 1993); Board of Trustees,
Institute of Chartered Financial Analysts (since
1993); Director, CFP Board of Standards (since
1993).
Edward M. Roob, 61.................. Senior Vice President, Daiwa Securities America, 1993 6,000
Inc. (1986-1993); Director, The Brinson Funds;
Director, The Brinson Relationship Funds;
Trustee, Brinson Trust Company; Member, Board of
Governors Chicago Stock Exchange, (1986-1993);
Member U.S. Treasury and Federal Agency Advisory
Committee, (1972-1985).
</TABLE>
- ------------------------
(1) Each nominee holds sole voting and investment power over the shares listed
opposite his name.
2
<PAGE>
The Board of Directors has an Audit Committee comprised of all of the
directors. The Board of Directors does not have a nominating or compensation
committee.
During the fiscal year ended September 30, 1995, five meetings of the Board
of Directors and one meeting of the Audit Committee were held. No director
attended fewer than 75% of the total number of such meetings.
Among other things, the Audit Committee makes recommendations concerning the
retention of the Company's independent auditors, their fees and duties,
including any non-audit related services performed by them; confers with such
auditors; reviews the Company's financial reporting activities; and confers with
and makes appropriate recommendations to personnel of the Company's investment
advisor who perform services of a financial nature for the Company.
The Company pays each of its directors (except Mr. Burridge) at the rate of
$9,000 annually to serve as directors and $750 for each Board of Directors
meeting attended. The Company pays Mr. Burridge at the rate of $13,000 annually
to serve as Chairman of the Board of Directors and $750 for each Board of
Directors meeting attended.
The following table sets forth as to each Director the compensation paid to
him in the fiscal year ended September 30, 1995 for service on the Board of the
Company and, in the case of Messrs. Auch, Reilly and Roob, on the boards of two
other investment companies for which the Advisor performed investment advisory
services.
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL TOTAL COMPENSATION
COMPENSATION ACCRUED AS PART OF BENEFITS UPON FROM COMPANY AND
NAME OF DIRECTOR FROM COMPANY COMPANY EXPENSES RETIREMENT FUND COMPLEX
- -------------------------------------------- -------------- ------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Richard M. Burridge......................... $ 16,750 0 0 $ 16,750
Walter E. Auch.............................. $ 12,000 0 0 $ 27,900
C. Roderick O'Neil.......................... $ 12,750 0 0 $ 12,750
Frank K. Reilly............................. $ 12,000 0 0 $ 26,100
Edward M. Roob.............................. $ 12,750 0 0 $ 25,650
</TABLE>
2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP as auditors of the
Company for the fiscal year ending September 30, 1996. To the best knowledge of
the Board of Directors, the firm of KPMG Peat Marwick LLP has no direct or
material indirect financial interest in the Company. Under the Investment
Company Act of 1940, such selection must be submitted to the shareholders for
ratification or rejection at the Annual Meeting. The Board of Directors
recommends that such selection be ratified by the shareholders of the Company.
The affirmative vote of the holders of a majority of the shares represented at
the Annual Meeting is required for ratification. Representatives of KPMG Peat
Marwick LLP will attend the Annual Meeting, have an opportunity to make a
statement and be available to respond to appropriate questions from
shareholders. KPMG Peat Marwick LLP has been the independent auditors for the
Company since its organization.
THE INVESTMENT ADVISORY AGREEMENT
Brinson Partners, Inc. ("Advisor"), 209 South LaSalle St., Chicago, Illinois
60604-1295, is the investment advisor to the Company. The Advisor is a
wholly-owned subsidiary of Brinson Holdings, Inc., 209 South LaSalle St.,
Chicago, Illinois 60604-1295. The Advisor is primarily engaged in the business
of
3
<PAGE>
managing both traditional (i.e., domestic stocks and bonds, cash, balanced) and
non-traditional (i.e., international securities, venture capital,
multiple-asset) portfolios for institutional clients. As of September 30, 1995,
$50 billion in institutional assets were managed for 300 corporations, public
funds, endowments, foundations and unions.
The Advisor and the Company entered into an Investment Advisory Agreement
(the "Agreement") dated April 25, 1995, under which the Advisor acts as
investment advisor with respect to all securities and investments in the
Company's portfolio and performs certain administrative services, referred to
below, in return for which the Company pays the Advisor a quarterly fee of 1/8
of 1% (annually 1/2 of 1%) of the Company's average net assets up to
$100,000,000 and a quarterly fee of 1/10 of 1% (annually 4/10 of 1%) of average
net assets in excess of $100,000,000. On September 30, 1995, the net asset value
of the Company was $145,762,845. The Agreement was submitted to shareholders for
their approval at the December 19, 1994 Annual Meeting of Shareholders. The
Agreement was approved at that meeting by the vote of the holders of a majority
of the outstanding shares of Capital Stock. At the Board of Directors meeting
held on October 31, 1995, the Agreement was specifically approved for another
year. During the fiscal year ended September 30, 1995, the aggregate investment
advisory fees incurred by the Company was $654,295.
If expenses (including the management fee but excluding interest, taxes,
brokerage fees, and, where permitted, extraordinary expenses) borne by the
Company in any fiscal year exceed expense limitations applicable to the Company
imposed by state securities administrators, as such limitations may be lowered
or raised from time to time, the Advisor will reimburse the Company for any
excess. Under the most restrictive state regulations operating expense
limitations are 1 1/2% of average net assets up to $30,000,000 and 1% of average
net assets over $30,000,000. Such reimbursement, if any, will be effected
quarterly. During the fiscal year ended September 30, 1995, the Company's
expenses did not exceed the expense limitation.
The Agreement continues from year to year so long as its continuation is
specifically approved at least annually either by (i) the Board of Directors of
the Company or (ii) the vote of a majority of the outstanding voting securities
of the Company; provided, however, that in either event the continuance must
also be approved by the vote of a majority of the Directors of the Company who
are not "interested persons" (as defined in the Investment Company Act of 1940)
of either party to the Agreement, cast in person at a meeting called for the
purpose of voting upon such approval. The Agreement is automatically terminated
if assigned, and the Company has the right to terminate the Agreement at any
time without penalty on 60 days' written notice by vote of its Board of
Directors or by vote of the holders of a majority of its outstanding shares. The
Advisor may terminate the Agreement on 90 days' written notice without cause.
Under the Agreement, the Advisor is obligated to advise with respect to the
Company's portfolio with the same skill and care with which it administers its
other fiduciary accounts, and is further obligated to conform to applicable laws
and regulations, including the regulations of the Securities and Exchange
Commission relating to management of registered investment companies. The
Agreement states that the Advisor will not invest other fiduciary accounts in
shares of the Company, make loans for the purpose of purchasing or carrying
shares of the Company or make loans to the Company.
In addition to providing investment advice, the Agreement provides that the
Advisor without additional charge to the Company will, as administrative agent
for the Company, maintain the Company's accounts and records and furnish the
services of individuals to perform executive and administrative functions for
the Company, all at the request of and subject to the supervision of the Board
of Directors of the Company. In order to discharge these administrative
functions, personnel of the Advisor may serve as officers of the Company.
However, the Company will pay all out-of-pocket expenses incurred in its
operations, including without limitation the fees and expenses of its directors,
its office expenses, its taxes, the fees and expenses of custodian, transfer
agent, registrar, dividend disbursing agent and agent under the Automatic
Dividend Investment Plan, its auditing costs, its brokerage fees, its legal
fees, expenses in connection with corporate meetings and reporting to
shareholders and governmental agencies, and expenses of complying with
applicable federal and state securities laws and regulations and stock exchange
requirements.
4
<PAGE>
3. AMENDMENT OF THE AGREEMENT
At a meeting of the Board of Directors held on February 21, 1995, the
Advisor requested that the Board of Directors consider an amendment to the
Agreement which would require the Company to pay directly, or reimburse the
Advisor for, the out-of-pocket expenses incurred in maintaining the Company's
books and accounts. At the present time the Advisor bears that expense. In
considering whether to approve an amendment to the Agreement and to submit it to
the shareholders for their approval, the Board of Directors considered, among
other things, an analysis of 18 closed end bond funds which showed that, based
on their respective net assets as of September 30, 1994, the effective annual
rate for the fee payable to the Advisor under the Agreement was the lowest one
of the 18 and that, based on their respective average net assets and respective
total expenses for their most recent fiscal years for which such information was
available, the Company's operating expense ratio was the third lowest of the 18.
If the expense of maintaining the Company's books and records had been included
in the Company's total expenses for such fiscal year, the Company's operating
expense ratio would have been the fifth lowest of the 18. As noted above, the
Company pays all other out-of-pocket expenses incurred in its operation. The
Board of Directors also considered the fact that the fee paid to the Advisor and
its predecessors has not been increased since the Company commenced operations
in December, 1972. The Board of Directors further considered that procedures
established by the Advisor had contributed to the decrease in the ratio of the
Company's expenses to average net assets from 0.81% during the fiscal year ended
September 30, 1991 to 0.69% during the most recent fiscal year.
During the fiscal year ended September 30, 1995, the Advisor paid $60,000 to
a third party to maintain the Company's books and records. The Agreement
currently provides, and will continue to provide regardless of whether the
proposed amendment is approved, that the Advisor will, as noted above, be
required to reimburse the Company if operating expenses borne by the Company in
any fiscal year exceed applicable expense limitations imposed by state
securities administrators.
At the aforementioned meeting, the Board of Directors concluded that, based
on the factors described above which it had considered, the request by the
Advisor for an amendment to the Agreement was reasonable and justified.
Accordingly, the Board of Directors, including a majority of Directors who are
not "interested persons" (as defined in the Investment Company Act of 1940) of
either party to the Agreement, unanimously approved the proposed amendment to
the Agreement at the aforementioned meeting which was called for that purpose.
If the proposed amendment is approved by shareholders, it will become effective
January 1, 1996. If the proposed Amendment is not approved, the Agreement will
continue in effect in accordance with its terms. The Board of Directors
recommends that the amendment be approved by shareholders. Approval of the
amendment requires the affirmative vote of a majority of the Company's
outstanding voting securities (defined as the lesser of (a) 67% of the Company's
shares present at the meeting if the holders of more than 50% of the outstanding
shares are present in person or by proxy or (b) more than 50% of the Company's
outstanding shares).
COMPARATIVE EXPENSE TABLE
ANNUAL COMPANY OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
EXISTING EXPENSES PROPOSED EXPENSES
------------------- ---------------------
<S> <C> <C>
Advisory Fee...................................................... 0.47 % 0.47%
Other Expenses.................................................... 0.22 % 0.26%
--- ---
Total Company Operating Expenses (1).............................. 0.69 % 0.73%
</TABLE>
- ------------------------
(1) Existing expenses are those for the fiscal year ended September 30, 1995.
Proposed expenses are on a pro forma basis assuming that the proposed
amendment had been in effect during such fiscal year.
5
<PAGE>
EXAMPLE
The following illustrates the expenses on a $1,000 investment under existing
fees and expenses and under the proposed fees and expenses stated above,
assuming (1) a 5% annual return and (2) sale at the end of each time period:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- -----------
<S> <C> <C> <C> <C>
Existing.......................................................... $ 6.90 $ 21.60 $ 37.60 $ 84.04
Proposed.......................................................... $ 7.30 $ 22.85 $ 39.75 $ 88.75
</TABLE>
The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of the
Company. The example above should not be considered a representation of past or
future expenses of the Company. Actual expenses may vary from year to year and
may be higher or lower than those shown above.
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF THE INVESTMENT ADVISOR
The principal executive officer and the directors of the Advisor, together
with their principal occupations are set forth below. Except as noted, each
person's address is 209 S. LaSalle Street, Chicago, Illinois 60604-1295.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
- ----------------------------------------- -------------------------------------------------------------
<S> <C>
Gary P. Brinson.......................... Director, President and Managing Partner, Brinson Partners,
Inc.
Samuel W. Anderson....................... Director, Vice President, Secretary and Managing Partner,
Administration, Brinson Partners, Inc.
Richard C. Carr.......................... Director and Managing Partner, Non-U.S. Investments, Brinson
Partners, Inc.
Jeffrey J. Diermeier..................... Director and Managing Partner, U.S. Equity, Brinson Partners,
Inc.
Dennis L. Hesse.......................... Director and Managing Partner, U.S. Fixed Income, Brinson
Partners, Inc.
A. Bart Holaday.......................... Director and Managing Partner, Private Markets, Brinson
Partners, Inc.
Denis S. Karnosky........................ Director and Managing Partner, Asset Allocation, Brinson
Partners, Inc.
E. Thomas McFarlan....................... Director and Managing Partner, Brinson Trust Company.
Nicholas C. Rassas....................... Director and Managing Partner, Account Management, Brinson
Partners, Inc.
Mario Cueni.............................. Director and Attorney, Swiss Bank Corporation.
</TABLE>
OFFICERS
The Company does not pay direct compensation to officers for their services
to the Company. The Company's officers are as follows:
Gary P. Brinson (age 52), who has served as President of the Company
(since 1983), is President and Managing Partner of Brinson Partners, Inc.
(since 1989), and was President and Chief Executive Officer of First Chicago
Investment Advisors (1984-1989), and was a Senior Vice President of The
First National Bank of Chicago (1981-1989).
Dennis L. Hesse (age 52), who serves as Vice President and Portfolio
Manager of the Company (since 1985), is Managing Partner, Fixed Income
Group, Brinson Partners, Inc. (since 1989), and was
6
<PAGE>
Managing Director, Fixed Income Division, First Chicago Investment Advisors
(1985-1989), a Vice President of the First National Bank of Chicago
(1985-1989), and was Director of Investments United Airlines, Inc.
(1980-1985).
Joseph A. Anderson (age 33), who serves as Secretary-Treasurer of the
Company is a Partner of Brinson Partners, Inc. (since 1993), was the
Assistant Secretary and Assistant Treasurer of Fort Dearborn (1992-1995) and
is currently the Vice President of Brinson Trust Company (since February,
1995).
Gregory P. Smith (age 35), who serves as Assistant Portfolio Manager of
the Company (since 1988), is a Portfolio Manager, Fixed Income Group,
Brinson Partners, Inc. (since 1989), was a Portfolio Manager, Fixed Income
Division, First Chicago Investment Advisors (1987-1989), and was an
Assistant Vice President of The First National Bank of Chicago (1988-1989).
PORTFOLIO TRANSACTIONS
The investment advisor makes investment decisions and arranges for the
placement of buy and sell orders and the execution of portfolio transactions for
the Company, subject to periodic review by the Board of Directors of the
Company. In selecting brokers and dealers to be used in portfolio transactions,
the investment advisor gives primary consideration to the broker's or dealer's
ability to obtain the best net price and to provide the most favorable
execution. When such transactions involve listed securities, the investment
advisor will take into consideration the advisability of effecting such
transactions with a broker or dealer which is not a member of the securities
exchange on which such security is listed, i.e., a "third market" transaction,
or effecting such transaction in the institutional or "fourth market". The
Company believes that the "third market" will continue to be the most active
market for the types of securities acquired and traded by the Company.
In over-the-counter transactions, the investment advisor attempts to deal
with primary market makers. However, when execution through some other broker
is, in the investment advisor's judgment, likely to result in a saving to the
Company, such broker will be used.
Unless it has been determined that a better price and execution are
available elsewhere, the investment advisor may, in the allocation of such
investment transaction business, consider the general research and investment
information and other services provided by brokers and dealers, although it has
adopted no formula for such allocation. These research and investment
information services make available to the investment advisor, for its analysis
and consideration as investment advisor to the Company and to its other
accounts, the view and information of individuals and research staffs of many
securities firms. Although such information is useful, its value is not
determinable and it does not necessarily reduce expenses to the investment
advisor and will not reduce the advisory fee payable to the investment advisor
by the Company.
When the investment advisor deems the purchase or sale of a security to be
in the best interests of the Company as well as other customers, the investment
advisor, to the extent permitted by applicable laws and regulations, may
aggregate the securities to be so purchased or sold in order to obtain better
execution and lower brokerage commissions. In such event, allocation of the
securities, as well as the expenses incurred in the transactions, will be made
by the investment advisor in the manner it considers to be most equitable and
consistent with its fiduciary obligations to all such customers, including the
Company.
During the fiscal year ended September 30, 1995, the Company did not pay any
brokerage commissions with respect to its normal investment activity. During the
fiscal years ended September 30, 1993, 1994 and 1995, the portfolio turnover
rates for the Company's securities (excluding turnover of securities having a
maturity of one year or less) were 12.7%, 70.2% and 126.8%, respectively.
PRINCIPAL SHAREHOLDERS
Generally, under the Securities and Exchange Commission rules, a person is
deemed to be the beneficial owner of a security with respect to which such
person, through any contract, arrangement, understanding, relationship or
otherwise, has or shares voting power (which includes power to vote, or direct
the voting of, such security) or investment power (which includes power to
dispose of, or direct the disposition of, such
7
<PAGE>
security). A Schedule 13G dated February 13, 1995, was filed with the Securities
and Exchange Commission on behalf of Deep Discount Advisors, Inc. The aggregate
shares of Capital Stock reported as beneficially owned total 595,412 which
represent approximately 6.7% of the Company's outstanding shares.
On September 30, 1995, the directors and officers of the Company as a group
owned or were deemed to own beneficially, directly or indirectly, a total of
82,381 shares of Capital Stock of the Company (less than 1% of the outstanding
shares).
Swiss Bank Corporation (Basel, Switzerland) owns 100% of the common stock of
Brinson Holdings, Inc.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented for action at the Company's 1996
annual meeting of shareholders must be received at the Company's office in
Chicago, Illinois not less than 120 days in advance of that date in 1995 which
corresponds to the date of this Proxy Statement in order to be considered for
inclusion in the proxy materials for that meeting.
OTHER MATTERS
Shareholders are urged to review the Company's Annual Report which
accompanies this Proxy Statement.
The Board of Directors does not know of any matters to be presented at the
Annual Meeting other than those mentioned in this Proxy Statement. If any other
business should come before the meeting, the persons named in the proxy will
vote thereon in accordance with their best judgment.
If you cannot attend the Annual Meeting, it is requested that you complete
and sign the enclosed proxy and return it in the envelope provided so that the
meeting may be held and action taken on the matters described herein with the
greatest possible number of shares participating.
JOSEPH A. ANDERSON
SECRETARY/TREASURER
8
<PAGE>
PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS, DECEMBER 18, 1995
The undersigned, having received Notice of Meeting and Proxy Statement dated
November 3, 1995, appoints M. Finley Maxson and Iver M. Nelson and each or any
of them as proxies, with full power of substitution and revocation, to represent
the undersigned and to vote all shares (including those owned beneficially by
the undersigned through the Automatic Dividend Investment Plan) which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of Fort
Dearborn Income Securities, Inc. to be held on December 18, 1995, 2:00 P.M., at
Brinson Partners, Inc., 209 South LaSalle St., Ninth Floor, Chicago, Illinois,
and any adjournments thereof:
Election of Directors, Nominees:
R. M. Burridge, C. R. O'Neil, R. S. Peterson
F. K. Reilly, E. M. Roob
COMMENTS: (change of address)
- -----------------------------
- -----------------------------
- -----------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON
THE REVERSE SIDE. IF YOU DO NOT MARK ANY BOXES, YOUR PROXY WILL BE VOTED IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE SIDE
<PAGE>
6210
X
Please mark your votes as in this example.
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR election of directors, FOR
proposal 2, and FOR proposal 3.
The Board of Directors recommends a vote FOR election of directors and FOR
proposal 2 and proposal 3.
1. Election of Directors.(see reverse)
FOR / / WITHHELD / /
For, except vote withheld from the following nominee(s):
- ----------------------------------
2. Ratification of KPMG Peat Marwick LLP as independent accountants.
FOR / / AGAINST / / ABSTAIN / /
3. Approval to amend investment Advisory Agreement between the Company and
Brinson Partners, Inc.
FOR / / AGAINST / / ABSTAIN / /
4. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the Meeting or any adjournment thereof.
Change of Address/Comments on Reverse Side.
/ /
Please date and sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, admisistrator, trustee or guardian,
please give full title as such.
- ------------------------------
1995
- ------------------------------
SIGNATURE(S) DATE
