<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
[AMENDMENT NO.........]
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Solicitation Material Pursuant to (S) 240.14a-11(C) or (S) 240.14a-12
..............................THE BRINSON FUNDS.................................
(Name of Registrant as Specified in Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(I)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
...........................................................
2) Aggregate number of securities to which transaction applies:
...........................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
...........................................................
4) Proposed maximum aggregate value of transaction:
...........................................................
5) Total fee paid:
...........................................................
[_] Fee paid previously under preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: _______________________________________________
2) Form, Schedule or Registration Statement No.: _________________________
3) Filing Party: _________________________________________________________
4) Date Filed: ___________________________________________________________
<PAGE>
PRELIMINARY PROXY STATEMENT
THE BRINSON FUNDS
209 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60604-1295
1-800-448-2430
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
THE BRINSON FUNDS
TO BE HELD FEBRUARY 16, 1996
TO THE SHAREHOLDERS OF THE BRINSON FUNDS
NOTICE IS HEREBY GIVEN that a SPECIAL MEETING OF SHAREHOLDERS (the
"Meeting") of The Brinson Funds (the "Trust"), will be held on February 16,
1996, at 10:00 a.m. Central Time, at the offices of the Trust's investment
advisor and manager, Brinson Partners, Inc., at 209 South LaSalle Street, 9th
Floor, Cavelier de LaSalle Room, Chicago, Illinois 60604-1295. The following
matters will be acted upon at that time:
ALL SERIES:
1. To consider and act upon an amendment to the Trust's fundamental
investment policies (investment restriction (xi) in the Statement of
Additional Information) to permit each Series to invest in affiliated
investment companies and in the U.S. Cash Management Fund, subject to
receipt of appropriate exemptive orders from the U.S. Securities and
Exchange Commission.
ALL SERIES, EXCEPT THE U.S. CASH MANAGEMENT FUND SERIES:
2. To consider and act upon an amendment to the Trust's fundamental
investment policies (investment restriction (iii) in the Statement of
Additional Information) to permit each Series, with the exception of
the U.S. Cash Management Fund, to enter into forward foreign currency
transactions for non-hedging purposes.
GLOBAL FUND, GLOBAL BOND FUND AND NON-U.S. EQUITY FUND:
3. To consider and act upon an amendment to the fundamental
investment policies of the Global Fund, Global Bond Fund and Non-U.S.
Equity Fund to increase the limitation on permissible loans of
portfolio securities from 25% to 33-1/3%.
ALL SERIES:
4. To transact such other business as may properly come before the
Meeting, or any adjournment thereof.
Shareholders of record of the Trust at the close of business on
December 29, 1995, are entitled to notice of, and to vote on, the proposals at
the Meeting, or any adjournment thereof.
Shareholders are invited to attend in person. If you plan to attend the
Meeting, so indicate on the enclosed proxy card and return it promptly in the
enclosed envelope. No postage is required if mailed in the United States.
Whether you will be able to attend or not, PLEASE VOTE, SIGN AND DATE THE PROXY
AND RETURN IT PROMPTLY.
By Order of the Board of Trustees
[SIGNATURE OF E. THOMAS MCFARLAN
APPEARS HERE]
January 16, 1996 E. Thomas McFarlan
President
PLEASE RETURN YOUR PROXY IMMEDIATELY
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by or on behalf of the Board of Trustees of The Brinson Funds (the
"Trust") for use at a Special Meeting of Shareholders of the Trust (the
"Meeting") to be held on February 16, 1996, at 10:00 a.m. Central Time at the
offices of the Trust's investment advisor and manager, Brinson Partners, Inc.,
at 209 South LaSalle Street, 9th Floor, Cavelier de LaSalle Room, Chicago,
Illinois 60604-1295 and at any adjournment thereof. This Proxy Statement and
the accompanying form of proxy was first mailed to shareholders on or about
January 16, 1996.
The Trust is an open-end, management investment company, as defined in
the Investment Company Act of 1940, as amended (the "Act"). The Trust offers
shares of ten series: Global Fund, Global Equity Fund, Global Bond Fund,
Short-Term Global Income Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Bond
Fund, U.S. Cash Management Fund, Non-U.S. Equity Fund and Non-U.S. Bond Fund
(collectively, the "Funds" or "Series," and individually, a "Fund" or
"Series"). At the present time, each Fund offers two classes of shares: the
Brinson Fund class shares, which have no sales charges and are not subject to
annual 12b-1 plan expenses, and the SwissKey Fund class shares, which have no
sales charges but are subject to an annual 12b-1 plan expense.
The Trust has authorized an unlimited number of shares of beneficial
interest (par value $0.001 per share) for each Fund. While the Trust has
registered with the United States Securities and Exchange Commission ("SEC")
shares of all ten Series, the Short-Term Global Income Fund, the U.S. Cash
Management Fund and the Non-U.S. Bond Fund had not commenced operations and had
no shares outstanding as of the close of business on December 29, 1995 (the
"Record Date"). The shares of the Trust have non-cumulative voting rights.
Shareholders of record of the Global Fund, Global Equity Fund, Global
Bond Fund, U.S. Balanced Fund, U.S. Equity Fund, U.S. Bond Fund and Non-U.S.
Equity Fund on the Record Date are entitled to notice of, and to vote on, the
proposals at the Meeting and any adjournment thereof. At the close of business
on December 29, 1995, there were 87,767,740 shares of the Trust outstanding,
composed as follows:
<TABLE>
<CAPTION>
FUND/CLASS NO. OF SHARES OUTSTANDING*
- ---------- --------------------------
<S> <C>
GLOBAL FUND
BRINSON FUND CLASS: 36,172,380
SWISSKEY FUND CLASS: 156,484
GLOBAL EQUITY FUND
BRINSON FUND CLASS: 2,175,914
SWISSKEY FUND CLASS: 2,494,038
GLOBAL BOND FUND
BRINSON FUND CLASS: 3,619,385
SWISSKEY FUND CLASS: 176,423
U.S. BALANCED FUND
BRINSON FUND CLASS: 18,618,825
SWISSKEY FUND CLASS: 1,768
U.S. EQUITY FUND
BRINSON FUND CLASS: 7,127,257
SWISSKEY FUND CLASS: 10,537
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FUND/CLASS NO. OF SHARES OUTSTANDING*
- ---------- --------------------------
<S> <C>
U.S. BOND FUND
BRINSON FUND CLASS: 877,310
SWISSKEY FUND CLASS: 16,960
NON-U.S. EQUITY FUND
BRINSON FUND CLASS: 16,292,502
SWISSKEY FUND CLASS: 27,957
</TABLE>
* All shares of the Trust entitled to vote on a matter shall vote
without differentiation between the separate Series and classes on a one-
vote-per-share basis and each fractional share shall be entitled to a
proportionate fractional vote; provided, however, if a matter to be voted
on affects only the interests of a particular Series (or class of a
Series), then only the shareholders of such affected Series (or class)
shall be entitled to vote on the matter. See "Summary of Proposals" below.
SUMMARY OF PROPOSALS
PROPOSAL: SHAREHOLDERS ENTITLED
TO VOTE ON PROPOSAL:
1. Amendment to the Trust's fundamental investment ALL SERIES & CLASSES
policies to permit each Series to invest in
affiliated investment companies, and in the
U.S. Cash Management Fund, subject to receipt
of appropriate SEC exemptive orders.
2. Amendment to the Trust's fundamental investment ALL SERIES & CLASSES,
policies to permit each Series, with the exception EXCEPT U.S. CASH
of the U.S. Cash Management Fund, to enter into MANAGEMENT FUND
forward foreign currency transactions for non-
hedging purposes.
3. Amendment to the fundamental investment policies of ALL CLASSES OF GLOBAL
the Global Fund, Global Bond Fund and Non-U.S. FUND, GLOBAL BOND
Equity Fund to increase the limitation on FUND & NON-U.S.
permissible loans of portfolio securities from EQUITY FUND
25% to 33-1/3%.
Approval of the proposed amendments to the fundamental investment
policies with respect to each Fund requires the affirmative vote of the holders
of (a) 67% of the shares of each of the Funds present at the Meeting in person
or by proxy or (b) a majority of each Fund's outstanding shares. If the
proposed amendments are approved, the changes in the fundamental investment
policies will become effective on or about February 16, 1996. In the event
that a quorum is present, but sufficient votes in favor of the amendments are
not received by the time scheduled for the Meeting, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of a majority of the shares present in person or by proxy at the session
of the Meeting adjourned. The persons named as proxies will vote in favor of
any such adjournment those proxies which are required to be voted in favor of
the amendments. They will vote against such adjournment those proxies required
to be voted against the amendments.
2
<PAGE>
The Board of Trustees knows of no business other than that specifically
mentioned in the Notice of Special Meeting of Shareholders which will be
presented for consideration at the Meeting. If any matters are properly
presented, it is the intention of the persons named in the enclosed proxy to
vote in accordance with their best judgment. Abstentions and broker non-votes
will be included for purposes of determining whether a quorum is present at the
Meeting, but will be treated as votes not cast and, therefore, will not be
counted for purposes of determining whether matters to be voted upon at the
Meeting have been approved.
As of the Record Date, the following persons owned beneficially more
than 5% of the outstanding voting shares of the Funds:
<TABLE>
<CAPTION>
NAME & ADDRESS OF BENEFICIAL OWNERS NUMBER OF SHARES PERCENTAGE
- ----------------------------------- ---------------- ----------
<S> <C> <C>
GLOBAL FUND
First Alabama Bank 4,547,562.874 12.52%
Mobile, AL
Medical College of Virginia Foundation 3,206,795.392 8.83%
Richmond, VA
NationsBank of Georgia NA Trustee 2,889,216.842 7.95%
Dallas, TX
Polk Bros. Foundation 3,253,509.113 8.96%
Evanston, IL
Northern Trust Company 2,131,562.813 5.87%
Chicago, IL
GLOBAL EQUITY FUND
United States Japan Foundation* 2,122,270.478 45.45%
New York, NY
Swiss Bank Corporation* 1,221,209.975 26.15%
New York, NY
GLOBAL BOND FUND
Baptist Health Systems, Inc.* 1,391,338.328 36.66%
Birmingham, AL
Munson Williams Proctor Institute* 1,150,385.194 30.31%
Utica, NY
Abell Foundation, Inc. 467,014.628 12.30%
Baltimore, MD
Ripon College 371,505.321 9.79%
Ripon, WI
U.S. BALANCED FUND
State Street Bank & Trust Co.* 13,896,398.169 74.63%
Boston, MA
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME & ADDRESS OF BENEFICIAL OWNERS NUMBER OF SHARES PERCENTAGE
- ----------------------------------- ---------------- ----------
<S> <C> <C>
Mitra & Co. 1,379,466.270 7.41%
Milwaukee, WI
Harris Trust and Savings Bank 995,615.832 5.35%
Chicago, IL
MAC & Co. 2,322,619.646 12.47%
Pittsburgh, PA
U.S. EQUITY FUND
Swiss Bank Corporation* 3,190,378.649 44.70%
New York, NY
Wachovia Bank of North Carolina 1,142,141.139 16.00%
Winston-Salem, NC
American Institute of Physics 733,225.650 10.27%
College Park, MD
Central New York Community Foundation, Inc. 373,342.549 5.23%
Syracuse, NY
Augustana College 357,463.738 5.01%
Rock Island, IL
U.S. BOND FUND
Swiss Bank Corporation* 872,194.789 97.53%
New York, NY
NON-U.S. EQUITY FUND
McConnell Foundation 1,383,089.770 8.47%
Redding, CA
Northern Trust Company 1,102,517.484 6.76%
Chicago, IL
Edna McConnell Clark 1,333,018.144 8.17%
Foundation
New York, NY
Society National Bank 1,157,920.887 7.09%
Cleveland, OH
MAC & Co. 1,227,841.069 7.52%
Pittsburgh, PA
Bentley College 1,071,458.233 6.57%
Waltham, MA
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME & ADDRESS OF BENEFICIAL OWNERS NUMBER OF SHARES PERCENTAGE
- ----------------------------------- ---------------- ----------
<S> <C> <C>
MAC & Co. 951,925.365 5.83%
FBO Sisters of Charity
Pittsburgh, PA
Fifth Third Bank 1,110,517.484 6.76%
Cincinnati, OH
</TABLE>
* Person deemed to control the Fund within the meaning of the Act. Note that
such persons possess the ability to control the outcome of matters submitted
for the vote of shareholders of the Fund.
As of the Record Date, the following persons owned of record or
beneficially more than 5% of the outstanding voting shares of the Trust:
<TABLE>
<CAPTION>
NAME & ADDRESS OF BENEFICIAL OWNERS NUMBER OF SHARES PERCENTAGE
- ----------------------------------- ---------------- ----------
<S> <C> <C>
State Street Bank & Trust Co. 13,896,398.169 15.83%
Boston, MA
First Alabama Bank 4,547,562.874 5.18%
Mobile, AL
</TABLE>
As of the Record Date, the Trustees and officers of the Trust,
individually and as a group, owned beneficially less than 1% of the outstanding
shares of the Global Fund, Global Equity Fund, Global Bond Fund, U.S. Balanced
Fund, U.S. Equity Fund, U.S. Bond Fund, Non-U.S. Equity Fund and of the Trust.
Shareholders who execute proxies retain the right to revoke them
at any time before they are voted by notifying the Trust or by voting at the
Meeting. A proxy, when executed and not revoked, will be voted as directed. In
the absence of such direction, proxies will be voted in favor of all applicable
proposals.
Brinson Partners, Inc. will bear the total expense of this
solicitation. Initial solicitation will be by mail. Further solicitation may be
made by mail or telephone by regular employees of Brinson Partners, Inc., who
will not be additionally compensated therefor.
Audited financial statements of the Brinson Global Fund, Brinson
Global Equity Fund, Brinson Global Bond Fund, Brinson U.S. Balanced Fund,
Brinson U.S. Equity Fund and Brinson Non-U.S. Equity Fund, in the form of an
Annual Report dated June 30, 1995, have been mailed prior to this proxy
mailing. The Annual Report is not to be regarded as proxy soliciting material.
PROPOSAL NO. 1
AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES (INVESTMENT
RESTRICTION (XI) IN THE STATEMENT OF ADDITIONAL INFORMATION) TO
PERMIT EACH SERIES TO INVEST IN AFFILIATED INVESTMENT
COMPANIES AND IN THE U.S. CASH MANAGEMENT FUND,
SUBJECT TO RECEIPT OF APPROPRIATE
EXEMPTIVE ORDERS FROM THE SEC
The Board of Trustees of the Trust has proposed that the Trust's
fundamental investment policies with respect to investments in other registered
investment companies be revised to permit investments by all of the Funds in
affiliated investment companies in excess of certain percentage limitations
otherwise prescribed in the Act. The proposed amendment would enhance the active
asset allocation strategy by which Brinson Partners, Inc. manages the Funds by
permitting the Funds to invest in correlative series of other investment
companies managed by Brinson Partners, Inc. as an alternative to direct
investment in individual securities. In so doing, it is anticipated that the
Funds will experience greater diversification, lower investment costs and
increased administrative efficiencies. Similarly, in the case of the Funds
investment in the U.S. Cash Management Fund, it is expected that the Funds will
likely enjoy
5
<PAGE>
greater diversification, higher returns and increased administrative
efficiencies. This proposed change is subject to obtaining shareholder approval
and various exemptive orders from the SEC, as described in more detail below.
There can be no assurances, however, that the SEC will grant the exemptive
relief requested.
At the present time, investment restriction (xi) in the Trust's
Statement of Additional Information provides that the Funds may not:
"(xi) Invest in securities of any open-end investment
company, except that a Series may purchase securities of money
market mutual funds, (ii) the Global Fund and Global Equity Fund
may each invest in the securities of closed-end investment
companies at customary brokerage commission rates, but such
investments in money market mutual funds or closed-end investment
companies may only be made in accordance with the limitations
imposed by the Act and the rules thereunder. Each Series may
acquire securities of other investment companies if they are
acquired pursuant to a merger, consolidation, acquisition, plan
of reorganization or a Securities and Exchange Commission
approved offer of exchange;"
As amended, investment restriction (xi) would read as follows:
"(xi) Invest in securities of any open-end investment
company, except that (I) a Series may purchase securities of
money market mutual funds, (ii) the Global Fund and Global Equity
Fund may each invest in the securities of closed-end investment
companies at customary brokerage commission rates in accordance
with the limitations imposed by the Act and the rules thereunder
and (iii) in accordance with any exemptive order obtained from
the Securities and Exchange Commission which permits investment
by a Series in other Series or other investment companies or
series thereof advised by the Advisor. In addition, each Series
may acquire securities of other investment companies if they are
acquired pursuant to a merger, consolidation, acquisition, plan
of reorganization or a Securities and Exchange Commission
approved offer of exchange."
The proposed amendment will permit the Funds to invest in
affiliated investment companies under certain circumstances. To accomplish
this objective, the Trust has filed applications for exemptive relief with the
SEC. The first application seeks approval to allow the Funds to invest their
assets in securities of series of other open-end investment companies managed
by Brinson Partners, Inc. The second application seeks approval to permit the
Funds to use their uninvested cash reserves to purchase shares of the U.S. Cash
Management Fund Series or any future money market portfolios of the Trust (such
money market portfolios hereinafter referred to as the "Money Market
Portfolios") and to permit the Money Market Portfolios to sell shares to, or
redeem shares from, each of the other Series of the Trust.
Under the first exemptive application filed with the SEC, the
Funds would invest in other investment companies advised by Brinson Partners,
Inc. only to the extent that Brinson Partners, Inc. determines that such
investment may be a more efficient and cost-effective means to gain exposure
to a particular asset class than through direct investment in individual
securities of specific asset classes. As a condition to receipt of the
exemptive order, Brinson Partners, Inc. has undertaken to comply with certain
investment limitations. First, the Funds will only invest in portfolios of an
investment company advised by Brinson Partners, Inc. in connection with the
Funds investment process of allocating assets to the following three asset
classes: (1) equity and fixed income securities of issuers located in emerging
market countries ( emerging market securities ); (2) equity securities issued
by companies with relatively small overall market capitalizations ( small cap
securities ); and (3) high yield securities. Second, the proposed transactions
will be subject to the limitation that no Series of the Trust will invest more
than 25% of its total assets in any one series of an investment company, or
more than 40% of its total assets among various series of an investment
company. While the SEC may ultimately condition its issuance of exemptive
relief upon the Funds agreeing to comply with additional limitations, it is
anticipated that any additional limitations imposed by the SEC would not affect
the proposed amended investment restriction.
The second application for exemptive relief filed with the SEC would
permit the Funds to invest their uninvested cash balances in the Money Market
Portfolios only to the extent that Brinson Partners, Inc. determines that, by
investing in the Money Market Portfolios, the Funds would reduce their
transaction costs, create more liquidity, enjoy greater returns and further
diversify their holdings. Subject to receipt of the second exemptive order, each
Fund will be permitted to invest uninvested cash in the Money Market Portfolios
only to the extent that a Fund's aggregate investment does not exceed the
greater of 5% of its total net assets or $2.5 million. While the SEC may
ultimately condition its issuance of exemptive relief upon the Funds agreeing to
comply with additional limitations, it is anticipated that any additional
limitations imposed by the SEC would not affect the proposed amended investment
restriction.
6
<PAGE>
Pursuant to undertakings made to the SEC in the two applications
for exemptive relief, the Funds will not be subject to the imposition of double
management fees with respect to their investments in other affiliated
investment companies or series thereof. In addition, any sales charges or
service fees charged with respect to the purchase of securities of the Funds,
when aggregated with any sales charges or service fees paid by the Funds with
respect the purchase of shares of another investment company, shall not exceed
the limitations set forth in Article III, Section 26 of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc.
With respect to investing in the Money Market Portfolios, the
Funds will not be subject to duplicate management or service provider fees,
sales loads, redemption fees or distribution fees under a plan adopted pursuant
to Rule 12b-1 under the Act. The Funds, however, as investors in the Money
Market Portfolios, will bear their proportionate share of the Money Market
Portfolios expenses.
The Board of Trustees believes that the proposed amendment will
likely provide the Funds with greater flexibility to achieve their investment
objectives. This proposed amendment will also allow the Funds to invest in
affiliated investment companies, which will probably result in a more
diversified exposure to emerging market securities, small cap securities and
high yield securities in the most cost-effective way, and is expected to lead
to increased administrative efficiencies and lower transaction costs for the
Funds. The Board of Trustees, based on the information provided to it by
Brinson Partners, Inc., believes that the proposed amendment to allow
investment of the Funds' uninvested cash balances in the Money Market
Portfolios can often be the most cost-effective means to achieve the short-term
investment of the Funds' uninvested cash reserves. Among other things, it is
anticipated that these transactions will reduce the Funds transaction costs,
create more liquidity, potentially provide greater returns and further
diversify their holdings.
RECOMMENDATION:
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
THIS PROPOSAL NO. 1.
SHAREHOLDERS OF EACH FUND VOTE TOGETHER ON THIS ISSUE AS TO THEIR
RESPECTIVE FUND, WITHOUT REGARD TO CLASS. VOTES WILL BE COUNTED IN THE
AGGREGATE. AN AFFIRMATIVE VOTE OF THE MAJORITY OF THE HOLDERS OF (A)
67% OF THE SHARES OF A FUND PRESENT AT THE MEETING IN PERSON OR BY
PROXY OR (B) A MAJORITY OF A FUND'S OUTSTANDING SHARES IS NECESSARY TO
ADOPT THE PROPOSED AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT
POLICY WITH RESPECT TO THAT FUND. UNLESS A CONTRARY SPECIFICATION IS
MADE, ANY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR THIS
PROPOSAL NO. 1.
PROPOSAL NO. 2
AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES (INVESTMENT
RESTRICTION (iii) IN THE STATEMENT OF ADDITIONAL INFORMATION) TO
PERMIT EACH SERIES, WITH THE EXCEPTION OF THE U.S. CASH
MANAGEMENT FUND, TO ENTER INTO FORWARD
FOREIGN CURRENCY TRANSACTIONS
FOR NON-HEDGING PURPOSES
The Board of Trustees of the Trust has recommended an amendment to
the fundamental investment policies enumerated in investment restriction (iii)
in the Trust's Statement of Additional Information to permit each Series, with
the exception of the U.S. Cash Management Fund, to enter into forward foreign
currency transactions for both hedging and non-hedging purposes. In the event
that a Fund engages in these transactions for non-hedging purposes, it will
establish a segregated account with its custodian bank in which it will
maintain cash, U.S. Government securities or other liquid high-grade debt
obligations equal in value to its obligations with respect to its forward
contracts for non-hedging purposes.
Investment restriction (iii) in the Trust s Statement of
Additional Information currently provides that the Funds may not:
"(iii) Purchase or sell commodities or commodity contracts,
but may enter into futures contracts and options thereon in
accordance with its Prospectus. Additionally, each Series (except
the U.S. Cash Management Series) may engage in forward foreign
currency contracts for hedging purposes only;"
As amended, investment restriction (iii) in the Trust's Statement
of Additional Information would read as follows:
"(iii) Purchase or sell commodities or commodity contracts,
but may enter into futures contracts and options thereon
7
<PAGE>
in accordance with its Prospectus. Additionally, each Series
(except the U.S. Cash Management Fund Series) may engage in
forward foreign currency contracts for hedging and non-hedging
purposes;"
The Funds have no current intention of entering into forward
foreign currency transactions for non-hedging or speculative purposes.
Nevertheless, since several of the Funds invest a significant amount of their
assets in non-dollar denominated securities of foreign issuers, and the
purchase and sale of foreign currencies and the use of forward contracts is an
integral part of their investment program, the Trustees believe that the Funds
should have the greatest degree of flexibility possible with respect to
entering into forward foreign currency transactions in order to respond to
changing regulatory and market developments.
The risks associated with entering into forward foreign currency
contracts may be magnified or altered as a result of the Funds' enhanced
ability to enter into such contracts. The Board of Trustees, based on
information provided to it by Brinson Partners, Inc., believes that the risks
of entering into forward contracts are manageable and are consistent with a
program of foreign investing.
RECOMMENDATION:
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS
PROPOSAL NO 2.
SHAREHOLDERS OF EACH FUND, EXCEPT THE U.S. CASH MANAGEMENT FUND, VOTE
TOGETHER ON THIS ISSUE AS TO THEIR RESPECTIVE FUND, WITHOUT REGARD TO
CLASS. VOTES WILL BE COUNTED IN THE AGGREGATE. AN AFFIRMATIVE VOTE OF
THE MAJORITY OF THE HOLDERS OF (A) 67% OF THE SHARES OF A FUND PRESENT
AT THE MEETING IN PERSON OR BY PROXY OR (B) A MAJORITY OF A FUND'S
OUTSTANDING SHARES IS NECESSARY TO ADOPT THE PROPOSED AMENDMENT TO THE
TRUST'S FUNDAMENTAL INVESTMENT POLICY WITH RESPECT TO THAT FUND.
UNLESS A CONTRARY SPECFICIATION IS MADE, ANY EXECUTED BUT UNMARKED
PROXIES WILL BE VOTED FOR THIS PROPOSAL NO. 2.
PROPOSAL NO. 3
AMENDMENT TO THE FUNDAMENTAL INVESTMENT POLICIES OF THE GLOBAL FUND,
GLOBAL BOND FUND AND NON-U.S. EQUITY FUND TO INCREASE THE LIMITATION ON
PERMISSIBLE LOANS OF PORTFOLIO SECURITIES FROM 25% TO 33-1/3%
The Board of Trustees of the Trust has recommended that the
fundamental investment policies of the Global Fund, Global Bond Fund and Non-
U.S. Equity Fund, as disclosed in each Fund s prospectuses, be amended to
increase the limitation on permissible loans of portfolio securities from 25% to
33-1/3%.
The Global Fund, Global Bond Fund and Non-U.S. Equity Fund
prospectuses state their fundamental investment policies concerning loans of
portfolio securities as follows:
"The Series may loan up to 25% of its assets to qualified
broker-dealers or institutional investors for their use relating
to short sales or other security transactions. The major risk to
which the Series would be exposed on a loan transaction is the
risk that the borrower would become bankrupt at a time when the
value of the security goes up. Therefore, the Series will only
enter into loan arrangements after a review of all pertinent
facts by Brinson Partners, subject to overall supervision by the
Board of Trustees, including the creditworthiness of the
borrowing broker-dealer or institution and then only if the
consideration to be received from such loans would justify the
risk. Creditworthiness will be monitored on an ongoing basis by
Brinson Partners."
As amended, the Funds' fundamental investment policies concerning
loans of portfolio securities, as disclosed in each Fund s prospectus, would
state:
"The Series may loan up to 33-1/3% of its assets to qualified
broker-dealers or institutional investors for their use relating
to short sales or other security transactions. The major risk to
which the Series would be exposed on a loan transaction is the
risk that the borrower would become bankrupt at a time when the
value of the security goes up. Therefore, the Series will only
enter into loan
8
<PAGE>
arrangements after a review of all pertinent facts by Brinson
Partners, subject to overall supervision by the Board of
Trustees, including the creditworthiness of the borrowing broker-
dealer or institution and then only if the consideration to be
received from such loans would justify the risk. Creditworthiness
will be monitored on an ongoing basis by Brinson Partners."
The purpose of this proposed amendment is to conform the portfolio
lending policies of the Global Fund, Global Bond Fund and Non-U.S. Equity Fund
to those of the other Series. Although adoption of a new lending limitation is
not likely to have a significant impact on the investment techniques employed
by these Funds, it will result in enhanced lending flexibility for these
particular Funds and overall standardization of the lending limitations among
the Funds. If the proposal is approved, the new fundamental lending limitation
cannot be changed without a future vote of the applicable Fund's shareholders.
RECOMMENDATION:
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS
PROPOSAL NO 3.
ONLY SHAREHOLDERS OF THE AFFECTED FUNDS (I.E., THE GLOBAL FUND, GLOBAL
BOND FUND AND NON-U.S. EQUITY FUND) VOTE ON THIS ISSUE AS TO THAT
FUND, WITHOUT REGARD TO CLASS. VOTES WILL BE COUNTED IN THE AGGREGATE.
AN AFFIRMATIVE VOTE OF THE MAJORITY OF THE HOLDERS OF (A) 67% OF THE
SHARES OF A FUND PRESENT AT THE MEETING IN PERSON OR BY PROXY OR (B) A
MAJORITY OF A FUND'S OUTSTANDING SHARES IS NECESSARY TO ADOPT THE
PROPOSED AMENDMENT TO THE INVESTMENT POLICIES WITH RESPECT TO THAT
FUND. UNLESS A CONTRARY SPECIFICATION IS MADE, ANY EXECUTED BUT
UNMARKED PROXIES WILL BE VOTED FOR THIS PROPOSAL NO. 3.
INFORMATION CONCERNING THE TRUST'S ADVISOR.
Brinson Partners, Inc. is an investment management firm managing,
as of September 30, 1995, approximately $51 billion, primarily for
institutional pension and profit sharing accounts. Brinson Partners, Inc. has
offices in London and Tokyo in addition to its principal office at 209 South
LaSalle Street, Chicago, Illinois 60604-1295.
INFORMATION CONCERNING THE TRUST'S DISTRIBUTOR AND ADMINISTRATOR.
Fund/Plan Broker Services, Inc. (the "Distributor") is the distributor
of each Series of the Trust pursuant to an Underwriting Agreement dated November
20, 1995, which was last approved at a meeting of the Trust's Board of Trustees
held on November 20, 1995. The Distributor is a Pennsylvania corporation formed
on April 19, 1989, and is a broker-dealer registered with the SEC and a member
of the National Association of Securities Dealers, Inc. The Distributor, located
at 2 W. Elm Street, Conshohocken, PA 19428, is a wholly-owned subsidiary of
Fund/Plan Services, Inc. (the servicing agent, administrator, transfer agent and
accounting/pricing agent for the Trust). Fund/Plan Services, Inc. is located at
the same address as the Distributor. At the present time, the Distributor serves
as distributor for 17 other nonaffiliated fund groups.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust is not required, nor does it intend, to hold regular
annual meetings of its shareholders. Any shareholder who wishes to submit a
proposal for consideration at the next meeting of shareholders, when and if
such a meeting is called, should submit such proposal promptly.
SHAREHOLDERS MAY RECEIVE, UPON REQUEST AND WITHOUT CHARGE, A COPY
OF THE EACH FUND'S ANNUAL REPORT AND MOST RECENT SEMI-ANNUAL REPORT BY
CONTACTING THE BRINSON FUNDS AT 1-800-448-2430.
Respectfully Submitted,
[SIGNATURE OF E. THOMAS MCFARLAN
APPEARS HERE]
January 16, 1996 E. Thomas McFarlan
Chicago, Illinois President
9
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF THE BRINSON FUNDS (THE "TRUST")
- GLOBAL BOND FUND SERIES
SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 16, 1996
AT 10:00 A.M. CENTRAL TIME
The undersigned hereby revokes all previous proxies for his shares and
appoints CATHERINE E. MACRAE, DEBRA L. NICHOLS and CAROLYN B. TRETTER, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of THE BRINSON FUNDS - GLOBAL BOND FUND
SERIES held of record by the undersigned on December 29, 1995, at the Special
Meeting of Shareholders, or any adjournment thereof, to be held at 10:00 a.m.
Central Time on February 16, 1996, at the offices of the Trust's investment
advisor, Brinson Partners, Inc., at 209 South LaSalle Street, 9th Floor,
Cavelier de LaSalle Room, Chicago, Illinois.
1. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES
TO PERMIT EACH SERIES TO INVEST IN AFFILIATED INVESTMENT COMPANIES AND IN
THE U.S. CASH MANAGEMENT FUND, SUBJECT TO RECEIPT OF APPROPRIATE EXEMPTIVE
ORDERS FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION.
[_] FOR [_] AGAINST [_] ABSTAIN
2. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES
TO PERMIT EACH SERIES, EXCEPT THE U.S. CASH MANAGEMENT FUND, TO ENTER INTO
FORWARD FOREIGN CURRENCY TRANSACTIONS FOR NON-HEDGING PURPOSES.
[_] FOR [_] AGAINST [_] ABSTAIN
3. APPROVAL OF AMENDMENT TO THE GLOBAL BOND FUND SERIES FUNDAMENTAL
INVESTMENT POLICIES TO INCREASE THE LIMITATION ON PERMISSIBLE LOANS OF
PORTFOLIO SECURITIES FROM 25% TO 33-1/3%.
[_] FOR [_] AGAINST [_] ABSTAIN
4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, OR ANY ADJOURNMENT THEREOF.
[_] GRANT [_] WITHHOLD
(CONTINUED AND TO BE SIGNED ON REVERSE.)
- --------------------------------------------------------------------------------
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WHEN PROPERLY
EXECUTED WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE
UNDERSIGNED'S VOTE, AS A SHAREHOLDER OF THE BRINSON FUNDS - GLOBAL BOND FUND
SERIES, WILL BE CAST FOR PROPOSALS (1), (2) AND (3). IF ANY OTHER MATTERS
PROPERLY COME BEFORE THE MEETING ABOUT WHICH THE PROXY HOLDRES WERE NOT AWARE
PRIOR TO THE TIME OF THE SOLICITATION, AUTHORIZATION IS GIVEN TO THE PROXY
HOLDERS TO VOTE IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT THEREON. THE
MANAGEMENT IS NOT AWARE OF ANY SUCH MATTERS. THE UNDERSIGNED ACKNOWLEDGES
RECEIPT OF THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
DATED JANUARY 16, 1996. PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN
SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN.
__________________________________________
__________________________________________
Signature*
Dated: ____________________________ , 1996
* PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNING
FOR AN ESTATE, TRUST OR CORPORATION, TITLE OR CAPACITY SHOULD BE STATED.
CHECK HERE [_] IF YOU PLAN TO ATTEND THE MEETING. ( PERSON(S) WILL ATTEND.)
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF THE BRINSON FUNDS (THE "TRUST")
- GLOBAL EQUITY FUND SERIES
SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 16, 1996
AT 10:00 A.M. CENTRAL TIME
THE UNDERSIGNED HEREBY REVOKES ALL PREVIOUS PROXIES FOR HIS SHARES AND
APPOINTS CATHERINE E. MACRAE, DEBRA L. NICHOLS AND CAROLYN B. TRETTER, AND EACH
OF THEM, WITH THE POWER OF SUBSTITUTION, AS PROXIES, AND HEREBY AUTHORIZES THEM
TO VOTE AS DESIGNATED BELOW, AS EFFECTIVELY AS THE UNDERSIGNED COULD DO IF
PERSONALLY PRESENT, ALL THE SHARES OF THE BRINSON FUNDS - GLOBAL EQUITY FUND
SERIES HELD OF RECORD BY THE UNDERSIGNED ON DECEMBER 29, 1995, AT THE SPECIAL
MEETING OF SHAREHOLDERS, OR BY ADJOURNMENT THEREOF, TO BE HELD AT 10:00 A.M.
CENTRAL TIME ON FEBRUARY 16, 1996, AT THE OFFICES OF THE TRUST'S INVESTMENT
ADVISOR, BRINSON PARTNERS, INC., AT 209 SOUTH LASALLE STREET, 9TH FLOOR,
CAVELIER DE LASALLE ROOM, CHICAGO, ILLINOIS.
1. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES TO INVEST IN AFFILIATED INVESTMENT COMPANIES AND IN THE
U.S. CASH MANAGEMENT FUND, SUBJECT TO RECEIPT OF APPROPRIATE EXEMPTIVE
ORDERS FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION.
[_] FOR [_] AGAINST [_] ABSTAIN
2. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES, EXCEPT THE U.S. CASH MANAGEMENT FUND, TO ENTER INTO
FORWARD FOREIGN CURRENCY TRANSACTIONS FOR NON-HEDGING PURPOSES.
[_] FOR [_] AGAINST [_] ABSTAIN
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, OR ANY ADJOURNMENT THEREOF.
[_] GRANT [_] WITHHOLD
(CONTINUED AND TO BE SIGNED ON REVERSE.)
- --------------------------------------------------------------------------------
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WHEN PROPERLY
EXECUTED WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE
UNDERSIGNED'S VOTE, AS A SHAREHOLDER OF THE BRINSON FUNDS - GLOBAL EQUITY FUND
SERIES, WILL BE CAST FOR PROPOSALS (1) AND (2). IF ANY OTHER MATTERS PROPERLY
COME BEFORE THE MEETING ABOUT WHICH THE PROXY HOLDERS WERE NOT AWARE PRIOR TO
THE TIME OF THE SOLICITATION, AUTHORIZATION IS GIVEN TO THE PROXY HOLDERS TO
VOTE IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT THEREON. THE MANAGEMENT IS NOT
AWARE OF ANY SUCH MATTERS. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT DATED JANUARY 16, 1996.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
__________________________________________
__________________________________________
Signature*
Dated: ____________________________ , 1996
* PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNING
FOR AN ESTATE, TRUST OR CORPORATION, TITLE OR CAPACITY SHOULD BE STATED.
CHECK HERE [_] IF YOU PLAN TO ATTEND THE MEETING. ( PERSON(S) WILL ATTEND.)
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF THE BRINSON FUNDS (THE "TRUST")
- GLOBAL FUND SERIES
SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 16, 1996
AT 10:00 A.M. CENTRAL TIME
The undersigned hereby revokes all previous proxies for his shares and
appoints CATHERINE E. MACRAE, DEBRA L. NICHOLS and CAROLYN B. TRETTER, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of THE BRINSON FUNDS - GLOBAL FUND SERIES
held of record by the undersigned on December 29, 1995, at the Special Meeting
of Shareholders, or any adjournment thereof, to be held at 10:00 a.m. Central
Time on February 16, 1996, at the offices of the Trust's investment advisor,
Brinson Partners, Inc., at 209 South LaSalle Street, 9th Floor, Cavelier de
LaSalle Room, Chicago, Illinois.
1. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES TO INVEST IN AFFILIATED INVESTMENT COMPANIES AND IN THE
U.S. CASH MANAGEMENT FUND, SUBJECT TO RECEIPT OF APPROPRIATE EXEMPTIVE
ORDERS FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION.
[_] FOR [_] AGAINST [_] ABSTAIN
2. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES
TO PERMIT EACH SERIES, EXCEPT THE U.S. CASH MANAGEMENT FUND, TO ENTER INTO
FORWARD FOREIGN CURRENCY TRANSACTIONS FOR NON-HEDGING PURPOSES.
[_] FOR [_] AGAINST [_] ABSTAIN
3. APPROVAL OF AMENDMENT TO THE GLOBAL FUND SERIES FUNDAMENTAL
INVESTMENT POLICIES TO INCREASE THE LIMITATION ON PERMISSIBLE LOANS OF
PORTFOLIO SECURITIES FROM 25% TO 33-1/3%.
[_] FOR [_] AGAINST [_] ABSTAIN
4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, OR ANY ADJOURNMENT THEREOF.
[_] GRANT [_] WITHHOLD
(CONTINUED AND TO BE SIGNED ON REVERSE.)
- --------------------------------------------------------------------------------
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WHEN PROPERLY
EXECUTED WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE
UNDERSIGNED'S VOTE, AS A SHAREHOLDER OF THE BRINSON FUNDS - GLOBAL FUND SERIES,
WILL BE CAST FOR PROPOSALS (1), (2) AND (3). IF ANY OTHER MATTERS PROPERLY
COME BEFORE THE MEETING ABOUT WHICH THE PROXY HOLDERS WERE NOT AWARE PRIOR TO
THE TIME OF THE SOLICITATION, AUTHORIZATION IS GIVEN TO THE PROXY HOLDERS TO
VOTE IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT THEREON. THE MANAGEMENT IS NOT
AWARE OF ANY SUCH MATTERS. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT DATED JANUARY 16, 1996.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
__________________________________________
__________________________________________
Signature*
Dated: ____________________________ , 1996
* PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNING
FOR AN ESTATE, TRUST OR CORPORATION, TITLE OR CAPACITY SHOULD BE STATED.
CHECK HERE [_] IF YOU PLAN TO ATTEND THE MEETING. ( PERSON(S) WILL ATTEND.)
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF THE BRINSON FUNDS (THE "TRUST")
- NON-U.S. EQUITY FUND SERIES
SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 16, 1996
AT 10:00 A.M. CENTRAL TIME
The undersigned hereby revokes all previous proxies for his shares and
appoints CATHERINE E. MACRAE, DEBRA L. NICHOLS and CAROLYN B. TRETTER, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of THE BRINSON FUNDS - NON-U.S. EQUITY FUND
SERIES held of record by the undersigned on December 29, 1995, at the Special
Meeting of Shareholders, or any adjournment thereof, to be held at 10:00 a.m.
Central Time on February 16, 1996, at the offices of the Trust's investment
advisor, Brinson Partners, Inc., at 209 South LaSalle Street, 9th Floor,
Cavelier de LaSalle Room, Chicago, Illinois.
1. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES TO INVEST IN AFFILIATED INVESTMENT COMPANIES AND IN THE
U.S. CASH MANAGEMENT FUND, SUBJECT TO RECEIPT OF APPROPRIATE EXEMPTIVE
ORDERS FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION.
[_] FOR [_] AGAINST [_] ABSTAIN
2. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES, EXCEPT THE U.S. CASH MANAGEMENT FUND, TO ENTER INTO
FORWARD FOREIGN CURRENCY TRANSACTIONS FOR NON-HEDGING PURPOSES.
[_] FOR [_] AGAINST [_] ABSTAIN
3. APPROVAL OF AMENDMENT TO THE NON-U.S. EQUITY FUND SERIES FUNDAMENTAL
INVESTMENT POLICIES TO INCREASE THE LIMITATION ON PERMISSIBLE LOANS OF
PORTFOLIO SECURITIES FROM 25% TO 33-1/3%.
[_] FOR [_] AGAINST [_] ABSTAIN
4. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, OR ANY ADJOURNMENT THEREOF.
[_] GRANT [_] WITHHOLD
(CONTINUED AND TO BE SIGNED ON REVERSE.)
- --------------------------------------------------------------------------------
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WHEN PROPERLY
EXECUTED WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE
UNDERSIGNED'S VOTE, AS A SHAREHOLDER OF THE BRINSON FUNDS - BRINSON NON-U.S.
EQUITY FUND SERIES, WILL BE CAST FOR PROPOSALS (1), (2) AND (3). IF ANY OTHER
MATTERS PROPERLY COME BEFORE THE MEETING ABOUT WHICH THE PROXY HOLDERS WERE NOT
AWARE PRIOR TO THE TIME OF THE SOLICITATION, AUTHORIZATION IS GIVEN TO THE
PROXY HOLDERS TO VOTE IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT THEREON. THE
MANAGEMENT IS NOT AWARE OF ANY SUCH MATTERS. THE UNDERSIGNED ACKNOWLEDGES
RECEIPT OF THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
DATED JANUARY 16, 1996. PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN
SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN.
__________________________________________
__________________________________________
Signature*
Dated: ____________________________ , 1996
* PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNING
FOR AN ESTATE, TRUST OR CORPORATION, TITLE OR CAPACITY SHOULD BE STATED.
CHECK HERE [_] IF YOU PLAN TO ATTEND THE MEETING. ( PERSON(S) WILL ATTEND.)
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF THE BRINSON FUNDS (THE "TRUST")
- U.S. BALANCED FUND SERIES
SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 16, 1996
AT 10:00 A.M. CENTRAL TIME
The undersigned hereby revokes all previous proxies for his shares and
appoints CATHERINE E. MACRAE, DEBRA L. NICHOLS and CAROLYN B. TRETTER, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of THE BRINSON FUNDS - U.S. BALANCED FUND
SERIES held of record by the undersigned on December 29, 1995, at the Special
Meeting of Shareholders, or any adjournment thereof, to be held at 10:00 a.m.
Central Time on February 16, 1996, at the offices of the Trust's investment
advisor, Brinson Partners, Inc., at 209 South LaSalle Street, 9th Floor,
Cavelier de LaSalle Room, Chicago, Illinois.
1. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES TO INVEST IN AFFILIATED INVESTMENT COMPANIES AND IN THE
U.S. CASH MANAGEMENT FUND, SUBJECT TO RECEIPT OF APPROPRIATE EXEMPTIVE
ORDERS FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION.
[_] FOR [_] AGAINST [_] ABSTAIN
2. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES, EXCEPT THE U.S. CASH MANAGEMENT FUND, TO ENTER INTO
FORWARD FOREIGN CURRENCY TRANSACTIONS FOR NON-HEDGING PURPOSES.
[_] FOR [_] AGAINST [_] ABSTAIN
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, OR ANY ADJOURNMENT THEREOF.
[_] GRANT [_] WITHHOLD
(CONTINUED AND TO BE SIGNED ON REVERSE.)
- --------------------------------------------------------------------------------
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WHEN PROPERLY
EXECUTED WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE
UNDERSIGNED'S VOTE, AS A SHAREHOLDER OF THE BRINSON FUNDS - U.S. BALANCED FUND
SERIES, WILL BE CAST FOR PROPOSALS (1) AND (2). IF ANY OTHER MATTERS PROPERLY
COME BEFORE THE MEETING ABOUT WHICH THE PROXY HOLDERS WERE NOT AWARE PRIOR TO
THE TIME OF THE SOLICITATION, AUTHORIZATION IS GIVEN TO THE PROXY HOLDERS TO
VOTE IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT THEREON. THE MANAGEMENT IS NOT
AWARE OF ANY SUCH MATTERS. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT DATED JANUARY 16, 1996.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
__________________________________________
__________________________________________
Signature*
Dated: ____________________________ , 1996
* PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNING
FOR AN ESTATE, TRUST OR CORPORATION, TITLE OR CAPACITY SHOULD BE STATED.
CHECK HERE [_] IF YOU PLAN TO ATTEND THE MEETING. ( PERSON(S) WILL ATTEND.)
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF THE BRINSON FUNDS (THE "TRUST")
- U.S. BOND FUND SERIES
SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 16, 1996
AT 10:00 A.M. CENTRAL TIME
The undersigned hereby revokes all previous proxies for his shares and
appoints CATHERINE E. MACRAE, DEBRA L. NICHOLS and CAROLYN B. TRETTER, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of THE BRINSON FUNDS - U.S. BOND FUND SERIES
held of record by the undersigned on December 29, 1995, at the Special Meeting
of Shareholders, or any adjournment thereof, to be held at 10:00 a.m. Central
Time on February 16, 1996, at the offices of the Trust's investment advisor,
Brinson Partners, Inc., at 209 South LaSalle Street, 9th Floor, Cavelier de
LaSalle Room, Chicago, Illinois.
1. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES TO INVEST IN AFFILIATED INVESTMENT COMPANIES AND IN THE
U.S. CASH MANAGEMENT FUND, SUBJECT TO RECEIPT OF APPROPRIATE EXEMPTIVE
ORDERS FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION.
[_] FOR [_] AGAINST [_] ABSTAIN
2. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES, EXCEPT THE U.S. CASH MANAGEMENT FUND, TO ENTER INTO
FORWARD FOREIGN CURRENCY TRANSACTIONS FOR NON-HEDGING PURPOSES.
[_] FOR [_] AGAINST [_] ABSTAIN
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING, OR ANY ADJOURNMENT THEREOF.
[_] GRANT [_] WITHHOLD
(CONTINUED AND TO BE SIGNED ON REVERSE.)
- --------------------------------------------------------------------------------
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WHEN PROPERLY
EXECUTED WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE
UNDERSIGNED'S VOTE, AS A SHAREHOLDER OF THE BRINSON FUNDS - U.S. BOND FUND
SERIES, WILL BE CAST FOR PROPOSALS (1) AND (2). IF ANY OTHER MATTERS PROPERLY
COME BEFORE THE MEETING ABOUT WHICH THE PROXY HOLDERS WERE NOT AWARE PRIOR TO
THE TIME OF THE SOLICITATION, AUTHORIZATION IS GIVEN TO THE PROXY HOLDERS TO
VOTE IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT THEREON. THE MANAGEMENT IS NOT
AWARE OF ANY SUCH MATTERS. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT DATED JANUARY 16, 1996.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
__________________________________________
__________________________________________
Signature*
Dated: ____________________________ , 1996
* PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNING
FOR AN ESTATE, TRUST OR CORPORATION, TITLE OR CAPACITY SHOULD BE STATED.
CHECK HERE [_] IF YOU PLAN TO ATTEND THE MEETING. ( PERSON(S) WILL ATTEND.)
<PAGE>
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES PROXY
OF THE BRINSON FUNDS (THE "TRUST")
- U.S. EQUITY FUND SERIES
SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 16, 1996
AT 10:00 A.M. CENTRAL TIME
The undersigned hereby revokes all previous proxies for his shares and
appoints CATHERINE E. MACRAE, DEBRA L. NICHOLS and CAROLYN B. TRETTER, and each
of them, with the power of substitution, as Proxies, and hereby authorizes them
to vote as designated below, as effectively as the undersigned could do if
personally present, all the shares of THE BRINSON FUNDS - U.S. EQUITY FUND
SERIES held of record by the undersigned on December 29, 1995, at the Special
Meeting of Shareholders, or any adjournment thereof, to be held at 10:00 a.m.
Central Time on February 16, 1996, at the offices of the Trust's investment
advisor, Brinson Partners, Inc., at 209 South LaSalle Street, 9th Floor,
Cavelier de LaSalle Room, Chicago, Illinois.
1. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES TO INVEST IN AFFILIATED INVESTMENT COMPANIES AND IN THE
U.S. CASH MANAGEMENT FUND, SUBJECT TO RECEIPT OF APPROPRIATE EXEMPTIVE
ORDERS FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION.
[_] FOR [_] AGAINST [_] ABSTAIN
2. APPROVAL OF AMENDMENT TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES TO
PERMIT EACH SERIES, EXCEPT THE U.S. CASH MANAGEMENT FUND, TO ENTER INTO
FORWARD FOREIGN CURRENCY TRANSACTIONS FOR NON-HEDGING PURPOSES.
[_] FOR [_] AGAINST [_] ABSTAIN
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING,
OR ANY ADJOURNMENT THEREOF.
[_] GRANT [_] WITHHOLD
(CONTINUED AND TO BE SIGNED ON REVERSE.)
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PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE POSTAGE-PAID
ENVELOPE PROVIDED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES AND WHEN PROPERLY
EXECUTED WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE
UNDERSIGNED'S VOTE, AS A SHAREHOLDER OF THE BRINSON FUNDS - U.S. EQUITY FUND
SERIES, WILL BE CAST FOR PROPOSALS (1) AND (2). IF ANY OTHER MATTERS PROPERLY
COME BEFORE THE MEETING ABOUT WHICH THE PROXY HOLDERS WERE NOT AWARE PRIOR TO
THE TIME OF THE SOLICITATION, AUTHORIZATION IS GIVEN TO THE PROXY HOLDERS TO
VOTE IN ACCORDANCE WITH THE VIEWS OF MANAGEMENT THEREON. THE MANAGEMENT IS NOT
AWARE OF ANY SUCH MATTERS. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT DATED JANUARY 16, 1996.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
__________________________________________
__________________________________________
Signature*
Dated: ____________________________ , 1996
* PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. IF SIGNING
FOR AN ESTATE, TRUST OR CORPORATION, TITLE OR CAPACITY SHOULD BE STATED.
CHECK HERE [_] IF YOU PLAN TO ATTEND THE MEETING. ( PERSON(S) WILL ATTEND.)
