<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:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] 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):
[_] $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:
............................................................
[X] 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>
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:
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
/s/ E. Thomas McFarlan
January 16, 1996 E. Thomas McFarlan
President and Treasurer
PLEASE RETURN YOUR PROXY IMMEDIATEL
<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 annual 12b-1 plan expenses.
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 87,984,176 shares of the Trust outstanding, divided as
follows:
<TABLE>
<CAPTION>
FUND/CLASS NO.NUMBER OF SHARES OUTSTANDING*
- ---------- ---------------------------------
<S> <C>
GLOBAL FUND
BRINSON FUND CLASS: 36,356,447
SWISSKEY FUND CLASS: 156,484
GLOBAL EQUITY FUND
BRINSON FUND CLASS: 2,177,398
SWISSKEY FUND CLASS: 2,494,075
GLOBAL BOND FUND
BRINSON FUND CLASS: 3,619,391
SWISSKEY FUND CLASS: 176,423
U.S. BALANCED FUND
BRINSON FUND CLASS: 18,618,689
SWISSKEY FUND CLASS: 19,251
U.S. EQUITY FUND
BRINSON FUND CLASS: 7,139,413
SWISSKEY FUND CLASS: 10,537
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FUND/CLASS NO.NUMBER OF SHARES OUTSTANDING*
- ---------- ---------------------------------
<S> <C>
U.S. BOND FUND
BRINSON FUND CLASS: 880,185
SWISSKEY FUND CLASS: 16,961
NON-U.S. EQUITY FUND
BRINSON FUND CLASS: 16,290,965
SWISSKEY FUND CLASS: 27,957
</TABLE>
* As a general matter, all shares of the Trust entitled to vote on a
matter may vote without differentiation between the separate Series and
classes on a one-vote-per-share basis and each fractional share is
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), such as the matters to be voted on at this
Meeting, then only the shareholders of such Affected Series (or class)
are entitled to vote on the matter. See "Summary of Proposals" below.
<TABLE>
<CAPTION>
SUMMARY OF PROPOSALS
PROPOSAL: SHAREHOLDERS ENTITLED
TO VOTE ON PROPOSAL:
<S> <C>
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, EXCEPT U.S.
policies to permit each Series, with the exception CASH MANAGEMENT FUND
of the U.S. Cash Management Fund, to enter into
forward foreign currency transactions for non-hedging
purposes.
3. Amendment to the fundamental investment policies of the ALL CLASSES OF GLOBAL FUND,
Global Fund, Global Bond Fund and Non-U.S. Equity Fund GLOBAL BOND FUND & NON-U.S.
to increase the limitation on permissible loans of portfolio EQUITY FUND
securities from 25% to 33 1/3%.
</TABLE>
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 a Fund present at the Meeting in person or by proxy
or (b) a majority of each a Fund's outstanding shares. If the proposed
amendments are approved, the changes in the fundamental investment policies will
become effective upon revision to the Funds' prospectuses to reflect the new
policies, except that with respect to Proposal No. 1, the policies will not be
changed until regulatory approval is received, as described below. 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 or against
any such adjournment in direct proportion to the proxies received for or against
the proposed 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 Brinson Fund class or SwissKey Fund
class, as applicable:
<TABLE>
<CAPTION>
Name & Address of Beneficial Owners Number of Shares Percentage of Class
- ----------------------------------- ---------------- -------------------
<S> <C> <C>
GLOBAL FUND
BRINSON FUND CLASS
12.51%
First Alabama Bank 4,547,562.874
Mobile, AL
Polk Bros. Foundation 3,253,509.113 8.95%
Evanston, IL
Medical College of Virginia Foundation 3,206,795.392 8.82%
Richmond, VA
NationsBank of Georgia NA Trustee 2,889,216.842 7.95%
Dallas, TX
Northern Trust Company 2,135,241.906 5.87%
Chicago, IL
SWISSKEY FUND CLASS
90.09%
Swiss Bank Corporation* 140,984.907
New York, NY
5.05%
Semper Trust Co. C/F IRA 7,917.070
of Alan G. Cohn
Van Nuys, CA
GLOBAL EQUITY FUND
BRINSON FUND CLASS
United States Japan Foundation* 2,122,270.478 97.47%
New York, NY
SWISSKEY FUND CLASS
Swiss Bank Corporation* 1,221,209.975 48.96%
New York, NY
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name & Address of Beneficial Owners Number of Shares Percentage of Class
- ------------------------------------- ---------------- -------------------
<S> <C> <C>
GLOBAL BOND FUND
BRINSON FUND CLASS
Baptist Health Systems, Inc.* 1,391,388.328 38.44%
Birmingham, AL
Munson Williams Proctor Institute* 1,150,385.194 31.78%
Utica, NY
Abell Foundation, Inc. 467,014.628 12.90%
Baltimore, MD
Ripon College 371,505.321 10.26%
Ripon, WI
SWISSKEY FUND CLASS
Swiss Bank Corporation* 126,587.961 71.75%
New York, NY
Swiss Bank Corporation 19,810.949 11.22%
New York, NY
Semper Trust Co. C/F IRA of Jack Ferman 15,672.395 8.88%
Van Nuys, CA
Semper Trust Co. C/F IRA of Abraham Ferman 14,149.913 8.02%
Van Nuys, CA
U.S. BALANCED FUND
BRINSON FUND CLASS
State Street Bank & Trust Co.* 13,901,097.852 74.66%
Boston, MA
MAC & Co. 2,317,746.724 12.45%
Pittsburgh, PA
Mitra & Co. 1,379,466.270 7.41%
Milwaukee, WI
Harris Trust and Savings Bank
Chicago, IL 995,615.832 5.35%
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Name & Address of Beneficial Owners Number of Shares Percentage of Class
- ----------------------------------- ---------------- -------------------
<S> <C> <C>
U.S. BALANCED FUND (CONTD.)
SWISSKEY FUND CLASS
Swiss Bank Corporation* 17,482.517 90.81%
New York, NY
Martha S. Weber and Heinrich G. Weber 1,767.505 9.18%
Palos Verdes Estates, CA
U.S. EQUITY FUND
BRINSON FUND CLASS
Swiss Bank Corporation* 3,201,921.834 44.85%
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
SWISSKEY FUND CLASS
Swiss Bank Corporation* 8,624.763 81.85%
New York, NY
Elias H., Charles E. & Margaerite E. Gellad 1,911.428 18.13%
Falls Church,VA
U.S. BOND FUND
BRINSON FUND CLASS
Swiss Bank Corporation* 875,068.668 99.42%
New York, NY
SWISSKEY FUND CLASS
Swiss Bank Corporation* 16,858.667 99.39%
New York, NY
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Name & Address of Beneficial Owners Number of Shares Percentage of Class
- ------------------------------------- ---------------- -------------------
<S> <C> <C>
NON-U.S. EQUITY FUND
BRINSON FUND CLASS
McConnell Foundation 1,383,089.770 8.49%
Redding, CA
Edna McConnell Clark 1,333,018.144 8.18%
Foundation
New York, NY
MAC & Co. 1,227,841.069 7.54%
Pittsburgh, PA
Society National Bank 1,157,920.887 7.11%
Cleveland, OH
Fifth Third Bank 1,110,517.679 6.82%
Cincinnati, OH
Northern Trust Company 1,102,517.484 6.77%
Chicago, IL
Bentley College 1,071,458.233 6.58%
Waltham, MA
MAC & Co. 951,925.365 5.84%
FBO Sisters of Charity
Pittsburgh, PA
SWISSKEY FUND CLASS
Swiss Bank Corporation* 26,648.968 95.32%
New York, NY
</TABLE>
* Person deemed to control the class within the meaning of the Act. Note that
such persons possess the ability to control the outcome of matters submitted for
vote of shareholders of that class.
6
<PAGE>
As of the Record Date, the following persons owned 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. 13,901,097.852 15.80%
Boston, MA
Swiss Bank Corporation 5,682,286.215 6.46%
New York, NY
First Alabama Bank 4,547,562.874 5.17%
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.
The Brinson Funds 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. The Trust will
furnish, without charge, a copy of the Funds' Annual Report to any shareholder
who requests the Report. Shareholders may obtain the Annual Report by calling
1-800-448-2430.
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 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. In the event that the SEC does not grant either
request for exemptive relief, the proposed amendment to the Trust's fundamental
investment policies with respect to investments in other registered investment
companies will not be made.
7
<PAGE>
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,
and 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 Investment Company Act of 1940, as
amended (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 or any future money market portfolios of the Trust (the U.S. Cash
Management Fund and such future money market portfolios hereinafter are 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. At present, it is contemplated that, upon receipt of the appropriate
SEC exemptive relief, the Funds will invest in portfolios of the Brinson
Relationship Funds (the "Relationship Trust"), another investment company
advised by Brinson Partners, Inc. 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 the Relationship Trust, or more than
40% of its total assets among various series of the Relationship Trust 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. Each Fund will remain
subject, however, to the Act's other limitations on investment company purchases
of shares of other investment companies (i.e., no Fund may own more than 3% of
the voting stock of a single money market fund, and no Fund may invest more than
10% of its assets, in the aggregate, in other investment companies). While the
SEC may ultimately condition its issuance of
8
<PAGE>
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.
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 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;"
9
<PAGE>
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 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 Board of Trustees believes 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
SPECIFICATION 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 prospectus, 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
10
<PAGE>
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."
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. The proposed increased limitation is permissible under
pertinent provisions of the Act. 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. Brinson Partners, Inc. is an indirect,
wholly-owned subsidiary of Swiss Bank Corporation, which is an internationally
diversified organization with operations in many aspects of the financial
services industry. Swiss Bank Corporation, as of the Record Date, owned of
record or beneficially more than 5% of the outstanding voting shares of the
Trust.
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.
11
<PAGE>
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,
/s/ Thomas McFarlan
January 16, 1996 E. Thomas McFarlan
Chicago, Illinois President and Treasurer
12
<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 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 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 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 - 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.)
- --------------------------------------------------------------------------------
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.)
================================================================================
