SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
. . . . . . . . . . . . . . .LEHMAN BROTHERS INSTITUTIONAL FUNDS
GROUP TRUST. . . . (Name of Registrant as Specified In Its
Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . .ELIZABETH A.
RUSSELL, ASSISTANT SECRETARY . . . . . . . . . . . . . (Name of
Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
[ ] $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 0-11:1
4) Proposed maximum aggregate value of transaction:
1 Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] 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:
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. . . . . . . . . . .
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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ACTION REQUESTED
Dear Lehman Brothers Institutional Funds Group Trust Shareholder:
You recently received a proxy statement from the Lehman Brothers
Institutional Funds Group Trust (the "Funds") in conjunction with
a Special Meeting of Shareholders to be held on Wednesday, January
31, 1996. Your participation in this process is important.
Therefore, if you have not already done so, please complete the
enclosed proxy card today and fax it to:
(617) 263-3402
Attn: Lehman Brothers Proxy
An additional proxy card and proxy statement are included with
this letter for your convenience.
If you have any questions or need further assistance, please call
your Investment Representative or the Client Service Center at 1-
800-851-3134. Thank you for your participation in this important
process.
Sincerely,
ANDREW D. GORDON
Andrew D. Gordon
ACTION REQUESTED
Dear (Client First Name),
You recently received a proxy statement from the Lehman Brothers
Institutional Funds Group Trust (the "Funds") in conjunction with
a Special Meeting of Shareholders to be held next Wednesday,
January 31, 1996. Your participation in this process is important
to the continued success of the Funds. If you have not already
done so, please complete the enclosed Proxy Card today and fax it
to:
(617) 263-3402
Attn: Proxy Advantage
Please note that these proposals will not affect the Funds'
investment objectives or the current expense ratio "cap" of 18
basis points. Listed below is a summary of the proposals you are
being asked to consider:
(i) Approve a new investment advisory agreement between the
Funds and Lehman Brothers Global Asset Management Inc.
(ii) Approve the modification of investment restrictions
concerning borrowing and lending
(iii) Elect six Trustees and ratify the selection of the Funds'
independent public accountants.
Before these proposals were submitted to you, they were carefully
reviewed by the Funds' Board of Trustees. The Trustees have
unanimously recommended that shareholders vote FOR each proposal.
For your review, you will find an additional proxy card as well as
a copy of the Proxy Statement which outlines the above proposals
in detail. Your participation in this process is very important.
I Will call you shortly to get your feedback and answer any
questions you may have. Thank you for your confidence in Lehman
Brothers and our products.
Sincerely,
JOHN A. SHEA, III
John A. Shea, III
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