UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
[ ] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
[ ] Definitive Additional Materials RULE 14A-6(E)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HARRIS INSIGHT FUNDS TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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[ ] Fee paid previously with 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:
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2) Form, Schedule or Registration Statement No.:
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HARRIS INSIGHT FUNDS TRUST
(THE "TRUST")
HARRIS INSIGHT EQUITY FUNDS HARRIS INSIGHT FIXED INCOME FUNDS
Balanced Fund Convertible Securities Fund
Index Fund Tax-Exempt Bond Fund
Equity Income Fund Bond Fund
Growth Fund Intermediate Tax-Exempt Bond Fund
Small-Cap Value Fund Intermediate Government Bond Fund
Small-Cap Opportunity Fund
International Fund
Emerging Markets Fund
(each a "Fund" and collectively, the "Funds")
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 29, 1999
A special meeting of shareholders of each Fund of the Trust (the
"Meeting") will be held at Harris Trust and Savings Bank, 8th floor, 111 West
Monroe Street, Chicago, Illinois 60603 on November 29, 1999 at 10:00 a.m.
Chicago time, for the following purposes:
1. To elect a Board of Trustees of the Trust;
2. To ratify the selection of PricewaterhouseCoopers LLP as the Funds'
independent public accountants;
3. To approve certain changes to the Funds' fundamental investment
restrictions;
4. To approve a change to each Fund's fundamental investment restrictions that
would permit the Fund to invest all of its assets in an open-end investment
company having the same investment objective, policies and restrictions as
the Fund;
5. To approve a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Funds without obtaining
shareholder approval;
6. To approve a proposed amendment to the Trust's Declaration of Trust to
provide for dollar-based voting rights for shareholders; and
7. To transact such other business as may properly come before the Meeting.
By order of the Board of Trustees
Gary M. Gardner
Secretary
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PLEASE VOTE. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT YOU MAIL
YOUR PROXY PROMPTLY NO MATTER HOW MANY SHARES YOU OWN.
YOUR BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
PROPOSALS.
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HARRIS INSIGHT FUNDS TRUST
(THE "TRUST")
HARRIS INSIGHT EQUITY FUNDS HARRIS INSIGHT FIXED INCOME FUNDS
Balanced Fund Convertible Securities Fund
Index Fund Tax-Exempt Bond Fund
Equity Income Fund Bond Fund
Growth Fund Intermediate Tax-Exempt Bond Fund
Small-Cap Value Fund Intermediate Government Bond Fund
Small-Cap Opportunity Fund
International Fund
Emerging Markets Fund
(each a "Fund" and collectively, the "Funds")
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 29, 1999
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PROXY STATEMENT
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GENERAL INFORMATION
WHO IS ASKING FOR MY VOTE?
The Board of Trustees of the Trust is soliciting proxies from the
shareholders for use at a special meeting of shareholders of the Trust (the
"Meeting") called to be held on November 29, 1999 and at any adjournment of the
Meeting, for the purposes set forth in the accompanying Notice of Special
Meeting of Shareholders. This proxy statement and the accompanying form of proxy
are first being mailed to shareholders on or about October 19, 1999.
WHAT AM I VOTING ON?
The following table shows what proposals are to be voted on by the
shareholders of the respective Funds:
<TABLE>
<CAPTION>
FUND WHOSE SHAREHOLDERS
ARE ENTITLED TO VOTE PROPOSAL
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<S> <C>
Each Fund................................ 1. Election of a Board of Trustees.
Each Fund................................ 2. Ratification of the selection of the Funds'
independent public accountants.
Each Fund except as otherwise noted...... 3. Approval of certain changes to the Funds'
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fundamental investment restrictions.
Each Fund................................ 4. Approval of a change to each Fund's
fundamental investment restrictions to permit a
master fund/feeder fund structure.
Each Fund................................ 5. Approval of a proposal to permit Harris Trust
and Savings Bank, subject to the approval of the
Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the
Funds without obtaining shareholder approval.
Each Fund................................ 6. Approval of a proposed amendment to the
Trust's Declaration of Trust to provide for
dollar-based voting rights for shareholders.
</TABLE>
Voting Requirements. With respect to Proposal 1, the election of
trustees, shares of all Funds shall be voted in the aggregate and not
individually, with each share entitled to one vote. The trustees will be elected
by a plurality of all votes cast at the Meeting.
Approval of each of Proposals 2, 3, 4 and 5 by a Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of that
Fund as that term is defined under the Investment Company Act of 1940, as
amended (the "1940 Act"). The term "majority of the outstanding voting
securities" is defined under the 1940 Act to mean the lesser of (a) 67% or more
of the outstanding shares of the Fund present at the Meeting, if the holders of
more than 50% of the outstanding shares of the Fund are present or represented
by proxy, or (b) more than 50% of the outstanding shares of the Fund. Approval
of Proposal 6 requires the affirmative vote of more than 50% of the shares of
each Fund entitled to be voted. Shareholders of a Fund are entitled to vote only
on a Proposal that affects that particular Fund.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on October 1, 1999 are
entitled to vote at the Meeting and any adjournment thereof. The Trust is
composed of thirteen separate Funds. Each Fund of the Trust, except the Index
Fund, offers three classes of shares, N Shares, A Shares and Institutional
Shares (collectively, "Shares"). The Index Fund offers two classes of shares, N
Shares and Institutional Shares. As of October 1, 1999, there were _____ shares
of beneficial interest of the Trust outstanding, comprised of the following
Shares:
Balanced Fund - __________ International Fund - __________
Index Fund - __________ Emerging Markets Fund - __________
Equity Income Fund - __________ Convertible Securities Fund - __________
Growth Fund - __________ Tax-Exempt Bond Fund - __________
Small-Cap Value Fund - __________ Bond Fund - __________
Small-Cap Opportunity Fund - _________
Intermediate Tax-Exempt Bond Fund - _________
Intermediate Government Bond Fund - __________
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HOW DO I VOTE?
You may vote in person at the Meeting or by proxy. Each whole Share is
entitled to one vote and each fractional Share is entitled to a proportionate
fractional vote. Your properly executed proxy received prior to the Meeting will
be voted at the Meeting and any adjournment thereof in accordance with your
instructions marked on the proxy. If there are no voting instructions on a
proxy, your proxy will be voted FOR the approval of the Proposals described in
this Proxy Statement. You may revoke your proxy at any time prior to the Meeting
by giving written notice to PFPC Inc., the Trust's sub-transfer agent, at 400
Bellevue Parkway, Wilmington, Delaware 19809, by signing and mailing another
proxy of a later date or by personally casting a vote at the Meeting.
If a quorum of shareholders of any Fund is not present or represented
at the Meeting, or if sufficient votes to approve the Proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. Any adjournment will
require the affirmative vote of a majority of Shares of such Fund represented in
person or by proxy at the Meeting. In that case, the persons named as proxies
will vote all proxies that they are entitled to vote FOR such an adjournment;
provided, however, any proxies required to be voted against the Proposals will
be voted AGAINST such adjournment. A shareholder vote may be taken on any
Proposal prior to such adjournment if sufficient votes have been received and it
is otherwise appropriate. In the event of any adjournment, the Trust will
continue to solicit proxies.
Abstentions and broker non-votes will be counted as Shares present for
purposes of determining whether a quorum is present but will not be voted FOR or
AGAINST any adjournment. Accordingly, abstentions and broker non-votes
effectively will be votes AGAINST adjournment. Broker non-votes are Shares held
in a broker's name for which the broker indicates that instructions have not
been received from the beneficial owners or other persons entitled to vote and
the broker does not have discretionary voting authority. Abstentions and broker
non-votes will not be counted, however, as votes cast for purposes of
determining whether sufficient votes have been received to approve the
Proposals. In completing proxies, shareholders should be aware that checking the
box labeled ABSTAIN will result in the Shares covered by the proxy being treated
as if they were voted AGAINST the Proposals.
PROPOSAL 1: ELECTION OF TRUSTEES
The Trust's By-Laws state that each trustee shall retire on December 31
of the year during which the trustee becomes age 72. As a result of this policy,
Ernest M. Roth, who has been a Trustee since 1995, is scheduled to retire at the
end of this year. Accordingly, the Nominating Committee has proposed a slate of
six nominees listed below to serve as trustees of the Trust. Messrs. Fiedler,
Gerst, McCarter and Roth were elected to the Board of Trustees by vote of sole
shareholder at the inception of the Trust on December 6, 1995. Ms. Jarrett and
Ms. Wolff are recommended for election by shareholders for the first time,
although Ms. Wolff is currently a Trustee, having been appointed by the Board on
February 5, 1998, effective as of July 16, 1998. Mr. Roth shall continue to
serve as a trustee until December 31, 1999 and the election of Ms. Jarrett to
the Board of Trustees shall be effective January 1, 2000.
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The six nominees who are proposed to be elected as trustees of the
Trust shall serve until their successors are elected and qualified or until
their earlier death, retirement, resignation, removal, bankruptcy, adjudicated
incompetence or other incapacity to perform the duties of the office of a
trustee.
A shareholder using the enclosed form of proxy may vote for all or for
any of the nominees to the Trust's Board of Trustees or withhold his or her vote
from all or any of the nominees. If, for any reason, a nominee shall become
unavailable for election, votes cast on the enclosed proxy card may be cast for
a substitute candidate by the proxies named on the proxy card, or their
substitutes at the Meeting. Nothing, however, indicates that such a situation
will arise. The following table sets forth certain information regarding the
nominees:
<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL
OWNERSHIP OF SHARES OF
NAME AND AGE PRINCIPAL OCCUPATION DURING PAST FIVE THE FUNDS AT SEPTEMBER
AT SEPTEMBER 1, 1999 TRUSTEE SINCE YEARS AND DIRECTORSHIPS 1, 1999
-------------------- ------------- ----------------------- -------
<S> <C> <C> <C>
Edgar R. Fiedler 1995 Senior Fellow and Economic Counselor, _____
70 The Conference Board; and Director or
Trustee, The Stanley Works,
AARP-Income Trust, Scudder
Institutional Funds, Scudder
Pathway Series, Farmer's
Investment Trust, Brazil
Fund and PEG Capital
Management.
C. Gary Gerst 1995 Chairman Emeritus (1993-Present) and _____
60 formerly Co-Chairman, Jones Lang
LaSalle, formerly LaSalle Partners Ltd.
(real estate investment management and
consulting); and Director, Trustee or
Partner, Nonlinear Dynamics, Inc. and
Evanston Northwestern Healthcare
(1992-1998).
Valerie B. Jarrett 1999 Executive Vice President, The Habitat _____
43 Company (residential property
development); Chairman of the Board of
Directors, Chicago Transit
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<CAPTION>
AMOUNT OF BENEFICIAL
OWNERSHIP OF SHARES OF
NAME AND AGE PRINCIPAL OCCUPATION DURING PAST FIVE THE FUNDS AT SEPTEMBER
AT SEPTEMBER 1, 1999 TRUSTEE SINCE YEARS AND DIRECTORSHIPS 1, 1999
-------------------- ------------- ----------------------- -------
<S> <C> <C> <C>
Authority; and Commissioner, City of
Chicago, Department of Planning and
Development (1992-1995).
John W. McCarter, Jr. 1995 President and Chief Executive Officer, _____
61 The Field Museum of Natural History
(1996-Present); Senior Vice President
and Director, Booz-Allen & Hamilton,
Inc. (consulting firm) (1987-1997); and
Director of W. W. Grainger, Inc., A. M.
Castle, Inc. and Pittway Corporation
LaSalle Partners U.S. Real Estate Fund.
Ernest M. Roth 1995 Consultant (1992-Present); Former _____
72 Senior Vice President and Chief
Financial Officer, Commonwealth Edison
Company; Director, LaRabida
Children's Hospital; and
Chairman, LaRabida
Children's Foundation.
Paula Wolff 1998 President, Governors State University; _____
54 Chair, University of Chicago Hospitals;
and Director, Ariel Capital Management,
Inc.
</TABLE>
Mr. Gerst is Chairman of the Board of Trustees. The Board of Trustees
has an Audit Committee, Nominating Committee and Pricing Committee. Each member
of the Board of Trustees is also a member of each committee. The Audit Committee
is responsible for recommending independent public accountants to audit
financial statements of the Funds and reviewing the scope and results of the
audits. The Nominating Committee is responsible for recommending nominees for
election as Trustees. The Pricing Committee determines a fair value of portfolio
securities in cases when a market quotation is not readily available or a Fund's
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investment adviser believes that a market quotation or valuation provided by an
approved pricing methodology does not represent a fair value.
Each trustee also serves as a director of HT Insight Funds, Inc. (the
"Company"). For his or her services to the Trust and the Company, each
trustee/director receives aggregate compensation of an annual retainer of
$15,000 ($22,500 in the case of the Chairman of the Board), a fee for attendance
at meetings of one or both boards of $3,500 (or $500 if attendance is by
telephone) and a fee for attendance at a meeting of any committee of one or both
boards of $1,000 (or $250 if attendance is by telephone). During the fiscal year
ended December 31, 1998, the Board of Trustees met five times, the Audit
Committee met twice, the Nominating Committee did not meet and the Pricing
Committee met once. Each of the current trustees attended 75% or more of the
meetings of the Board of Trustees and committees of the Board. The following
table shows the aggregate compensation received by the trustees for 1998:
<TABLE>
<CAPTION>
FROM THE FUND COMPLEX(1)
------------------------
AVERAGE
NAME OF TRUSTEE FROM THE TRUST (13 FUNDS) PER FUND TOTAL
- --------------- ------------------------- -------- -----
<S> <C> <C> <C>
C. Gary Gerst, Chairman $ 12,450 $ 2,306 $ 41,500
Edgar R. Fiedler 10,200 (2) 1,889(2) 34,000(2)
John W. McCarter, Jr. 10,200 1,889 34,000
Ernest M. Roth 10,200 1,889 34,000
Paula Wolff(3) 5,100 944 17,000
</TABLE>
(1) "Fund Complex" includes the Trust and the Company, comprising 18 mutual
funds.
(2) For the period June 1988 through December 31, 1998, the total amount of
compensation (including interest) payable or accrued for Mr. Fiedler
was $208,083 pursuant to the Deferred Compensation Plan of the Fund
Complex for its independent directors/trustees.
(3) Became a trustee on July 16, 1998.
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THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" EACH NOMINEE INCLUDED IN PROPOSAL 1.
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PROPOSAL 2: RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE TRUST'S
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Trustees has selected PricewaterhouseCoopers LLP ("PWC")
to serve as independent public accountants to audit the financial statements of
each Fund for the fiscal year ending December 31, 1999. PWC has advised the
Trust that neither it, nor any of its members, has any other relationship with
the Trust, and that none of them has any direct or indirect material financial
interest in the Trust. No representatives of PWC are expected to be present at
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the Meeting, although a representative will be available via teleconference to
answer any shareholder questions. PWC has served as the auditor for the Funds
since inception.
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THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 2.
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PROPOSAL 3: APPROVAL OF CERTAIN CHANGES TO THE FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS
Harris Trust and Savings Bank, the Funds' investment adviser (the
"Adviser"), and Harris Investment Management, Inc., the portfolio management
agent for the Funds ("HIM"), conducted an analysis of each Fund's fundamental
and non-fundamental investment restrictions and, where practical and consistent
with a Fund's investment objective, recommended to the Board of Trustees certain
changes in the restrictions in order to provide greater investment flexibility
and to increase standardization among the Funds and thereby promote operating
efficiencies and facilitate compliance monitoring.
Those specific investment restrictions that are designated
"fundamental" can be changed only by shareholder vote. Accordingly, the Board of
Trustees has approved and recommends for submission to each Fund's shareholders
for their approval amendments to certain of the Funds' fundamental investment
restrictions and reclassification of certain restrictions as non-fundamental.
Each of the following proposals applies to all the Funds unless otherwise
specified.
A. LIMITATION REGARDING DIVERSIFICATION [ALL FUNDS]
Each Fund's fundamental investment restriction regarding
diversification is proposed to be amended and reclassified as a non-fundamental
investment restriction. The text of the current restriction follows with the
text of the proposed restriction in italics:
Each Fund is diversified as that term is defined in the 1940
Act. As a matter of fundamental policy, no Fund may invest more than 5%
of the current value of its total assets in the securities of any one
issuer (other than U.S. Government Securities), except that up to 25%
of the value of the total assets of a Fund (other than a Money Market
Fund) may be invested without regard to this limitation.
Notwithstanding that policy, each of the Money Market Funds may invest
more than 5% of its total assets in the securities of a single issuer
for a period of up to three business days after the purchase thereof,
so long as it does not make more than one such investment at any one
time.
[No diversified Fund may,] with respect to 75% of its assets,
invest more than 5% of its assets (valued at the time of investment) in
securities of any one issuer, except for securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities or repurchase agreements for such securities, and
except that all or substantially all of the assets of the Fund may be
invested in
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another registered investment company having the same investment
objective and substantially similar investment policies.
Discussion. The changes contemplated above would provide each of the
Money Market Funds with greater investment flexibility by permitting those Funds
to invest up to 25% of their total assets without regard to the current
limitation. Although this would not change these Funds' legal status as a
diversified investment company, it could result in reduced diversification for
up to 25% of a Fund's portfolio to the extent permitted under the 1940 Act. To
the extent that a portion of a Fund's total assets is invested in a smaller
number of issuers as a result of this change, the possibilities for losses or
gains on such investments will be increased over what they would have been had
the 5% of total assets limit continued to apply to all of the Fund's assets. The
proposed changes, together with Proposal 4 discussed below, also exclude from
the 5% limitation investments in another registered investment company in the
event a Fund adopts a master fund/feeder fund structure. A non-fundamental
investment restriction may be changed by the Board of Trustees without
shareholder approval.
B. LIMITATION REGARDING INVESTMENT IN ANY ONE ISSUER [ALL FUNDS]
Each Fund's fundamental investment restriction regarding investment in
the securities of a single issuer is proposed to be amended and reclassified as
a non-fundamental investment restriction. The text of the current restriction
follows with the text of the proposed restriction in italics:
As a matter of fundamental policy, no Fund may purchase
securities of an issuer if, as a result, with respect to 75% of its
total assets, it would own more than 10% of the voting securities of
such issuer. [each of the Money Market Funds may invest more than 5% of
its total assets in the securities of a single issuer for a period of
up to three business days after the purchase thereof, so long as it
does not make more than one such investment at any one time.]
[No Fund may,] with respect to 75% of its assets, acquire
securities of any one issuer that at the time of investment represent
more than 10% of the voting securities of the issuer, except that all
or substantially all of the assets of the Fund may be invested in
another registered investment company having the same investment
objective and substantially similar investment policies.
Discussion. The changes are proposed in order to clarify the language
of the current restriction and, in conjunction with Proposal 4 discussed below,
exclude from the 10% limitation investments in another registered investment
company in the event a Fund adopts a master fund/feeder fund structure. A
non-fundamental investment restriction may be changed by the Board of Trustees
without shareholder approval.
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C. LIMITATION REGARDING CONCENTRATION [ALL FUNDS]
Each Fund's fundamental investment restriction regarding concentration
in the securities of issuers in a single industry is proposed to be amended. The
text of the current restriction follows with the text of the proposed
restriction in italics:
Each Fund is prohibited from concentrating its assets in the
securities of issuers in a single industry. As a matter of fundamental
policy, no Fund may purchase the securities of issuers conducting their
principal business activity in the same industry if, as an immediate
result of the purchase, the value of its investments in that industry
would exceed 25% of the current value of its total assets. That
limitation does not apply to investments in (i) municipal obligations
(for the purpose of this restriction, private activity bonds shall not
be deemed municipal obligations if the payment of principal and
interest on such bonds is the ultimate responsibility of
non-governmental users); (ii) U.S. Government Securities; and (iii) in
the case of the Money Market Fund, bank obligations that are otherwise
permitted as investments. Although not a matter of fundamental policy,
the Funds consider the securities of foreign governments to be a
separate industry for purposes of the 25% asset limitation on
investments in the securities of issuers conducting their principal
business activity in the same industry. [...each of the Money Market
Funds may invest more than 5% of its total assets in the securities of
a single issuer for a period of up to three business days after the
purchase thereof, so long as it does not make more than one such
investment at any one time.]
[No Fund may] invest more than 25% of its assets (valued at
the time of investment) in securities of companies in any one industry,
except that (a) this restriction does not apply to investments in (i)
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities, (ii) municipal obligations (for purposes
of this restriction, private activity bonds shall not be deemed
municipal obligations if the payment of principal and interest on such
bonds is the ultimate responsibility of non-governmental users), and
(iii) in the case of the Money Market Fund, bank obligations that are
otherwise permitted as investments, and (b) all or substantially all of
the assets of the Fund may be invested in another registered investment
company having the same investment objective and substantially similar
investment policies.
Discussion. The changes are proposed in order to clarify the language
of the current restriction and omit any unnecessary discussion regarding a
non-fundamental policy and, in conjunction with Proposal 4 discussed below,
permit investments in another registered investment company in the event a Fund
adopts a master fund/feeder fund structure.
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<PAGE>
D. LIMITATION REGARDING BORROWING AND PURCHASES OR SALES OF COMMODITIES,
FUTURES AND OPTIONS [ALL FUNDS]
Each Fund's fundamental investment restriction regarding borrowing and
purchases or sales of commodities, futures and options is proposed to be
amended. The text of the current restriction follows with the text of the
proposed restriction in italics:
[No Fund may]...borrow money (except that each Fund may borrow
from banks up to 10% of the current value of such Fund's net assets for
temporary purposes only in order to meet redemptions, and these
borrowings may be secured by the pledge of not more than 10% of the
current value of the Fund's total assets, but investments may not be
purchased by such Fund while, with respect to the Equity Fund, the
Short/Intermediate Bond Fund and the Money Market Funds, any such
borrowing exists and, with respect to the remaining Funds, any
aggregate borrowings in excess of 5% exist).
[No Fund may] purchase or sell ... commodities or commodity
contracts (except (i) with respect to the Short/Intermediate Bond Fund,
the Equity Fund and the Money Market Funds, stock index futures and
options on stock indices, (ii) with respect to the International Fund,
futures, options, options on futures and forward contracts, and (iii)
with respect to the remaining Funds, futures, options and options on
futures).
[No Fund may] borrow money except to the extent permitted by
applicable law, regulation or order.
Discussion. The changes are proposed in order to modify the current
restriction to correspond to current regulatory positions with regard to
borrowings and apply the restriction equally to all Funds.
E. LIMITATION REGARDING ISSUANCE OF SENIOR SECURITIES [ALL FUNDS]
Each Fund's fundamental investment restriction regarding the issuance
of senior securities is proposed to be amended. The text of the current
restriction follows with the text of the proposed restriction in italics:
[No Fund may] issue senior securities...
[No Fund may] issue any senior security except to the extent
permitted by applicable law, regulation or order.
Discussion. The changes are proposed in order to permit the issuance
of senior securities to the extent authorized by law.
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<PAGE>
F. LIMITATION REGARDING THE UNDERWRITING OF A DISTRIBUTION OF THE
SECURITIES OF OTHER ISSUERS [ALL FUNDS]
Each Fund's fundamental investment restriction regarding the
underwriting of a distribution of the securities of other issuers is proposed to
be amended. The text of the current restriction follows with the text of the
proposed restriction in italics:
[No Fund may] underwrite securities of other issuers, except
to the extent that the purchase of municipal obligations or other
permitted investments directly from the issuer thereof or from an
underwriter for an issuer and the later disposition of such securities
in accordance with any Fund's investment program may be deemed to be an
underwriting;
[...each of the Money Market Funds may invest more than 5% of
its total assets in the securities of a single issuer for a period of
up to three business days after the purchase thereof, so long as it
does not make more than one such investment at any one time.]
[No Fund may] underwrite the distribution of securities of
other issuers; however, (a) the Fund may acquire "restricted"
securities that, in the event of a resale, might be required to be
registered under the Securities Act of 1933 on the ground that the Fund
could be regarded as an underwriter as defined by that act with respect
to such resale and (b) all or substantially all of the assets of the
Fund may be invested in another registered investment company having
the same investment objective and substantially similar investment
policies.
Discussion. The changes are proposed to identify investments permitted
under the 1940 Act and, in conjunction with Proposal 4 discussed below, permit
investments in another registered investment company in the event a Fund adopts
a master fund/feeder fund structure.
G. LIMITATION REGARDING LOANS [ALL FUNDS]
Each Fund's fundamental investment restriction regarding loans is
proposed to be amended. The text of the current restriction follows with the
text of the proposed restriction in italics:
[No Fund may] make loans, except loans of portfolio securities
and except that each Fund may purchase or hold a portion of an issue of
publicly distributed bonds, debentures or other obligations, purchase
negotiable certificates of deposit and bankers' acceptances and enter
into repurchase agreements with respect to its portfolio securities
[...each of the Money Market Funds may invest more than 5% of its total
assets in the securities of a single issuer for a period of up to three
business days after the purchase thereof, so long as it does not make
more than one such investment at any one time.]
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<PAGE>
[No Fund may] make loans, but this restriction shall not
prevent the Fund from (a) investing in debt obligations, (b) investing
in money market instruments or repurchase agreements,1 (c)
participating in an interfund lending program among Funds having a
common investment adviser or distributor to the extent permitted by
applicable law or (d) lending its portfolio securities [the Fund will
not lend securities having a value in excess of 33-1/3% of its assets,
including collateral received for loaned securities (valued at the time
of any loan).]
Discussion. The changes are proposed in order to clarify the language
of the current restriction, permit participation in an interfund lending program
and, in conjunction with Proposal 4 discussed below, permit investments in
another registered investment company in the event a Fund adopts a master
fund/feeder fund structure.
H. LIMITATION REGARDING THE PURCHASE OR SALE OF REAL ESTATE AND RELATED
INVESTMENTS [ALL FUNDS]
Each Fund's fundamental investment restriction regarding the purchase
or sale of real estate and related investments is proposed to be amended. The
text of the current restriction follows with the text of the proposed
restrictions in italics:
[No Fund may] purchase or sell real estate (other than
securities secured by real estate or interests therein, securities
backed by mortgages or securities issued by companies that invest in
real estate or interests therein), real estate limited partnerships.
[No Fund may] purchase or sell real estate or interests in
real estate, although it may invest in securities secured by interests
in real estate and securities of enterprises that invest in real estate
or interests in real estate, and may acquire and dispose of real estate
or interests in real estate acquired through the exercise of rights as
a holder of debt obligations secured by real estate or interests
therein.
Discussion. The changes are proposed in order to clarify the types
of investments permitted under the 1940 Act by this restriction.
- -----------------
1 A repurchase agreement involves a sale of securities to a Fund with the
concurrent agreement of the seller (bank or securities dealer) to
repurchase the securities at the same price plus an amount equal to an
agreed-upon interest rate within a specified time. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Fund
could experience both delays in liquidating the underlying securities and
losses. No Fund may invest more than 15% of its net assets in repurchase
agreements maturing in more than seven days and other illiquid securities.
14
<PAGE>
I. LIMITATIONS REGARDING THE PURCHASE OR SALE OF COMMODITIES OR COMMODITY
CONTRACTS [ALL FUNDS]
Each Fund's fundamental investment restriction regarding the purchase
or sale of commodities or commodity contracts is proposed to be amended. The
text of the current restriction follows with the text of the proposed
restriction in italics:
[No Fund may] purchase or sell ... commodities or commodity
contracts (except (i) with respect to the Short/Intermediate Bond Fund,
the Equity Fund and the Money Market Funds, stock index futures and
options on stock indices, (ii) with respect to the International Fund,
futures, options, options on futures and forward contracts, and (iii)
with respect to the remaining Funds, futures, options and options on
futures)
[No Fund may] purchase or sell commodities or commodity
contracts, except that it may enter into (a) futures, options, and
options on futures, (b) forward contracts, and (c) other financial
transactions not requiring the delivery of physical commodities.
Discussion. The changes are proposed in order to simplify the
language of the current restriction and apply it equally to all Funds.
J. LIMITATION REGARDING THE PURCHASE OF SECURITIES OF OTHER INVESTMENT
COMPANIES [ALL FUNDS]
Each Fund's fundamental investment restriction regarding the purchase
of securities of other investment companies is proposed to be amended. The text
of the current restriction follows with the text of the proposed restriction in
italics:
the Short/Intermediate Bond Fund, the Equity Fund or a Money
Market Fund, [may not]purchase securities of other investment
companies, except securities of certain money market funds in
accordance with the respective Fund's investment objectives and
policies and to the extent permissible under the 1940 Act, and except
in connection with a merger, consolidation, acquisition, spin-off or
reorganization.
[...each of the Money Market Funds may invest more than 5% of
its total assets in the securities of a single issuer for a period of
up to three business days after the purchase thereof, so long as it
does not make more than one such investment at any one time.]
[No Fund may] invest in the securities of other investment
companies except to the extent permitted by applicable law, regulation
or order or rule of the SEC.
15
<PAGE>
Discussion. The changes are proposed in order to apply this restriction
equally to all Funds and, in conjunction with Proposal 4 discussed below, permit
investments in another registered investment company in the event a Fund adopts
a master fund/feeder fund structure.
K. LIMITATIONS REGARDING THE PURCHASE OF SECURITIES ON MARGIN [ALL FUNDS]
Each Fund's fundamental investment restriction regarding the purchase
of securities on margin is proposed to be amended. The text of the current
restriction follows with the text of the proposed restriction in italics:
[No Fund may] purchase securities on margin (except (i) with
respect to the Equity Fund, the Short/Intermediate Bond Fund and the
Money Market Funds, for short-term credits necessary for the clearance
of transactions and margin payments in connection with transactions in
stock index futures contracts, and (ii) with respect to the remaining
Funds, for short-term credits necessary for the clearance of
transactions and margin payments in connection with transactions in
futures, options and options on futures) or (except with respect to
Emerging Markets Fund) make short sales of securities;
[No Fund may] purchase securities on margin (except for use of
short-term credits as are necessary for the clearance of transactions)
or participate in a joint or on a joint or several basis in any trading
account in securities.
Discussion. The changes are proposed in order to: 1) simplify the
language of the current restriction; 2) apply the restriction equally to all
Funds; and 3) prohibit certain transactions not permitted under existing laws
and regulations. It is also proposed that this restriction be reclassified as
"non-fundamental." A non-fundamental restriction may be changed by the Board
of Trustees without shareholder approval.
L. LIMITATION REGARDING INVESTMENTS IN ILLIQUID SECURITIES [ALL FUND]
Each Fund's fundamental investment restriction regarding investments
in illiquid securities is proposed to be amended. The text of the current
restriction follows with the text of the proposed restriction in italics:
the Equity Fund, the Short/Intermediate Bond Fund or a Money
Market Fund [may not], invest an amount in excess of 10% (and 15% for
the Emerging Markets Fund) of the current value of such Fund's net
assets in repurchase agreements having maturities of more than seven
days, variable amount master demand notes having notice periods of more
than seven days, fixed time deposits that are subject to withdrawal
penalties and have maturities of more than seven days, securities that
are not readily marketable and other illiquid securities (including
certain GICs and BICs);
16
<PAGE>
[No Fund may] invest more than 15% (10% in the case of a Money
Market Fund) of its net assets (valued at the time of investment) in
illiquid securities, including repurchase agreements maturing in more
than seven days.
Discussion. The changes are proposed in order to simplify the language
of the current restriction and clarify that the restriction applies equally to
all Funds (but with a different limit for the Money Market Funds). It is also
proposed that this restriction be reclassified as "non-fundamental." A
non-fundamental restriction may be changed by the Board of Trustees without
shareholder approval.
M. LIMITATION REGARDING SHORT SALES OF SECURITIES [ALL FUNDS]
Each Fund's fundamental investment restriction regarding short sales of
securities is proposed to be amended. The text of the current restriction
follows with the text of the proposed restriction in italics:
[No Fund may](except with respect to Emerging Markets Fund)
make short sales of securities;
[No Fund may] make short sales of securities unless (a) the
Fund owns at least an equal amount of such securities, or owns
securities that are convertible or exchangeable, without payment of
further consideration, into at least an equal amount of such securities
or (b) the securities sold are "when issued" or "when distributed"
securities that the Fund expects to receive in a recapitalization,
reorganization or other exchange for securities that it
contemporaneously owns or has the right to obtain and provided that
transactions in options, futures and options on futures are not treated
as short sales.
Discussion. The changes are proposed in order to apply the restriction
equally to all Funds and to conform with current mutual fund practice and
regulations. It is also proposed that this restriction be reclassified as
"non-fundamental." A non-fundamental restriction may be changed by the Board of
Trustees without shareholder approval.
N. DELETION OF RESTRICTION REGARDING INVESTMENT FOR THE PURPOSE OF
EXERCISING CONTROL OR MANAGEMENT [ALL FUNDS]
It is proposed that each Fund's fundamental investment restriction
regarding investment for the purpose of exercising control or management be
deleted. The text of the current restriction follows:
[No Fund may] make investments for the purpose of exercising
control or management.
Discussion: When the current restriction was adopted, the Trust was
subject to the laws of certain states which required this specific policy on
investing for the purpose of management or control. Since the enactment of the
National Securities Markets Improvement Act, the states
17
<PAGE>
no longer have jurisdiction over this policy of the Trust with regard to
investment for the purpose of management or control.
- -------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" EACH OF PROPOSALS 3A - 3N.
- -------------------------------------------------------------------------------
PROPOSAL 4: APPROVAL OF A MASTER FUND/FEEDER FUND STRUCTURE
The Board of Trustees has approved and recommends that shareholders of
each Fund approve a proposal to permit each Fund to invest substantially all of
its investable assets in another open-end management investment company having
the same investment objective and substantially similar policies and
restrictions (the "Master Fund/Feeder Fund Structure"). Prior to any such actual
investment, however, the Board of Trustees would be required to approve the
transaction and shareholders would be notified. The purpose of such an
arrangement is to achieve certain operational efficiencies, assuming that the
assets of the Master Fund are greater than the assets of any individual Feeder
Fund. Although the Board of Trustees has not determined that any of the Funds
should convert to a Master Fund/Feeder Fund Structure at this time, the Board of
Trustees believes it could be in the best interests of some or all of the Funds
at some future date.
Certain restrictions set forth in the Trust's Fundamental Investment
Restrictions currently prohibit or limit investment by a Fund in another
investment company as described above. In order to facilitate conversion to a
Master Fund/Feeder Fund Structure, the following is proposed to be adopted as a
fundamental investment policy of each Fund:
"None of the foregoing investment policies or restrictions of the Fund
shall prohibit the Fund from investing all or substantially all of its
assets in the shares of another registered open-end investment company
having the same investment objective and substantially similar policies
and restrictions."
If this proposal is approved by shareholders of a Fund, the Board of
Trustees could vote at some time in the future to convert the Fund into a
"Feeder Fund" under which all of the assets of the Fund would be invested in a
Master Fund. The Feeder Fund would transfer its assets to a Master Fund in
exchange for shares of beneficial interest in the Master Fund having the same
net asset value as the value of the assets transferred. (The ownership interests
of the Fund's shareholders would not be altered by this change.)
Any Master Fund in which a Feeder Fund would invest would be required
to have the same investment objective and substantially similar policies and
restrictions as the Feeder Fund. Accordingly, by investing in a Master Fund, the
Feeder Fund would continue to pursue its then current investment objective and
policies in substantially the same manner, except that it would pursue that
objective through its investment in the Master Fund rather than through direct
investments in the types of securities dictated by its investment objectives and
policies. The Master Fund, whose shares could be offered to other feeder funds
or other investors in addition to the Feeder Fund, would invest in the same type
of securities in which the Fund would have directly invested, providing
substantially the same investment results to the Feeder Fund's shareholders.
However, the expense ratios, the yields, and the total returns of other
investors in
18
<PAGE>
the Master Fund may be different from those of the Feeder Fund due to
differences in Feeder Fund expenses.
By investing substantially all of its assets in a Master Fund, a Feeder
Fund could expect to be in a position to realize directly or indirectly certain
economies of scale, in that a larger investment portfolio resulting from
multiple Feeder Funds is expected to achieve a lower ratio of operating expenses
to net assets. A Master Fund may be offered to an undetermined number of other
Feeder Funds. However, there can be no assurance that any such additional
investments in a Master Fund by other Feeder Funds will take place.
If a Fund invests substantially all of its assets in a Master Fund, the
Fund would no longer require portfolio management services. For this reason, if
the Board of Trustees were to convert a Fund into a Feeder Fund, the existing
investment advisory agreement between the Trust and the Adviser relating to that
Fund would be terminated, although the Feeder Fund would continue to have an
administration agreement with the Adviser or another party for the provision of
certain administrative services on terms approved by the non-interested Trustees
of the Trust.
Master Funds. The investment objective of any Master Fund would be the
same as the investment objective of the applicable Feeder Fund which would
invest in it. If the Proposal is adopted and if the Board of Trustees were to
vote to convert a Fund into a Feeder Fund, the Fund's assets would no longer be
directly invested in the securities of multiple issuers, but rather would be
invested in the securities of a single issuer, i.e., the Master Fund, which
would be registered as an open-end management investment company under the 1940
Act. Since the assets of the Master Fund would be invested in a portfolio of
securities substantially similar to those in which the Feeder Fund is authorized
to invest, the Board of Trustees believes that there would be no material
differences in risk to shareholders of a Fund investing indirectly through a
Master Fund rather than directly in the types of securities in which the Fund is
authorized to invest.
A Feeder Fund may withdraw its investment in a Master Fund at any time
if the Board of Trustees determines that it is in the best interests of the
shareholders of the Feeder Fund to do so or if the investment policies or
restrictions of the Master Fund were changed so that they were inconsistent with
the policies and restriction of the Feeder Fund. Upon any such withdrawal, the
Board of Trustees of the Trust would consider what action might be taken,
including the investment of all of the assets of the Feeder Fund in another
pooled investment entity having substantially the same investment objective as
the Feeder Fund or the retaining of an investment adviser to directly invest the
Feeder Fund's assets in accordance with its investment objective and policies.
Whenever a Feeder Fund is asked to vote on a proposal by the Master
Fund, the Feeder Fund will hold a meeting of its shareholders if required by
applicable law or its policies, and cast its vote with respect to the Master
Fund in the same proportion as its shareholders vote on the proposal.
Once its assets are invested in a Master Fund, a Feeder Fund will value
its holdings (i.e., shares issued by the Master Fund) at their fair value, which
will be based on the daily net asset
19
<PAGE>
value of the Master Fund. The net income of the Feeder Fund will be determined
at the same time and on the same days as the net income of the Master Fund is
determined, which would be the same time and days that the Feeder Fund uses
for this purpose.
Investments in a Master Fund would have no preemptive or conversion
rights and would be fully paid and non-assessable, except as set forth below.
Similar to the Trust, a Master Fund would not be required to hold annual
meetings of its shareholders, but the Master Fund would be required to hold
special meetings of shareholders when, in the judgment of its trustees, it is
necessary or desirable to submit matters for a shareholder vote. Other
shareholders in a Master Fund have rights similar to those of Feeder Fund
shareholders; under certain circumstances (e.g., upon application and submission
of certain specified documents to the Board of Trustees by a specified number of
investors), they have the right to communicate with other shareholders in
connection with requesting a meeting of shareholders for the purpose of removing
one or more of the Master Fund's trustees. Shareholders also have the right to
remove one or more trustees, without a meeting, by a declaration in writing by a
specified number of shareholders. Upon liquidation of a Master Fund, investors
would be entitled to share pro rata in the net assets of the Master Fund
available for distribution to shareholders.
Each Master Fund shareholder would be entitled to a vote in proportion
to the share of its investment in the Master Fund. Investments in a Master Fund
would not be transferable, but a shareholder (such as a Feeder Fund) could
redeem all or any portion of its investment at any time at net asset value.
Tax Considerations. The implementation of a Master Fund/Feeder Fund
structure is not expected to have any adverse tax effects on the Funds or their
shareholders. As a condition of and prior to implementation of conversion of a
Fund to a Master Fund/Feeder Fund Structure, the Trust would either obtain a
private letter ruling from the Internal Revenue Service or receive an opinion of
counsel that no gain or loss for Federal income tax purposes would be recognized
by the Feeder Fund, the Master Fund, or the shareholders of the Feeder Fund in
connection with the transfer of the Feeder Fund's assets to the Master Fund in
exchange for shares of beneficial interest in the Master Fund.
A Feeder Fund would continue to qualify and elect to be treated as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"). To so qualify, a Feeder Fund must meet certain
income, distribution, and diversification requirements. It is expected that any
Feeder Fund's investment in a Master Fund will satisfy these requirements.
Provided each Feeder Fund meets these requirements and distributes all of its
net investment income and realized capital gains to its shareholders in
accordance with the timing requirements imposed by the Code, the Feeder Fund
would not pay any Federal income or excise taxes. Any Master Fund would qualify
and elect to be treated as a "partnership" under the Code and, therefore, would
also not expect to be required to pay any Federal income or excise taxes. Income
dividends and any capital gain distributions by a Master Fund to a Feeder Fund
will be distributed by the Feeder Fund to its shareholders, and such payments
will be subject to Federal and applicable state income taxes on that Feeder
Fund's shareholders.
20
<PAGE>
- -------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 4.
- -------------------------------------------------------------------------------
PROPOSAL 5: APPROVAL OF A PROPOSAL TO PERMIT HARRIS TRUST AND SAVINGS BANK,
SUBJECT TO THE APPROVAL OF THE TRUST'S BOARD OF TRUSTEES, TO ENTER
INTO OR AMEND SUB-ADVISORY AGREEMENTS WITH SUB-ADVISERS FOR THE
FUNDS WITHOUT OBTAINING SHAREHOLDER APPROVAL
The Trust proposes to operate in a manner in which it may from time to
time, to the extent permitted by any exemption or exemptions granted by the SEC,
permit the Board of Trustees to authorize the Adviser to enter into new or
amended agreements with sub-advisers with respect to the Funds without obtaining
shareholder approval of such agreements, and to permit such sub-advisers to
manage the assets of the Funds pursuant to such sub-advisory agreements.
The 1940 Act generally provides that an investment adviser or
sub-adviser to a mutual fund may act as such only pursuant to a written contract
which has been approved by a vote of the fund's shareholders and by a vote of a
majority of the trustees of the fund who are not parties to such contract or
agreement or interested persons of any party to such contract or agreement.
However, the Trust and the Adviser have applied to the SEC for an exemption from
the shareholder approval requirement with respect to new or amended sub-advisory
agreements that may be entered into from time to time between the Adviser and
sub-advisers with respect to the Funds, under certain circumstances and subject
to certain conditions (the "Exemption Application"). If the SEC grants an
exemptive order as sought in the Exemption Application or any amendment thereto
(the "Exemptive Order"), the Adviser would be permitted, under certain
conditions, to enter into new or amended sub-advisory agreements, including
agreements with new sub-advisers (including, if permitted by the Exemptive
Order, a sub-adviser that is affiliated with the Funds or the Adviser), and
agreements with existing sub-advisers if there is an "assignment," as defined in
the 1940 Act, or other event causing termination of the existing sub-advisory
agreement. Nonetheless, under the 1940 Act, even if the Exemptive Order is
granted, any sub-advisory agreement would be subject to approval by a majority
of the Trustees of the Trust who are not parties to or interested persons of any
party to the agreement. Furthermore, the Trust would still require shareholder
approval to amend its Advisory Agreement with the Adviser (including any
amendment to raise the management fee rate payable under such agreement) or to
enter into a new Advisory Agreement with the Adviser or any other investment
adviser.
It is expected that, if the Exemptive Order is granted, it will be a
condition to such exemption that, among other things, a majority of the
outstanding voting securities of the Funds first approve the operation of the
Funds as proposed in the Exemption Application, i.e., permitting the Adviser to
enter into sub-advisory agreements with sub-advisers in the future without
obtaining shareholder approval of each agreement. It is also expected that the
Exemptive Order may include as a condition a requirement that, within 90 days
after the hiring of any new sub-adviser or the implementation of any proposed
material change in a Sub-Advisory Agreement, the Trust will furnish shareholders
the information about the new sub-
21
<PAGE>
adviser and sub-advisory agreement that would have been included in a proxy
statement relating to shareholder approval of such agreement.
The Trust has applied for the Exemptive Order for several reasons. The
Trust utilizes an adviser/sub-adviser management structure, in which the Adviser
acts as the Funds' investment adviser, delegating the day-to-day portfolio
management for the Funds to HIM. Under such a structure, HIM acts in a capacity
similar to that of the portfolio manager in a more traditional structure that
does not involve a sub-adviser. Specifically, HIM, like portfolio managers in a
more traditional structure, manages the Funds' portfolios, under the oversight
and supervision of the Adviser. If a new sub-adviser was retained, the Adviser
would continue in its role as investment adviser and would continue to exercise
oversight and supervision of the Funds' investment affairs as conducted by the
new sub-adviser. Changing a Fund's sub-adviser is, therefore, analogous to
replacing the portfolio manager of a single-manager managed fund, which does not
require shareholder approval under the 1940 Act.
In addition, given the Trust's management structure, the shareholder
approval requirement under the 1940 Act may cause a Fund's shareholders to incur
unnecessary expenses and could hinder the prompt implementation of sub-advisory
changes that are in the best interest of the shareholders, such as prompt
removal of a sub-adviser if circumstances warrant such removal. The Trustees of
the Trust believe that without the ability to employ promptly a new sub-adviser
or re-employ promptly a current sub-adviser, as the case may be, investors'
expectations may be frustrated and a Fund and its shareholders could be
seriously disadvantaged under various circumstances, such as the following: (i)
where a sub-adviser has been terminated because its performance was
unsatisfactory or its retention was otherwise deemed inadvisable; (ii) where a
sub-adviser has resigned; and (iii) where there has been a change in control of
a sub-adviser resulting in the termination of the sub-advisory agreement.
In the absence of an exemption, to obtain the shareholder approval
required by the 1940 Act for a sub-advisory agreement, a Fund must convene a
shareholder's meeting, which invariably involves considerable delay and expense.
Where the Adviser has recommended replacement of a sub-adviser, and the Trustees
of the Trust have determined that such replacement is necessary, the Fund could
receive less than satisfactory sub-advisory services prior to the time that an
agreement with a new sub-adviser is approved by shareholders. Also, in that
situation or where there has been an unexpected resignation or change in control
of a sub-adviser (events that, in many cases, are beyond the control of a Fund),
the Fund may be forced to operate with a less than satisfactory sub-adviser for
some period of time. In such circumstances, without the ability to engage a new
sub-adviser promptly, the Adviser might have to assume direct responsibility on
a temporary basis for management of the assets previously managed by a
sub-adviser.
- -------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 5.
- -------------------------------------------------------------------------------
22
<PAGE>
PROPOSAL 6: APPROVAL OF A PROPOSED AMENDMENT TO THE TRUST'S DECLARATION OF
TRUST TO PROVIDE FOR DOLLAR-BASED VOTING RIGHTS
The Board of Trustees recommends that shareholders approve a proposed
amendment to Article V, Section 5.9 of the Trust's Declaration of Trust
("Declaration of Trust") to provide that voting rights be based on the value of
a shareholder's total dollar interest in a Fund rather than on the number of
shares owned. If the change is approved by shareholders of each Fund, Article V,
Section 5.9 of the Declaration of Trust will be amended to read as follows
(proposed additions are underscored and deletions are stricken):
ARTICLE V: SHARES OF BENEFICIAL INTEREST
Section 5.9 Voting Powers The Shareholders shall have power to
vote only (i) for the election of Trustees as provided in Section 2.12;
(ii) with respect to any investment advisory contract entered into
pursuant to Section 3.2; (iii) with respect to termination of the Trust
or a Series thereof as provided in Section 8.2; (iv) with respect to
any amendment of this Declaration to the extent and as provided in
Section 8.3; (v) with respect to any merger, consolidation or sale of
assets as provided in Section 8.4; (vi) with respect to incorporation
of the Trust to the extent and as provided in Section 8.5; (vii) to the
same extent as the stockholders of a Massachusetts business corporation
as to whether or not a court action, proceeding or claim should or
should not be brought or maintained derivatively or as a class action
on behalf of the Trust or a Series thereof or the Shareholders of
either; (viii) with respect to any plan adopted pursuant to Rule 12b-1
(or any successor rule) under the 1940 Act, and related matters; and
(ix) with respect to such additional matters relating to the Trust as
may be required by this Declaration, the By-Laws or any registration of
the Trust as an investment company under the 1940 Act with the
Commission (or any successor agency) or as the Trustees may consider
necessary or desirable. Each whole Share (or fractional Share)
outstanding on the record date established in accordance with the
By-Laws shall be entitled to a number of votes on any matter on which
it is entitled to vote equal to the net asset value of the Share (or
fractional Share) in United States dollars determined at the close of
business on the record date (for example, a Share having a net asset
value of $10.50 would be entitled to 10.5 votes). On any matter
submitted to Shareholders all shares shall be voted in the aggregate
and not by individual Series except (1) when required by the 1940 Act
or any rule thereunder Shares shall be voted by individual Series or
Class and (2) when the Trustees shall have determined that the matter
affects only the interests of one or more Series or Classes thereof,
then only the Shareholders of such Series or Classes thereof shall be
entitled to vote thereon. The Trustees may, in conjunction with the
establishment of any Series or any Classes of Shares, establish
conditions under which the several Series or Classes of Shares shall
have separate voting rights or no voting rights. There shall be no
cumulative voting in the election of Trustees. Until Shares are issued,
the Trustees may exercise all
23
<PAGE>
rights of Shareholders and may take any action required by law, this
Declaration or the By-Laws to be taken by Shareholders. The By-Laws
may include further provisions for Shareholders' votes and meetings
and related matters.
Discussion. The Trust is an open-end management investment company
organized as a Massachusetts business trust. Currently, the Trust has thirteen
Funds. Shareholders of each Fund vote separately on matters concerning only that
Fund and all Funds in the Trust vote together on matters that affect the Trust
as a whole, such as the election of trustees. Under the current Declaration of
Trust, each share is entitled to one vote regardless of the relative value of
the shares of each Fund in the Trust. The original intent of the one share, one
vote provision was to provide equitable voting rights as required by the 1940
Act. However, in a case where an investment company (such as the Trust) has
several Funds, voting rights may be disproportionate since the net asset values
per share of the separate Funds are different. The SEC has issued a "no-action"
letter permitting investment companies to seek shareholder approval of a
dollar-based voting system. The proposed amendment complies with the no-action
letter.
If approved, the amendment would provide a more equitable distribution
of voting rights than the current one share, one vote system. The voting power
of shareholders would be commensurate with the value of the shareholders' dollar
investment rather than with the number of shares held. Under the current voting
provisions, an investment in a Fund with a lower net asset value may have
significantly greater voting power than the same dollar amount invested in a
Fund with a higher net asset value. The table below shows a hypothetical example
of an investment with a value of $1,000 in various funds:
<TABLE>
<CAPTION>
---------------------------------------------
Number of Votes
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Fund Net Asset Value Number of Shares 1 Share/1 Vote Dollar-Based
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
A $10.00 100.000 100.000 1,000
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
B $14.65 68.260 68.260 1,000
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
C $23.85 41.929 41.929 1,000
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
D $30.00 33.334 33.334 1,000
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
In this example, the shareholder voting "Fund A" shares on a one share,
one vote basis would have three times the voting power of the "Fund D" shares.
Accordingly, a one share, one vote system may provide certain shareholders with
a disproportionate ability to affect the vote relative to shareholders of other
Funds in the Trust. If dollar-based voting had been in effect, each shareholder
in the example would have had 1,000 votes. Their voting power would be
proportionate to their economic interest, which the Board of Trustees believes
is a more equitable arrangement.
The table below shows the net asset value and number of outstanding
shares of each Fund as of the record date, October 1, 1999, and the impact of
the proposed change to dollar-based voting:
24
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------
Number of Votes
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Fund Net Asset Value Number of Shares 1 Share/1 Vote Dollar-Based
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Balanced $
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Index $
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Equity Income $
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Growth $
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Small-Cap Value $
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Small-Cap $
Opportunity
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
International $
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Emerging $
Markets
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Convertible $
Securities
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Tax-Exempt $
Bond
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Bond $
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Intermediate $
Tax-Exempt
Bond
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Intermediate $
Government
Bond
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
Although shareholders' relative voting rights would change under the
proposal with respect to voting on matters that affect the Trust, when voting on
matters that only affect their Fund, shareholders would have the same relative
voting rights as other shareholders in that Fund, since the net asset value of
all shares of a particular Fund is the same. On Trust-wide votes in the future,
shareholders who own shares with a lower net asset value than other Funds in the
Trust would be giving shareholders of other Funds more voting power than they
otherwise would have had.
- -------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 6.
- -------------------------------------------------------------------------------
PROPOSAL 7: OTHER MATTERS THAT MAY COME BEFORE THE MEETING
The Board of Trustees does not know of any other business to be brought
before the Meeting. If any other matters properly come before the Meeting, the
persons named in the proxy card will vote in accordance with their judgment.
25
<PAGE>
ADDITIONAL INFORMATION
Other Shareholder Information. As of the record date, October 1, 1999,
the officers and trustees of the Trust beneficially owned less than 1% of the
Shares of each Fund and the name, address and share ownership of each person who
owned of record 5% or more of the outstanding shares of the Trust (or any Fund)
are listed in the following table:
[ADD 5% SHAREHOLDER INFORMATION]
*To the extent that a shareholder is the beneficial owner of more than
25% of the outstanding shares of a Fund, that shareholder may be deemed
to be a "control person" of that Fund for purposes of the 1940 Act.
Officers. Officers of the Trust are elected by the Board and hold
office until they resign, are removed or are otherwise disqualifed to serve. The
following table sets forth certain information about the Trust's officers:
<TABLE>
<CAPTION>
NAME AND AGE POSITION HELD PRINCIPAL OCCUPATION(S)
AT OCTOBER 1, 1999 WITH THE TRUST DURING THE PAST 5 YEARS
- ------------------ -------------- -----------------------
<S> <C> <C>
Philip H. Rinnander President President and Chief Executive Officer (June,
55 1999-Present) and Managing Director and Chief
Financial Officer (1995-1999), Provident
Distributors, Inc.; President of NAVAID
Financial Services (1995-1999)
(broker-dealer); and Executive Vice-President
of Core States Financial Corp. (1988-1994).
Jason A. Greim Vice President Director of Mutual Fund Operations, Provident
24 Distributors, Inc. (1998-Present); and
Student, Drexel University (1993-1998).
Gary M. Gardner Secretary Senior Vice President, PFPC Inc.; and Officer
48 of certain investment companies.
Thomas J. Ryan Treasurer and Chief Vice President and Director of Accounting,
58 Financial Officer PFPC Inc.; and Officer of certain investment
companies.
David C. Lebisky Assistant Secretary Administrative Officer, PFPC Inc.; Officer of
27 certain investment companies; and Legal
Assistant,
26
<PAGE>
<CAPTION>
NAME AND AGE POSITION HELD PRINCIPAL OCCUPATION(S)
AT OCTOBER 1, 1999 WITH THE TRUST DURING THE PAST 5 YEARS
- ------------------ -------------- -----------------------
<S> <C> <C>
Drinker Biddle & Reath, LLP (1994-1996).
Linn Solano Assistant Treasurer Assistant Vice Pesident and Senior Investment
47 Accounting Manager, PFPC Inc.
</TABLE>
Proxy Solicitation. The Trust has retained Alamo Direct to solicit
proxies for the Meeting. Alamo Direct is responsible for printing proxy cards,
mailing proxy material to shareholders, soliciting brokers, custodians, nominees
and fiduciaries, tabulating the returned proxies and performing other proxy
solicitation services. The anticipated cost of such services is approximately
$36,000, and will be paid by the Trust. The Trust will also pay the printing and
postage costs of the solicitation.
In addition to solicitation through the mail, proxies may be solicited
by officers and agents of the Trust without cost to the Trust. Such solicitation
may be by telephone, facsimile or otherwise. The Trust will reimburse Alamo
Direct, brokers, custodians, nominees and fiduciaries for the reasonable
expenses incurred by them in connection with forwarding solicitation material to
the beneficial owner of shares held of record by such persons.
Reports to Shareholders and Financial Statements. The Trust's annual
report for the fiscal year ended December 31, 1998 is available at no charge by
writing to the Trust at Harris Insight Funds Trust, 400 Bellevue Parkway,
Wilmington, Delaware 19809, or by calling the Trust toll-free at 1-800-982-8782.
Shareholder Proposals. The Trust is not required to hold annual
meetings of shareholders and currently does not intend to hold such meetings
unless shareholder action is required in accordance with the 1940 Act or the
Trust's Declaration of Trust or By-Laws. A shareholder proposal to be considered
for inclusion in the proxy statement at any subsequent meeting of shareholders
must be submitted a reasonable time before the proxy statement for that meeting
is mailed. Whether a proposal submitted will be included in the proxy statement
will be determined in accordance with applicable federal and state laws.
By Order of the Board of Trustees
Gary M. Gardner
Secretary
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT BALANCED FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: o
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth FOR WITHHOLD FOR ALL
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff ALL ALL EXCEPT
o o o
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's FOR AGAINST ABSTAIN
independent public accountants. o o o
3. Approval of certain changes to the Fund's fundamental investment FOR WITHHOLD FOR ALL
restrictions: ALL ALL EXCEPT
o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans, (3H)
Limitation regarding the purchase or sale of real estate and related
investments, (3I) Limitations regarding the purchase or sale of
commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE: FOR AGAINST ABSTAIN
o o o
4. Approval of a Master Fund/Feeder Fund structure.
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT INDEX FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT EQUITY INCOME FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT GROWTH FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT SMALL-CAP VALUE FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT SMALL-CAP OPPORTUNITY FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT INTERNATIONAL FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT EMERGING MARKETS FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT CONVERTIBLE SECURITIES FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT TAX-EXEMPT BOND FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT BOND FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT INTERMEDIATE TAX-EXEMPT BOND FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
<PAGE>
PROXY CARD PROXY CARD
HARRIS INSIGHT FUNDS TRUST
HARRIS INSIGHT INTERMEDIATE GOVERNMENT BOND FUND
This proxy is solicited by the Board of Trustees of Harris Insight Funds Trust
(the "Trust") for use at a special meeting of shareholders of each of the Harris
Insight Balanced, Harris Insight Index, Harris Insight Equity Income, Harris
Insight Growth, Harris Insight Small-Cap Value, Harris Insight Small-Cap
Opportunity, Harris Insight International, Harris Insight Emerging Markets,
Harris Insight Convertible Securities, Harris Insight Tax-Exempt Bond, Harris
Insight Bond, Harris Insight Intermediate Tax-Exempt Bond and Harris Insight
Intermediate Government Bond Funds (each a "Fund" and collectively, the "Funds")
called to be held on November 29, 1999.
The undersigned hereby appoints David C. Lebisky, Thomas J. Ryan, and Raymond H.
Werkmeister, and each of them, attorneys and proxies of the undersigned, each
with the power of substitution and resubstitution, to attend, and to vote all
shares of the Funds at the above-referenced Meeting of Shareholders and any
adjournment or adjournments thereof and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the following proposals, in
accordance with the specifications indicated, if any, and with all the powers
which the undersigned would possess if personally present, hereby revoking any
prior proxy to vote at such Meeting. The undersigned hereby acknowledges receipt
of the notice of special meeting of shareholders of the Fund and the proxy
statement dated October 1, 1999.
VOTE VIA THE INTERNET: HTTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
NOTE: PLEASE SIGN EXACTLY AS NAME(S) APPEAR(S)
HEREON. CORPORATE OR PARTNERSHIP PROXIES SHOULD BE
SIGNED IN FULL CORPORATE OR PARTNERSHIP NAME BY AN
AUTHORIZED OFFICER. EACH JOINT OWNER SHOULD SIGN
PERSONALLY. WHEN SIGNING AS A FIDUCIARY, PLEASE
GIVE FULL TILTLE AS SUCH.
__________________________________________________
Signature
__________________________________________________
Signature of joint owner, if any
, 1999
__________________________________________________
Date 10009B
VOTE THIS PROXY CARD TODAY!
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This proxy will be voted as specified below with respect to the action to be
taken on each of the following proposals. In the absence of any specification,
this proxy will be voted in favor of each proposal. The Board of Trustees
recommends that you vote FOR each of the proposals set forth below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. Election of Trustees: FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth o o o
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME ABOVE.
FOR AGAINST ABSTAIN
2. Ratification of the selection of PricewaterhouseCoopers LLP as the Trust's o o o
independent public accountants.
FOR WITHHOLD FOR ALL
3. Approval of certain changes to the Fund's fundamental investment ALL ALL EXCEPT
restrictions: o o o
(3A) Limitation regarding diversification, (3B) Limitation regarding
investment in any one issuer, (3C) Limitation regarding concentration,
(3D) Limitation regarding borrowing and purchases or sales of commodities,
futures and options, (3E) Limitation regarding issuance of senior
securities, (3F) Limitation regarding the underwriting of a distribution
of the securities of other issuers, (3G) Limitation regarding loans,
(3H) Limitation regarding the purchase or sale of real estate and
related investments, (3I) Limitations regarding the purchase or
sale of commodities or commodity contracts, (3J) Limitation regarding the
purchase of securities of other investment companies, (3K) Limitations
regarding the purchase of securities on margin, (3L) Limitation regarding
investments in illiquid securites, (3M) Limitation regarding short sales of
securities, (3N) Deletion of restriction regarding investment for the
purpose of exercising control or management.
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
FOR AGAINST ABSTAIN
4. Approval of a Master Fund/Feeder Fund structure. o o o
5. Approval of a proposal to permit Harris Trust and Savings Bank, subject to
the approval of the Trust's Board of Trustees, to enter into or amend
sub-advisory agreements with sub-advisers for the Fund without obtaining
shareholder approval. o o o
6. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights. o o o
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
10009B
</TABLE>
