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
[] Definitive Additional Materials BY 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)
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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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<PAGE>
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 Fund's
independent public accountants;
3. To approve certain changes to the Fund's fundamental investment
restrictions;
4. To approve a change to the 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 new Investment Advisory Contract between the Trust and Harris
Trust and Savings Bank (the "Adviser") which is substantially identical to
the existing Investment Advisory Contract except that the new agreement
would expressly authorize the Adviser (with the approval of the Board of
Trustees of the Trust) to (i) delegate the day to day portfolio management
with respect to all or any portion of the assets of any Fund to one or more
portfolio managers (each, a "Subadviser") and (ii) permit a Subadviser to
enter into sub-portfolio management contracts on behalf of any Fund managed
by the Subadviser.
6. To approve a new Portfolio Management Contract between the Adviser and
Harris Investment Management, Inc. ("HIM") which is substantially identical
to the existing Portfolio Management Contract except that the new agreement
would expressly authorize HIM (with the approval of the Board of Trustees
of the Trust) to enter into sub-portfolio management contracts on behalf of
any Fund managed by HIM.
<PAGE>
7. 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 Fund without obtaining
shareholder approval;
8. To approve a proposed amendment to the Trust's Declaration of Trust to
provide for dollar-based voting rights for shareholders; and
9. To transact such other business as may properly come before the Meeting.
By order of the Board of Trustees
Gary M. Gardner
Secretary
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.
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>
All Funds............................................... 1. Election of a Board of Trustees.
Each Fund............................................... 2. Ratification of the selection of the Fund's
independent public accountants.
Each Fund except as otherwise noted..................... 3. Approval of certain changes to the Fund's
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<PAGE>
fundamental investment restrictions.
Each Fund............................................... 4. Approval of a change to the Fund's fundamental
investment restrictions to permit a master
fund/feeder fund structure.
Each Fund............................................... 5. Approval of Investment Advisory Contract.
Each Fund............................................... 6. Approval of Portfolio Management Contract.
Each Fund............................................... 7. 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.
All Funds............................................... 8. 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, 5, 6 and 7 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 8 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 133,226,128
shares of beneficial interest of the Trust outstanding, comprised of the
following Shares:
Balanced Fund - 3,412,302
Index Fund - 16,230,224
Equity Income Fund - 3,805,950
Growth Fund - 6,282,751
Small-Cap Value Fund - 4,325,358
Small-Cap Opportunity Fund - 17,671,034
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International Fund - 16,729,068
Emerging Markets Fund - 3,811,475
Convertible Securities Fund - 1,818,440
Tax-Exempt Bond Fund - 15,257,832
Bond Fund - 18,280,377
Intermediate Tax-Exempt Bond Fund - 19,194,006
Intermediate Government Bond Fund - 6,407,311
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
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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.
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>
NAME AND AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
AT SEPTEMBER 1, 1999 TRUSTEE SINCE AND DIRECTORSHIPS
- -------------------- ------------ -----------------
<S> <C> <C>
Edgar R. Fiedler 1995 Senior Fellow and Economic Counselor, The Conference Board;
70 and Director or Trustee, The Stanley Works (tool
manufacturer), AARP-Income Trust, Scudder Institutional
Funds, Scudder Pathway Series, Farmer's Investment Trust,
Brazil Fund and PEG Capital Management (investment
companies).
C. Gary Gerst 1995 Chairman Emeritus (1993-Present) and formerly Co-Chairman,
60 Jones Lang LaSalle, formerly LaSalle Partners Ltd. (real
estate investment manager and consulting firm); and
Director, Nonlinear Dynamics, Inc. (applications software
producer) and Florida Office Property Company, Inc. (real
estate investment fund).
Valerie B. Jarrett ____ Executive Vice President, The Habitat Company (residential
43 property developer), and Chairman and Chief Executive
Officer, Chicago Transit Authority; Director, USG
Corporation (building materials manufacturer); and
Commissioner, City of
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<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
AT SEPTEMBER 1, 1999 TRUSTEE SINCE AND DIRECTORSHIPS
- -------------------- ------------ -----------------
<S> <C> <C>
Chicago, Department of Planning and Development (1992-1995).
John W. McCarter, Jr. 1995 President and Chief Executive Officer, The Field Museum of
61 Natural History (1996-Present); Senior Vice President and
Director, Booz-Allen & Hamilton, Inc.(consulting firm)
(1987-1997); and Director of W. W. Grainger, Inc.
(industrial distributor), A. M. Castle, Inc. (metals
distributor), Pittway Corporation (alarm manufacturer and
distributor), and LaSalle Partners U.S. Real Estate Fund
(investment company).
Ernest M. Roth 1995 Consultant (1992-Present); Former Senior Vice President and
72 Chief Financial Officer, Commonwealth Edison Company
(electric utility); Director, LaRabida Children's Hospital;
and Chairman, LaRabida Children's Foundation.
Paula Wolff 1998 President, Governors State University; Trustee, University
54 of Chicago; Chair, University of Chicago Hospitals; and
Director, Ariel Capital Management, Inc. (investment
manager).
</TABLE>
The following table shows certain information regarding the beneficial
ownership of shares of each Fund of Harris Insight Funds Trust and each Fund of
HT Insight Funds, Inc. as of September 1, 1999 by the nominees, the trustees,
and all trustees and officers of each Fund as a group. The information in the
table is based on information obtained from the nominees, trustees and officers,
as determined in accordance with Rule 13d-3 under the Securities Exchange Act of
1934. Accordingly, all of the shares over which such person, directly or
indirectly, had or shared voting or investment power have been deemed
beneficially owned.
<TABLE>
<CAPTION>
NAME FUND NUMBER OF SHARES
----- ---- ----------------
<S> <C> <C>
Edgar R. Fiedler Short/Intermediate Bond Fund (1) 854
C. Gary Gerst None
Valerie B Jarrett None
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<PAGE>
NAME FUND NUMBER OF SHARES
----- ---- ----------------
John W. McCarter, Jr. Equity Fund (1) 1,423
Equity Income Fund 1,351
International Fund 1,532
Convertible Securities Fund 849
Ernest M. Roth Tax-Exempt Money Market Fund (1) 120,000
Government Money Market Fund (1) 36,210
Paula Wolff None
All trustees and officers as a Equity Fund (1) 1,423
group (2) Short/Intermediate Bond Fund (1) 854
Tax-Exempt Money Market Fund (1) 120,000
Government Money Market Fund (1) 36,210
Equity Income Fund 1,351
International Fund 1,532
Convertible Securities Fund 849
(1) A series of the HT Insight Funds, Inc.
(2) The trustees and officers as a group did not own beneficially more than 1%
of the shares of any Fund.
</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
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:
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<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 1,889 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 (which has 13 Funds) and the Company
(which has five Funds). Trustees fees are borne by the respective Funds
in proportion to their respective net assets.
(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
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
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<PAGE>
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 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.
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<PAGE>
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.
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
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<PAGE>
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.
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).
12
<PAGE>
[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.
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.
13
<PAGE>
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.]
[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:
____________________
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>
[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.
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
15
<PAGE>
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.
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.
16
<PAGE>
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);
[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
17
<PAGE>
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 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."
18
<PAGE>
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 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.
19
<PAGE>
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 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
20
<PAGE>
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.
- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 4.
- --------------------------------------------------------------------------------
PROPOSAL 5: TO APPROVE A NEW INVESTMENT ADVISORY CONTACT BETWEEN THE
TRUST AND THE ADVISER WHICH IS SUBSTANTIALLY IDENTICAL TO
THE EXISTING INVESTMENT ADVISORY CONTRACT EXCEPT THAT THE
NEW AGREEMENT WOULD EXPRESSLY AUTHORIZE THE ADVISER (WITH
THE APPROVAL OF THE BOARD OF TRUSTEES OF THE TRUST) TO (I)
DELEGATE DAY TO DAY PORTFOLIO MANAGEMENT WITH RESPECT TO
ALL OR ANY PORTION OF THE ASSETS OF ANY FUND TO ONE OR MORE
SUBADVISERS AND (II) PERMIT A SUBADVISER TO ENTER INTO
SUB-PORTFOLIO MANAGEMENT CONTRACTS ON BEHALF OF ANY FUND
MANAGED BY THE SUBADVISER.
Terms of the Present Investment Advisory Contract
The Adviser serves as the investment adviser to the Trust pursuant to
an Investment Advisory Contract dated February 23, 1996. The present Investment
Advisory Contract was last submitted to a vote of the shareholders on
[____________]. Under the present Investment Advisory Contract, the Adviser
furnishes investment advisory services to each Fund. The Adviser is authorized
to delegate the day to day portfolio management of any Fund to a Subadviser. A
Subadviser acts in a capacity similar to that of the portfolio manager in a
more traditional mutual fund advisory structure that does not involve a
Subadviser. Specifically, a Subadviser, like a portfolio manager in a more
traditional structure, manages a Fund's assets under the oversight and
supervision of the Adviser. The Adviser exercises oversight and supervision of
the applicable Fund's investment affairs as conducted by a Subadviser.
Under the current Investment Advisory Contract, the fees payable to the
Adviser are as follows:
21
<PAGE>
<TABLE>
<CAPTION>
ANNUAL RATE OF ADVISORY FEE AGGREGATE ADVISORY FEES
FUND (SERIES) (AS A PERCENTAGE OF NET ASSETS) FOR 1998
------------- ------------------------------- --------
<S> <C> <C>
Equity Income Fund 0.70 % $ 360,398
Growth Fund 0.90 1,191,917
Index Fund 0.25 818,579
Small-Cap Opportunity Fund 1.00 2,858,643
Small-Cap Value Fund 0.80 887,045
International Fund 1.05 1,932,241
Emerging Markets Fund 1.25 238,897
Balanced Fund 0.60 382,132
Convertible Securities Fund 0.70 364,871
Bond Fund 0.65 1,107,053
Intermediate Government Bond Fund 0.65 682,626
Tax-Exempt Bond Fund 0.60 1,058,237
Intermediate Tax-Exempt Bond Fund 0.60 1,193,836
</TABLE>
DIFFERENCES BETWEEN PROPOSED AND PRESENT INVESTMENT ADVISORY CONTRACTS
The terms of the proposed Investment Advisory Contract and the present
Investment Advisory Contract are essentially identical except for two changes.
First, the proposed Investment Advisory Contract authorizes the Adviser (with
the approval of the Board of Trustees of the Trust) to enter into Subadvisory
Contracts with one or more Subadvisers to act as a portfolio manager with
respect to all or a portion of the assets of any Fund. Second, the proposed
Investment Advisory Contract authorizes the Adviser to authorize a Subadviser
(with the approval of the Board of Trustees of the Trust), to enter a
sub-portfolio management contract with one or more Sub-subadvisers on behalf of
any Fund managed by the Subadviser. The Adviser would continue to be responsible
for the supervision and oversight of a Subadviser's performance under a
Subadvisory Contract and a Sub-subadviser's performance under a sub-portfolio
management contract.
In considering the proposed Investment Advisory Contract, the trustees
recognized that allowing a Subadviser the flexibility to delegate its portfolio
management responsibilities with respect to certain Funds to a Sub-subadviser
may be advantageous to those Funds. Under an Adviser/Subadviser management
structure, a Subadviser, acts as the portfolio manager of each Fund. However, in
certain instances, a Subadviser may not be best suited to manage the day to day
portfolio investment of a particular Fund. The proposed change would allow a
Subadviser (with approval of the Board of Trustees of the Trust) to delegate
certain portfolio management responsibilities regarding a particular Fund to a
Sub-subadviser if it deems that such delegation is in the best interest of that
Fund.
ADDITIONAL INFORMATION ON THE PROPOSED AND PRESENT INVESTMENT ADVISORY CONTRACTS
The proposed Investment Advisory Contract will remain in force with
respect to each Fund until May 1, 2001, and from year to year thereafter,
subject to annual approval by (i) the Board of Trustees of the Trust or (ii) a
vote of a majority (as defined in the 1940 Act) of the
22
<PAGE>
outstanding shares of the Trust; provided that in either event continuance is
also approved by a majority of the Independent Trustees, by a vote cast in
person at a meeting called for the purpose of voting such approval. Each
Investment Advisory Contract may be terminated as to any Fund at any time, on 60
days' written notice, without the payment of any penalty, by the Board of
Trustees, by a vote of a majority of the outstanding shares of the applicable
Fund, or by the Adviser, and would automatically terminate in the event of its
assignment, as defined by the 1940 Act and the rules thereunder.
A form of the proposed Investment Advisory Contract is attached as
Appendix A and this summary of its terms is qualified in its entirety by
reference to Appendix A.
Information Concerning the Adviser. The Adviser, an Illinois-state
chartered bank and a member of the Federal Reserve System, is the successor to
the investment banking firm of N.W. Harris & Co., which was organized in 1882
and incorporated in 1907. As of June 30, 1999, the Adviser had total
discretionary assets under management of approximately $29.9 billion and was the
largest of 28 banks owned by Harris Bankcorp, Inc., 111 West Monroe Street,
Chicago, Illinois 60603. Harris Bankcorp, Inc. is a wholly-owned subsidiary of
Bankmont Financial Corp. 111 West Monroe Street, Chicago, Illinois 60603, which
is a wholly-owned subsidiary of Bank of Montreal First Canadaian Place, 100 King
Street West, Toronto, Ontario, M5X1A1 Canada, a publicly-traded Canadian banking
institution. The directors and principal executive officers of the Adviser are:
<TABLE>
<CAPTION>
DIRECTORS EXECUTIVE OFFICERS
- --------- -------------------
<S> <C>
Pastora San Juan Cafferty, Professor, University of Chicago Alan G. McNally, Chairman of the Board and CEO
F. Anthony Comper, President and CEO, Bank of Montreal Edward W. Lyman, Jr., Vice Chair of the Board
Susan T. Congalton, Managing Director, Lupine Partners Jeffrey D. Butterfield, Executive Vice President
Wilbur H. Gantz, Chairman of the Board and CEO, Dennis L. Dean, Executive Vice President
PathoGenesis Corporation Emilia G. DiMenco, Executive Vice President
James J. Glasser, Chairman Emeritus, GATX Corporation Louis F. Lanwermeyer, Executive Vice President
Leo M. Henikoff, President and CEO, Rush-Presbyterian-St. Luke's Michael W. Lewis, Executive Vice President
Medical Center Erin E. McInerney, Executive Vice President
Richard M. Jaffee, Chairman, Oil-Dri Corporation of America Peter B. McNitt, Executive Vice President
Edward W. Lyman, Jr., Vice Chair of the Board, Harris Bank Charles Piermarini, Executive Vice President
Alan G. McNally, Chairman of the Board and CEO, Harris Bank Steven R. Rothbloom, Executive Vice President
Charles H. Shaw, Chairman, The Shaw Company Randall W. Teteak, Executive Vice President
Richard E. Terry, Chairman and CEO, Peoples Energy Corporation William E. Thonn, Executive Vice President
James O. Webb, President, James O. Webb & Associates, Inc. Charles R. Tonge, Executive Vice President
Philip A. Washburn, Executive Vice President
and Chief Credit Officer
William W. Whipple, Executive Vice President
Edward J. Williams, Executive Vice President
Michael E. Godwin, Senior Vice President
Pierre O. Greffe, Senior Vice President and CFO
Michael B. Lowe, Senior Vice President
Paul V. Reagan, Senior Vice President and
U.S. General Counsel
Michael D. Williams, Senior Vice President
Sohrab Zargharn, Senior Vice President and Auditor
Yasmin T. Bates, Regional President
</TABLE>
23
<PAGE>
The address of each director and principal executive officer is 111
West Monroe Street, Chicago, Illinois 60603.
- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 5.
- --------------------------------------------------------------------------------
PROPOSAL 6: TO APPROVE A NEW PORTFOLIO MANAGEMENT CONTRACT BETWEEN
THE ADVISER AND HIM WHICH IS SUBSTANTIALLY IDENTICAL TO THE
EXISTING PORTFOLIO MANAGEMENT CONTRACT EXCEPT THAT THE NEW
AGREEMENT WOULD EXPRESSLY AUTHORIZE HIM (WITH THE APPROVAL OF
THE BOARD OF TRUSTEES OF THE TRUST) TO ENTER INTO A
SUB-PORTFOLIO MANAGEMENT CONTRACT ON BEHALF OF ANY FUND
MANAGED BY HIM.
Terms of the Present Portfolio Management Contract
HIM serves as the portfolio management agent for the Trust pursuant to
the Portfolio Management Contract dated February 23, 1996. The present Portfolio
Management Contract was last submitted to a vote of the shareholders on
[____________]. Under the present Portfolio Management Contract, HIM is
responsible for all purchase and sales transactions and for providing all daily
management services to each Fund. The Adviser pays the portfolio management fees
of HIM.
DIFFERENCES BETWEEN PROPOSED AND PRESENT PORTFOLIO MANAGEMENT CONTRACTS
The terms of the proposed Portfolio Management Contract and the present
Portfolio Management Contract are essentially identical except for one change.
The proposed Portfolio Management Contract expressly authorizes HIM (with the
approval of the Board of Trustees of the Trust), to delegate to one or more
Sub-subadvisers its portfolio management responsibilities under that Contract
with respect to all or a portion of the assets of any Fund. The Adviser and HIM
would continue to be responsible for the supervision and oversight of a
Sub-subadviser's performance under a sub-portfolio management contract.
In considering the proposed Portfolio Management Contract, the trustees
recognized that allowing HIM the flexibility to delegate its portfolio
management responsibilities with respect to certain Funds may be advantageous to
those Funds. Currently, HIM, in its capacity as Sub-adviser, acts as the
portfolio manager of each Fund. However, in certain instances, HIM may not be
best suited to manage the day to day portfolio investment of a particular Fund.
The proposed change would allow HIM (with the approval of the Board of Trustees
of the Trust) to delegate certain portfolio management responsibilities
regarding a particular Fund to a Sub-subadviser if it deems that such delegation
is in the best interest of that Fund.
ADDITIONAL INFORMATION ON THE PROPOSED AND PRESENT PORTFOLIO MANAGEMENT
CONTRACTS
The proposed Portfolio Management Contract will remain in force with
respect to each Fund until May 1, 2001, and from year to year thereafter,
subject to annual approval by (i) the
24
<PAGE>
Board of Trustees of the Trust or (ii) a vote of a majority (as defined in the
1940 Act) of the outstanding shares of the Trust; provided that in either event
continuance is also approved by a majority of the Independent Trustees, by a
vote cast in person at a meeting called for the purpose of voting such approval.
Each Portfolio Management Contract may be terminated as to any Fund at any time,
on 60 days' written notice, without the payment of any penalty, by the Board of
Trustees, by a vote of a majority of the outstanding shares of the applicable
Fund, or by the Adviser and would automatically terminate in the event of its
assignment, as defined by the 1940 Act and the rules thereunder.
A form of the proposed Portfolio Management Contract is attached as
Appendix B and this summary of its terms is qualified in its entirety by
reference to Appendix B.
Information Concerning HIM. HIM is a wholly-owned subsidiary of Harris
Bankcorp, Inc. As of June 30, 1999, HIM managed approximately $14.1 billion in
assets. The directors and principal executive officers of HIM are:
DIRECTORS EXECUTIVE OFFICERS
- --------- ------------------
Peter P. Capaccio Donald G. M. Coxe, Chairman of the Board
Donald G. M. Coxe William O. Leszinske, President
William O. Leszinske Randall J. Johnson, Treasurer
Edward W. Lyman, Jr. Blanche O. Hurt, Secretary
Brian J. Steck Robert K. McKiddy, Assistant Treasurer
Wayne W. Thomas Andrea J. Torok, Assistant Secretary
William E. Thonn
Each director's principal occupation is as an employer of the Adviser
or HIM. The address of each director and principal executive officer is 190
South LaSalle Street, Chicago, Illinois 60690.
- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" PROPOSAL 6.
- --------------------------------------------------------------------------------
PROPOSAL 7: 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 SUBADVISERS 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.
25
<PAGE>
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-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.
26
<PAGE>
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 7.
- --------------------------------------------------------------------------------
PROPOSAL 8: 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
27
<PAGE>
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 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
28
<PAGE>
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:
29
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------
NUMBER OF VOTES
----------------------------------------------
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
FUND CLASS AND NET ASSET NUMBER OF SHARES 1 SHARE/1 VOTE DOLLAR-BASED
VALUE
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Balanced N $13 174,235 174,235 2,323,655
Inst $13 3,232,009 3,232,009 43,105,307
A $13 6,057 6,057 80,777
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Index N $29 701,054 701,054 20,612,890
Inst $29 15,529,170 15,529,170 456,619,258
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Equity Income N $19 282,299 282,299 5,341,720
Inst $19 3,509,733 3,509,733 66,412,698
A $19 13,917 13,917 263,329
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Growth N $26 274,111 274,111 7,204,172
Inst $26 5,989,941 5,989,941 158,179,871
A $26 18,699 18,699 491,214
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Small-Cap Value N $27 22,131 22,131 604,384
Inst $27 4,302,905 4,302,905 117,731,345
A $27 323 323 8,809
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Small-Cap N $19 261,212 261,212 4,993,388
Opportunity Inst $19 17,408,792 17,408,792 334,955,985
A $19 1,030 1,030 19,693
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
International N $15 157,370 157,370 2,295,016
Inst $15 16,571,359 16,571,359 242,537,934
A $15 339 339 4,951
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Emerging N $ 7 27,420 27,420 200,835
Markets Inst $ 7 3,783,485 3,783,485 27,841,505
A $ 7 570 570 4,173
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Convertible N $25 13,448 13,448 331,599
Securities Inst $25 1,804,992 1,804,992 44,509,979
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Tax-Exempt N $10 125,165 125,165 1,221,421
Bond Inst $10 15,132,668 15,132,668 147,662.509
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Bond N $10 372,541 372,541 3,589,444
Inst $10 17,905,804 17,905,804 172,523,205
A $10 2,032 2,032 19,582
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Intermediate N $10 274,159 274,159 2,821,228
Tax-Exempt Inst $10 18,919,847 18,919,847 194,687,932
Bond
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Intermediate N $16 318,651 318,651 5,012,797
Government Inst $16 6,076,236 6,076,236 95,589,879
Bond A $16 12,424 12,424 195,456
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</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
30
<PAGE>
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 8.
- --------------------------------------------------------------------------------
PROPOSAL 9: 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.
ADDITIONAL INFORMATION
Other Shareholder Information. The following persons were known by the
Trust to own beneficially (with sole or shared voting or investment power) more
than 5% of the outstanding shares of any Fund as of October 1, 1999:
<TABLE>
<CAPTION>
CLASS AMOUNT OF PERCENT
OF NAME AND ADDRESS OF BENEFICIAL OF FUND
FUND SHARES BENEFICIAL OWNER OWNERSHIP CLASS *
----- ------ --------------- -------- -------
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balanced Fund N David P Sanes Money Purchase Plan 26,740 15.35%
9451 N Lockwood Ave
Skokie, IL 60077
- ------------------------------------------------------------------------------------------------------------------------
Harris Trust and Savings Bank 25,811 14.81%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
William F Ottinger 13,078 7.51%
150 W Eugenie
Chicago, IL 60614
- ------------------------------------------------------------------------------------------------------------------------
Kathy Richland Photography Profit Sharing 8,817 5.06%
839 Wrightwood
Chicago, IL 60614
- ------------------------------------------------------------------------------------------------------------------------
Inst Harris Trust and Savings Bank 3,231,062 99.97%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
A James Mueller IRA 2,188 86.13%
6 W Blackberry Ct
Streamwood, IL 60107
- ------------------------------------------------------------------------------------------------------------------------
31
<PAGE>
<CAPTION>
CLASS AMOUNT OF PERCENT
OF NAME AND ADDRESS OF BENEFICIAL OF FUND
FUND SHARES BENEFICIAL OWNER OWNERSHIP CLASS *
----- ------ --------------- -------- -------
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Carmello Saverino 1,299 21.45%
855 Hermitage Drive
Addison, IL 60101
- ------------------------------------------------------------------------------------------------------------------------
Michael D Robinson & Holly J Robinson 841 13.88%
641 Redwood Drive
Aurora, IL 60506
- ------------------------------------------------------------------------------------------------------------------------
Madeline M Saverino IRA 771 12.72%
855 Hermitage Drive
Addison, IL 60101
- ------------------------------------------------------------------------------------------------------------------------
Dorothy M Attermeyer IRA 511 8.43%
740 Woodside Avenue
Hinsdale, IL 60521
- ------------------------------------------------------------------------------------------------------------------------
Joyce C Podraza IRA 303 5.00%
1919 Wildwood Circle
Glendale Heights, IL 60139
- ------------------------------------------------------------------------------------------------------------------------
Index Fund N Harris Trust and Savings Bank 86,229 12.30%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Inst Harris Trust and Savings Bank 13,302,067 85.66%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
The University of Chicago Hospitals 2,247,404 14.47%
5841 S Maryland Ave
Chicago, IL 60637
- ------------------------------------------------------------------------------------------------------------------------
Equity Income Fund N Harris Trust and Savings Bank 72,320 25.98%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Eugene A Ligenza IRA 16,810 6.04%
590 Polynesian Dr
Des Plaines, IL 60016
- ------------------------------------------------------------------------------------------------------------------------
Inst Harris Trust and Savings Bank 3,617,849 99.67%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
A Hiroshi Ito & Chiyo Ito 2,334 16.77%
1441 W Carmen Ave
Chicago, IL 60640
32
<PAGE>
<CAPTION>
CLASS AMOUNT OF PERCENT
OF NAME AND ADDRESS OF BENEFICIAL OF FUND
FUND SHARES BENEFICIAL OWNER OWNERSHIP CLASS *
----- ------ --------------- -------- -------
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Parker/Hunter Inc 1,203 8.65%
Robert A Miller IRA
35 Dolly Avenue
Jeannette, PA 15644
- ------------------------------------------------------------------------------------------------------------------------
Carmello Saverino IRA 1,183 8.50%
855 Hermitage Drive
Addison, IL 60101
- ------------------------------------------------------------------------------------------------------------------------
Dong Seok Lee & Hi Ja Lee 1,148 8.25%
520 W Diversy
Addison, IL 60101
- ------------------------------------------------------------------------------------------------------------------------
Judith A Jensen IRA 820 5.89%
1747 N Washtenaw
Chicago, IL 60647
- ------------------------------------------------------------------------------------------------------------------------
Carmello Saverino IRA 702 5.04%
855 Hermitage Dr
Addison, IL 60101
- ------------------------------------------------------------------------------------------------------------------------
Growth Fund N Harris Trust and Savings Bank 28,848 10.52%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
GSB & Co 15,026 5.48%
c/o Trust Dept
800 Waukegan Rd
Glenview, IL 60025
- ------------------------------------------------------------------------------------------------------------------------
Inst Harris Trust and Savings Bank 5,964,124 99.57%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Small Cap Value Fund N Harris Trust and Savings Bank 8,076 36.49%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Charles Schwab & Co Inc 1,681 7.60%
Benefit of Customers
101 Montgomery St
San Francisco, CA 94110
- ------------------------------------------------------------------------------------------------------------------------
Anne S Lyman Profit Sharing Plan 1,175 5.31%
1510 Tower Rd
Winnetka, IL 60093
33
<PAGE>
<CAPTION>
CLASS AMOUNT OF PERCENT
OF NAME AND ADDRESS OF BENEFICIAL OF FUND
FUND SHARES BENEFICIAL OWNER OWNERSHIP CLASS *
----- ------ --------------- -------- -------
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Inst Harris Trust and Savings Bank 4,058,531 94.32%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
A Vivian Sanchez and Esther Sanchez Jt Ten 289 89.52%
9609 Allande NE
Albuquerque, NM 87109
- ------------------------------------------------------------------------------------------------------------------------
Lynn A Goldapske and Jeffrey J Goldapske Jt 33 10.37%
Ten
N9618 Otte Ct
Appleton, WI 54915
- ------------------------------------------------------------------------------------------------------------------------
Small Cap Opportunity Fund N Bank of America NT & SA 26,138 10.01%
Laverne N Gaynor Grandchildren's Trust
PO Box 513577
Los Angeles, CA 90051
- ------------------------------------------------------------------------------------------------------------------------
Harris Trust and Savings Bank 13,787 5.28%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Inst Harris Trust and Savings Bank 16,980,174 97.54%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
A Parker/Hunter Inc 918 89.08%
James D Emery IRA
708 Jackson Avenue
West Brownsville, PA 15417
- ------------------------------------------------------------------------------------------------------------------------
International Fund N Harris Trust and Savings Bank 11,405 7.25%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
LaSalle National Bank 10,036 6.38%
Cust Barbara H Nielsen
PO Box 1443
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
LaSalle National Bank 10,036 6.38%
Cust Philip R Nielsen
PO Box 1443
Chicago, IL 60690
34
<PAGE>
<CAPTION>
CLASS AMOUNT OF PERCENT
OF NAME AND ADDRESS OF BENEFICIAL OF FUND
FUND SHARES BENEFICIAL OWNER OWNERSHIP CLASS *
----- ------ --------------- -------- -------
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Karen Toole Verbica Trust 8,158 5.18%
PO Box 7933
San Jose, CA 95150
- ------------------------------------------------------------------------------------------------------------------------
LaSalle National Bank 8,127 5.16%
FBO Arthur C Nielsen Jr
PO Box 1443
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Inst Harris Trust and Savings Bank 16,485,928 99.48%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
A Susan M Schultz IRA 299 88.06%
3855 Shoal Drive
Hanover Park, IL 60103
- ------------------------------------------------------------------------------------------------------------------------
Thomas R Byrnes IRA 40 11.70%
1512 S 61st Avenue
Cicero, IL 60804
- ------------------------------------------------------------------------------------------------------------------------
Emerging Markets Fund N Donald Gordon M Coxe 8,077 29.46%
1100 N Lakeshore
Chicago, IL 60611
- ------------------------------------------------------------------------------------------------------------------------
David B Beatty IRA 5,284 19.27%
201 Golf Terrace
Wilmette, IL 60091
- ------------------------------------------------------------------------------------------------------------------------
W O Leszinske and C O Leszinske 2,277 8.30%
180 E Pearson
Chicago, IL 60611
- ------------------------------------------------------------------------------------------------------------------------
Ernest J Minarich IRA 1,572 5.73%
601 Shorewood Drive
Shorwood, IL 60431
- ------------------------------------------------------------------------------------------------------------------------
Inst Harris Trust and Savings Bank 3,670,932 97.03%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
A Susan M Schultz IRA 569 99.77%
3855 Shoal Drive
Hanover Park, IL 60103
- ------------------------------------------------------------------------------------------------------------------------
Convertible Securities Fund N Ronald J Sengstock 1,872 13.92%
3901 E Pinnacle Peak Rd
Phoenix, AZ 85050
- ------------------------------------------------------------------------------------------------------------------------
Marna Hanberg IRA 1,835 13.65%
609 Charlemagne
Roselle, IL 60172
35
<PAGE>
<CAPTION>
CLASS AMOUNT OF PERCENT
OF NAME AND ADDRESS OF BENEFICIAL OF FUND
FUND SHARES BENEFICIAL OWNER OWNERSHIP CLASS *
----- ------ --------------- -------- -------
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Barbara E Glore 1,109 8.24%
1555 N Astor
Chicago, IL 60610
- ------------------------------------------------------------------------------------------------------------------------
Bank of America Securities LLC 1,009 7.51%
600 Montgomery Street
San Francisco, CA 94111
- ------------------------------------------------------------------------------------------------------------------------
George O Podd IRA 977 7.26%
500 Crown Colony Ct
Des Moines, IA 50315
- ------------------------------------------------------------------------------------------------------------------------
John W McCarter Jr Trust 857 6.37%
575 Thornwood Lane
Northfield, IL 60093
- ------------------------------------------------------------------------------------------------------------------------
Fred P Stewart & Vivian M Stewart 774 5.75%
PO Box 842
Bisbee, AZ 85603
- ------------------------------------------------------------------------------------------------------------------------
Sharon A Schmidtke & Daniel L Schmidtke 758 5.64%
22479 N 77th Place
Scottsdale, AZ 85255
- ------------------------------------------------------------------------------------------------------------------------
Inst Harris Trust and Savings Bank 1,609,426 89.17%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Pipe Fitters Retirement Fund Local 597 185,880 10.30%
3800 Citibank Center
Tampa, FL 33610
- ------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Bond Fund N Ann W Seigel 13,449 10.74%
27 Brainard Rd
West Hartford, CT 06117
- ------------------------------------------------------------------------------------------------------------------------
N William Weinstein 13,209 10.55%
6515 Sunset Lane
Indianapolis, IN 46260
- ------------------------------------------------------------------------------------------------------------------------
Harris Trust and Savings Bank 10,750 8.59%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Morton H Haffey Trust 10,629 8.49%
771 Watson Rd
Maple Park, IL 60151
- ------------------------------------------------------------------------------------------------------------------------
Mark J Vandlik & Kathleen Vandlik 6,629 5.30%
144 South Sleight
Naperville, IL 60540
36
<PAGE>
<CAPTION>
CLASS AMOUNT OF PERCENT
OF NAME AND ADDRESS OF BENEFICIAL OF FUND
FUND SHARES BENEFICIAL OWNER OWNERSHIP CLASS *
----- ------ --------------- -------- -------
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Inst Harris Trust and Savings Bank 14,901,549 98.47%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Bond Fund N Harris Trust & Savings Bank 147,022 39.46%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Carlos Garin and Louise Garin Jt Ten 33,274 8.93%
Bosque De Jacarandas No 193
Bosque De Las Lomas
1170 Mexico DF
- ------------------------------------------------------------------------------------------------------------------------
James K Pedersen IRA 18,749 5.03%
61 West Bailey Road
Naperville, IL 60565
- ------------------------------------------------------------------------------------------------------------------------
Inst Harris Trust and Savings Bank 16,479,576 92.03%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
A Carol J Turner IRA 1,735 85.37%
125 E San Miguel
Phoenix, AZ 85012
- ------------------------------------------------------------------------------------------------------------------------
Dolores R Hathaway IRA 198 9.72%
108 N Reuter Ave
Arlington Heights, IL 60004
- ------------------------------------------------------------------------------------------------------------------------
Intermediate Tax-Exempt N Alpine Associates LP 196,088 71.52%
Bond Fund 100 Union Avenue
Cresskill, NJ 07626
- ------------------------------------------------------------------------------------------------------------------------
Harris Trust and Savings Bank 20,996 7.66%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Inst Harris Trust and Savings Bank 18,704,143 98.86%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Intermediate Government N Harris Trust and Savings Bank 175,393 55.04%
Bond Fund Trust Customers
PO Box 755
Chicago, IL 60690
37
<PAGE>
<CAPTION>
CLASS AMOUNT OF PERCENT
OF NAME AND ADDRESS OF BENEFICIAL OF FUND
FUND SHARES BENEFICIAL OWNER OWNERSHIP CLASS *
----- ------ --------------- -------- -------
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Inst Harris Trust and Savings Bank 4,907,568 80.77%
Trust Customers
PO Box 755
Chicago, IL 60690
- ------------------------------------------------------------------------------------------------------------------------
Lebcitco & Co 525,123 8.64%
PO Box 59
Lebanon, OH 45036
- ------------------------------------------------------------------------------------------------------------------------
Hospital for Joint Diseases 369,206 6.08%
Orthopedic Institute Salaried Employee
Participants
301 E 17th St
New York, NY 10006
- ------------------------------------------------------------------------------------------------------------------------
A Marie C Learman Declaration of Trust 11,862 95.47%
752 Roger Road
Woodstock, IL 60098
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
*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 COMPANY 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. (mutual fund distributor);
President of NAVAID Financial Services
(1995-1999) (broker-dealer); and Executive
Vice-President of Core States Financial Corp.
(banking) prior thereto.
Jason A. Greim Vice President Vice President (June 1999-Present) and Director
24 of Mutual Fund Operations (1998-1999),
Provident Distributors, Inc; and Student,
Drexel University prior thereto.
Gary M. Gardner Secretary Senior Vice President, PFPC Inc.
38
<PAGE>
<CAPTION>
NAME AND AGE POSITION HELD PRINCIPAL OCCUPATION(S)
AT OCTOBER 1, 1999 WITH THE COMPANY DURING THE PAST 5 YEARS
------------------ ---------------- -----------------------
<S> <C> <C>
48 (mutual fund administrator); and Officer of certain
investment companies.
Thomas J. Ryan Treasurer and Chief Vice President and Director of Accounting, PFPC
58 Financial Officer 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, Drinker Biddle & Reath, LLP
(law firm) prior thereto.
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
39
<PAGE>
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
40
<PAGE>
APPENDIX A
INVESTMENT ADVISORY CONTRACT
Harris Insight Funds Trust (the "Trust"), a Massachusetts business
trust registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end diversified management investment company, and Harris
Trust and Savings Bank, an Illinois bank (the "Adviser"), agree as follows:
1. APPOINTMENT OF ADVISER. The Trust appoints the Adviser to furnish
investment advisory and other services to the Trust for each of its series
listed on Exhibit A hereto (the "Funds"), and the Adviser accepts that
appointment, for the period and on the terms set forth below. In the event that
the Trust establishes one or more portfolios other than the Funds named above
with respect to which it desires to retain the Adviser to act as investment
adviser hereunder, it shall notify the Adviser in writing. If the Adviser is
willing to render such services under this Agreement, it shall so notify the
Trust in writing, whereupon Exhibit A shall be amended to include such portfolio
as a Fund hereunder, and such portfolio shall be subject to the provisions of
this Agreement to the same extent as the Funds named above except to the extent
that said provisions (including those relating to the compensation payable by
the Fund to the Adviser) are modified with respect to such Fund in writing by
the Trust and the Adviser at the time.
2. SERVICES OF ADVISER.
(a) INVESTMENT MANAGEMENT. Subject to the overall supervision and
control of the Board of Trustees of the Trust (the "Board of Trustees"), the
Adviser shall have supervisory responsibility for the general management and
investment of the Funds' assets, giving due consideration to the investment
policies and restrictions, portfolio transaction policies and the other
statements concerning the respective Funds in the Trust's Declaration of Trust,
Bylaws and registration statements under the 1940 Act and the Securities Act of
1933, as amended (the "1933 Act"), to the provisions of the 1933 Act and the
1940 Act and rules and regulations thereunder, to the provisions of the Internal
Revenue Code applicable to the Funds as regulated investment companies and to
other applicable law (the "Investment Policies and Restrictions"). It is
understood that the Adviser may enter into portfolio management contracts (each,
a "Subadvisory Contract") on behalf of any or all Funds with one or more
portfolio managers (each, a "Subadviser"). Any Subadviser, with the approval of
the Adviser and of the Board of Trustees, may enter into sub-portfolio
management contracts (each, a "Sub-subadvisory Contract") on behalf of any or
all Funds with one or more other portfolio managers (each, a "Sub-subadviser").
Each Subadviser or Sub-subadviser or any successor to any of them shall have the
responsibilities and duties set forth in Section 3 below and in its respective
Subadvisory Contract or Sub-subadvisory Contract. As long as a Subadvisory
Contract is in effect with respect to all or a portion of the assets of any
Fund, the services provided by the Adviser with respect to those assets will be
limited to the supervision and oversight of the performance of any Subadviser or
Sub-subadviser under the Subadvisory Contract and any related Sub-subadvisory
Contract.
A-1
<PAGE>
(b) MONITORING SUBADVISER. The Adviser shall monitor and evaluate the
investment performance of the Subadviser and of any Sub-subadviser, and shall
monitor the investment activities of the Subadviser and of any Sub-subadviser to
ensure compliance with the Investment Policies and Restrictions.
(c) REPORTS AND INFORMATION. The Adviser shall furnish to the Board of
Trustees periodic reports on the investment strategy and performance of the
Funds and such additional reports and information as the Board of Trustees or
the officers of the Trust may reasonably request.
(d) CUSTOMERS OF FINANCIAL INSTITUTIONS. It is understood that the
Adviser may, but shall not be obligated to, provide, either directly or through
agents, administrative and other services with respect to shareholders who are
customers of the Adviser or its affiliates, including establishing shareholder
accounts, assisting the Trust's transfer agent with respect to recording
purchase and redemption transactions, advising shareholders about the status of
their accounts, current yield and dividends declared and such related services
as the shareholders or the Funds may request. It is further understood that the
Adviser may, but shall not be obligated to, make payments from its own resources
to other financial institutions that provide similar services to shareholders of
the Funds that are customers of such institutions. Notwithstanding the
foregoing, the Adviser shall not provide any distribution services to the Trust
that the Adviser is legally precluded from providing under the Glass-Steagall
Act or other applicable law.
(e) UNDERTAKINGS OF ADVISER. The Adviser further agrees that it will:
(i) Comply with the 1940 Act and with all applicable rules and
regulations of the Securities and Exchange Commission, the provisions of the
Internal Revenue Code relating to regulated investment companies, applicable
banking laws and regulations, and policy decisions and procedures adopted by the
Board of Trustees from time to time;
(ii) Select broker-dealers in accordance with guidelines established by
the Board of Trustees from time to time and in accordance with applicable law
(consistent with this obligation, when the execution and price offered by two or
more brokers or dealers are comparable, the Adviser may, in its discretion,
purchase and sell portfolio securities to and from brokers and dealers who
provide the Adviser with research advice and other services);
(iii) Maintain books and records with respect to the securities
transactions of the Funds; and
(iv) Treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust or to prior, present or
potential shareholders, and will not use such records or information for any
purpose other than in the performance of its responsibilities and duties
hereunder, except (A) after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld, (B) when so requested
by the Trust, (C) as required by tax authorities or (D) pursuant to a judicial
request, requirement or order, provided that the Adviser takes reasonable steps
to provide the Trust with prior notice in order to allow the Trust to contest
such request, requirement or order.
A-2
<PAGE>
(f) BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Adviser agrees that all records that it maintains
for the Trust are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records upon the Trust's request. The Adviser
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
(g) INDEPENDENT CONTRACTOR. The Adviser shall for all purposes herein
be deemed to be an independent contractor and not an agent of the Trust and
shall, unless otherwise expressly provided or authorized, have no authority to
act for or represent the Trust in any way.
3. SERVICES OF SUBADVISERS AND SUB-SUBADVISERS. Subject to the overall
supervision and control of the Board of Trustees and the Adviser, any Subadviser
or Sub-subadviser shall manage the investment and reinvestment of the assets of
any Fund for which it has responsibility in accordance with the terms of a
Subadvisory Contract or Sub-subadvisory Contract, giving due consideration to
the Investment Policies and Restrictions applicable to the Fund. The Adviser
shall not be responsible or liable for the investment merits of any decision by
a Subadviser or Sub-subadviser to purchase, hold or sell a security for the
portfolio of a Fund.
4. EXPENSES BORNE BY TRUST. Except as otherwise provided in this
Agreement or any other contract to which the Trust is a party, the Trust shall
pay all expenses incidental to its organization, operations and business
including, without limitation: all charges of depositories, custodians,
sub-custodians and other agencies for the safekeeping and servicing of its cash,
securities and other property, and of its transfer, shareholder recordkeeping,
dividend disbursing and redemption agents, if any; all charges for equipment or
services used for obtaining price quotations; all charges for accounting
services provided to the Trust by the custodian, the Adviser or any other
provider of accounting services; all expenses of portfolio pricing, net asset
value computation and reporting portfolio information to the Adviser or
Subadviser; all charges for services of administration; all charges of
independent auditors and legal counsel; all compensation of the Trustees other
than those affiliated with any entity providing advisory or administrative
services to the Trust, and all expenses incurred in connection with their
services to the Trust; all expenses of preparing, printing and distributing
notices, proxy solicitation material and reports to shareholders of the Funds;
all expenses of meetings of shareholders; all expenses of preparation and
printing of annual or more frequent revisions of the Funds' prospectus(es) and
of supplying each then existing shareholder or beneficial owner of shares of the
Funds with a copy of such revised prospectus(es); all expenses related to
preparing and transmitting certificates representing shares of the Funds, if
any; all expenses of bond and insurance coverage required by law or deemed
advisable by the Board of Trustees; all costs of borrowing money; all taxes and
corporate fees payable to Federal, state or other governmental agencies,
domestic or foreign; all stamp or other transfer taxes; all expenses of
registering and maintaining the registration of the Trust under the 1940 Act and
of shares of the Funds under the 1933 Act, of qualifying and maintaining
qualification of the Trust and of shares of the Funds for sale under securities
laws of various states or other jurisdictions and of registration and
qualification of the Trust under all other laws applicable to the Trust or its
business activities; all payments pursuant to a plan adopted on behalf of the
Funds pursuant to Rule 12b-1 under the 1940 Act; all fees, dues and other
expenses incurred by the Trust in connection with membership of the Trust in any
A-3
<PAGE>
trade association or other investment company organization; and extraordinary
expenses. In addition the Funds shall pay all broker's commissions and other
charges relating to the purchase and sale of portfolio securities or other
assets of the Funds.
5. ALLOCATION OF EXPENSES BORNE BY TRUST. Any expenses borne by the
Trust that are attributable solely to the organization, operation or business of
the Funds shall be paid solely out of assets of the Funds. Any expense borne by
the Trust that is not solely attributable to the Funds, nor solely to any other
portfolio of the Trust, shall be apportioned in such manner as the Trust or an
administrator for the Trust determines is fair and appropriate, or as otherwise
specified by the Board of Trustees.
6. EXPENSES BORNE BY ADVISER. The Adviser at its own expense shall
furnish personnel, office space and office facilities and equipment required to
render its services pursuant to this Agreement and shall be responsible for
payment of the fees of the Subadviser pursuant to the Subadvisory Contract (but
the Adviser shall not be responsible for any expenses such Subadviser may incur
in connection with their performance of services for the Trust).
7. COMPENSATION OF ADVISER. For the services to be rendered and the
expenses to be assumed and to be paid by the Adviser under this Agreement, the
Trust shall pay to the Adviser a fee, computed and accrued daily and payable on
the first business day of each month, at the annual rates set forth on Exhibit A
hereto for each Fund considered separately on a portfolio-by-portfolio basis.
8. NON-EXCLUSIVITY. The services of the Adviser to the Trust under this
Agreement are not to be deemed exclusive and the Adviser shall be free to render
similar services to others so long as its services under this Agreement are not
impaired by such other activities.
9. STANDARD OF CARE. Neither the Adviser, nor any Subadviser, nor any
of their respective directors, officers, agents or employees shall be liable or
responsible to the Trust or its shareholders for any error of judgment, or any
loss arising out of any investment, or for any other act or omission in the
performance by the Adviser or a Subadviser of its duties under this Agreement or
a Subadvisory Contract, respectively, except for liability resulting from
willful misfeasance, bad faith or gross negligence on the part of the Adviser or
Subadviser, respectively, or from reckless disregard by the Adviser or the
Subadviser of its obligations and duties under this Agreement or the Subadvisory
Contract, respectively.
10. AMENDMENT. This Agreement may not be amended with respect to a
particular Fund without the affirmative votes (a) of a majority of the Directors
of the Trustees, including a majority of those Trustees who are not "interested
persons" of the Trust or the Adviser and (b) of a "majority of the outstanding
shares" of such Fund. The terms "interested person" and "vote of a majority of
the outstanding shares" shall be construed in accordance with their respective
definitions in Sections 2(a)(19) and 2(a)(42) of the 1940 Act and, with respect
to the latter term, in accordance with Rule 18f-2 under the 1940 Act.
11. TERMINATION. This Agreement may be terminated as to any Fund, at
any time, without payment of any penalty, by the Board of Trustees, or by a vote
of a majority of the
A-4
<PAGE>
outstanding shares of the Fund, upon at least 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time upon at
least 60 days' written notice to the Trust. This Agreement shall terminate
automatically in the event of its "assignment" (as defined in Section 2(a)(4) of
the 1940 Act). Unless terminated as hereinbefore provided, this Agreement shall
continue in effect with respect to a particular Fund for a period of two years
from the date hereof and thereafter from year to year only so long as such
continuance is specifically approved at least annually (a) by a majority of
those Trustees who are not interested persons of the Trust or of the Adviser,
voting in person at a meeting called for the purpose of voting on such approval,
and (b) by either the Board of Trustees or by a vote of a majority of the
outstanding shares of such Fund.
12. NON-LIABILITY OF TRUSTEES AND SHAREHOLDERS. The names "Harris
Insight Funds Trust" and "Trustees of Harris Insight Funds Trust" refer
respectively to the Trust created and the Trustees as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated December 6, 1995 which is hereby referred to and a copy of which is
on file at the office of the Secretary of State of the Commonwealth of
Massachusetts and at the principal office of the Trust. The obligations of
"Harris Insight Funds Trust" entered into in the name or on behalf thereof by
any of the Trustees, officers, representatives or agents are not made
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders, officers, representatives or agents of the Trust
personally, but bind only the Trust Property, and all persons dealing with any
class of shares of the Trust must look solely to the Trust Property belonging to
such class for the enforcement of any claims against the Trust.
13. NOTICE. Any notice, demand, change of address or other
communication to be given in connection with this Agreement shall be given in
writing and shall be given by personal delivery, by registered or certified mail
or by transmittal by facsimile or other electronic medium addressed to the
recipient as follows:
To the Adviser: Harris Trust and Savings Bank
111 W. Monroe Street, 6W
Chicago, IL 60603
Telephone: 312.461.4088 Fax: 312.293.4291
To the Trust: Harris Insight Funds Trust
Four Falls Corporate Center, 6th Floor
West Conshohocken, PA 19428
Telephone: 610.260.6533 Fax: 610.260.6535
All notices shall be conclusively deemed to have been given on the day
of actual delivery thereof and, if given by registered or certified mail, on the
fifth business day following the deposit thereof in the mail and, if given by
facsimile or other electronic medium, on the day of transmittal thereof.
A-5
<PAGE>
14. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Illinois and the laws of the United
States of America applicable to contracts executed and to be performed therein.
15. REFERENCES AND HEADINGS. In this Agreement and in any such
amendment, references to this Agreement and all expressions such as "herein,"
"hereof," and "under this Agreement" shall be deemed to refer to this Agreement
or this Agreement as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
Agreement. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
DATED: [NOVEMBER 29, 1999]
HARRIS INSIGHT FUNDS TRUST
ATTEST: By __________________________
Name:
______________________, Secretary Title:
HARRIS TRUST AND SAVINGS BANK
ATTEST: By __________________________
Name:
______________________, Secretary Title:
A-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
HARRIS INSIGHT FUNDS TRUST
INVESTMENT ADVISER COMPENSATION
- -------------------------------------------- -----------------------------------
FUND (SERIES) FEE(1)
- -------------------------------------------- -----------------------------------
<S> <C>
Equity Fund 0.70
- -------------------------------------------- -----------------------------------
Equity Income Fund 0.70
- -------------------------------------------- -----------------------------------
Growth Fund 0.90
- -------------------------------------------- -----------------------------------
Index Fund 0.25
- -------------------------------------------- -----------------------------------
Small-Cap Opportunity Fund 1.00
- -------------------------------------------- -----------------------------------
Small-Cap Value Fund 0.80
- -------------------------------------------- -----------------------------------
International Fund 1.05
- -------------------------------------------- -----------------------------------
Emerging Markets Fund 1.25
- -------------------------------------------- -----------------------------------
Balanced Fund 0.60
- -------------------------------------------- -----------------------------------
Convertible Securities Fund 0.70
- -------------------------------------------- -----------------------------------
Bond Fund 0.65
- -------------------------------------------- -----------------------------------
Short-Intermediate Bond Fund 0.70
- -------------------------------------------- -----------------------------------
Intermediate Government Bond Fund 0.65
- -------------------------------------------- -----------------------------------
Tax-Exempt Bond Fund 0.60
- -------------------------------------------- -----------------------------------
Intermediate Tax-Exempt Bond Fund 0.60
- -------------------------------------------- -----------------------------------
Money Market Fund 1st $100 million: 0.14
> $100 million: 0.10
- -------------------------------------------- -----------------------------------
Tax-Exempt Money Market Fund 1st $100 million: 0.14
> $100 million: 0.10
- -------------------------------------------- -----------------------------------
Government Money Market Fund 1st $100 million: 0.14
> $100 million: 0.10
- -------------------------------------------- -----------------------------------
- ---------------
1 Calculated as a percentage of average daily net assets for each portfolio.
</TABLE>
A-7
<PAGE>
APPENDIX B
PORTFOLIO MANAGEMENT CONTRACT
Harris Trust and Savings Bank (the "Adviser"), an Illinois bank and
Harris Investment Management, Inc., (the "Subadviser") a Delaware corporation
registered under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), agree as follows:
1. APPOINTMENT OF SUBADVISER. The Adviser appoints the Subadviser to
furnish investment advisory and other services to the Harris Insight Funds Trust
(the "Trust") for its series listed on Exhibit A hereto (the "Funds") and the
Subadviser accepts that appointment for the period and on the terms set forth
below.
2. SERVICES OF SUBADVISER.
(a) INVESTMENT MANAGEMENT. Subject to the overall control of the Board
of Trustees of the Trust (the "Board of Trustees") and the Adviser, the
Subadviser shall have supervisory responsibility for the general management and
investment of the assets of the Funds giving due consideration to the investment
policies and restrictions, portfolio transaction policies and the other
statements concerning the respective Funds in the Trust's Declaration of Trust,
by-laws and registration statements under the Investment Company Act of 1940, as
amended (the "1940 Act"), and the Securities Act of 1933, as amended (the "1933
Act"), to the provisions of the 1933 Act and the 1940 Act and rules and
regulations thereunder, to the provisions of the Internal Revenue Code
applicable to the Funds as regulated investment companies and to other
applicable law (the "Investment Policies and Restrictions"). It is understood
that the Subadviser, with the approval of the Adviser and the Board of Trustees,
may enter into sub-portfolio management contracts (each, a "Sub-subadvisory
Contract") on behalf of any or all Funds with one or more other portfolio
managers (each, a "Sub-subadviser"). Each Sub-subadviser or any successor to a
Sub-subadviser shall have the responsibilities and duties set forth in Section 3
below and in its respective Sub-subadvisory Contract. As long as a
Sub-subadvisory Contract is in effect with respect to all or a portion of the
assets of any Fund, the services provided by the Subadviser with respect to
those assets will be limited to the supervision and oversight of the
Sub-subadviser's performance under the Sub-subadvisory Contract.
(b) MONITORING SUB-SUBADVISER. The Subadviser shall monitor and
evaluate the investment performance of any Sub-subadviser, and shall monitor the
investment activities of any Sub-subadviser to ensure compliance with the
Investment Policies and Restrictions.
(c) REPORTS AND INFORMATION. The Subadviser shall furnish to the
Adviser periodic reports on the investment strategy and performance of the Funds
and such additional reports and information as the Adviser or the Board of
Trustees or the officers of the Trust may reasonably request.
(d) UNDERTAKINGS OF SUBADVISER. The Subadviser further agrees that it
will:
<PAGE>
(i) At all times be duly registered as an investment adviser
under the Investment Advisers Act of 1940 and be duly registered and qualified
under other securities legislation in each jurisdiction where such registration
or qualification is required, whether as portfolio manager, investment counsel
or such other category as may be required;
(ii) Comply with the 1940 Act and with all applicable rules
and regulations of the Securities and Exchange Commission, the provisions of the
Internal Revenue Code relating to regulated investment companies, applicable
banking laws and regulations, and policy decisions and procedures adopted by the
Board of Trustees from time to time;
(iii) Select broker-dealers in accordance with guidelines
established by the Board of Trustees from time to time and in accordance with
applicable law (consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Subadviser may, in
its discretion, purchase and sell portfolio securities to and from brokers and
dealers who provide the Subadviser with research advice and other services);
(iv) Maintain books and records with respect to the
securities transactions of the Funds;
(v) Treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust or to prior,
present or potential shareholders, and will not use such records or information
for any purpose other than in the performance of its responsibilities and duties
hereunder, except (A) after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld, (B) when so requested
by the Trust, (C) as required by tax authorities or (D) pursuant to a judicial
request, requirement or order, provided that the Subadviser takes reasonable
steps to provide the Trust with prior notice in order to allow the Trust to
contest such request, requirement or order.
(e) BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Subadviser agrees that all records that it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Subadviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act.
(f) INDEPENDENT CONTRACTOR. The Subadviser shall for all purposes
herein be deemed to be an independent contractor and not an agent of the Trust
and shall, unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way.
3. SERVICES OF SUB-SUBADVISER. Subject to the overall supervision and
control of the Board of Trustees, the Adviser and the Subadviser, any
Sub-subadviser shall manage the investment and reinvestment of the assets of any
Fund for which it has responsibility in accordance with the terms of its
Sub-subadvisory Contract, giving due consideration to the Investment Policies
and Restrictions applicable to the Fund. Neither the Adviser nor the Subadviser
shall be responsible or liable for the investment merits of any decision by a
Sub-subadviser to purchase, hold or sell a particular security for the portfolio
of a Fund.
B-1
<PAGE>
4. UNDERTAKINGS OF ADVISER. The Adviser will:
(a) Furnish to the Subadviser promptly a copy of each amendment to the
registration statement of the Trust under the 1940 Act and the 1933 Act and of
each prospectus and statement of additional information relating to the Fund and
any supplement thereto;
(b) Inform the principal custodian of the Funds (the "Custodian")
(currently PFPC Trust Company) of the appointment of the Subadviser as
investment subadviser and portfolio manager of the Funds;
(c) Instruct the Custodian to cooperate with the Subadviser in the
provision of custodial services to the Funds; and
(d) Provide the Subadviser with all information that the Subadviser may
reasonably require insofar as it relates to the custodial arrangements in
connection with this Agreement.
5. EXPENSES BORNE BY SUBADVISER. The Subadviser at its own expense
shall furnish personnel, office space and office facilities and equipment
required to render its services pursuant to this Agreement.
6. COMPENSATION OF SUBADVISER. For the services to be rendered and the
expenses to be assumed and to be paid by the Adviser under this Agreement, the
Adviser shall pay to the Subadviser a fee, computed and accrued daily and
payable on the first business day of each month, at the annual rates set forth
on Exhibit A hereto for each Fund considered separately on a
portfolio-by-portfolio basis.
7. NON-EXCLUSIVITY. The services of the Subadviser to the Trust under
this Agreement are not to be deemed exclusive and the Subadviser shall be free
to render similar services to others so long as its services under this
Agreement are not impaired by such other activities.
8. STANDARD OF CARE. Neither the Subadviser, nor any of its directors,
officers, agents or employees shall be liable or responsible to the Trust or its
shareholders for any error of judgment, or any loss arising out of any
investment, or for any other act or omission in the performance by the
Subadviser of its duties under this Agreement, except for liability resulting
from willful misfeasance, bad faith or gross negligence on its part or from
reckless disregard of its obligations and duties under this Agreement.
9. INSPECTION. The Adviser (or any authorized agent of the Adviser as
advised in writing to the Subadviser) shall have a right to audit, inspect and
photocopy documents (and remove such photocopies) relating to investment
subadvisory and portfolio management services performed under this Agreement,
during normal business hours of the Subadviser.
10. AUTHORIZED PERSONS.
B-2
<PAGE>
(a) The Subadviser is authorized to accept instructions and directions
with respect to this Agreement signed by any one of ______________ of the
Adviser. The Adviser will notify the Subadviser of any changes in its officers
empowered to act under this Agreement.
(b) The Adviser is authorized to accept instructions and directions
with respect to this Agreement signed by any Senior Partner or Partner of the
Subadviser. The Subadviser will notify the Adviser of any changes in its
officers empowered to act under this Agreement.
(c) The Subadviser will advise the Custodian of the names of persons
from whom the Custodian is authorized to accept instructions regarding
investment transactions.
11. USE OF SUBADVISER'S NAME AND MARKS. The Subadviser grants to the
Adviser and the Trust the right to use, in marketing, promotional and
advertising materials of the Adviser or the Trust, any registered trademarks,
logos or other marks that the Subadviser uses in advertising and publicizing
itself and its services as a portfolio manager or investment counsel. Any such
material shall be subject to the approval by the Subadviser as to form and
content prior to its use by the Adviser or the Trust. The Subadviser consents to
the disclosure, in documents relating to the Funds, of its name as the
investment sub-adviser and portfolio manager of the assets of the Funds.
12. AMENDMENT. This Agreement may not be amended with respect to a
particular Fund without the affirmative votes (a) of a majority of the Directors
of the Trustees, including a majority of those Trustees who are not "interested
persons" of the Trust, the Adviser or the Subadviser and (b) of a "majority of
the outstanding shares" of such Fund. The terms "interested person" and "vote of
a majority of the outstanding shares" shall be construed in accordance with
their respective definitions in Sections 2(a)(19) and 2(a)(42) of the 1940 Act
and, with respect to the latter term, in accordance with Rule 18f-2 under the
1940 Act.
13. TERMINATION. This Agreement may be terminated as to any Fund, at
any time, without payment of any penalty, by the Board of Trustees, or by a vote
of a majority of the outstanding shares of the Fund, upon at least 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time upon at least 60 days' written notice to the Trust. This Agreement
shall terminate automatically in the event of its "assignment" (as defined in
Section 2(a)(4) of the 1940 Act). Unless terminated as hereinbefore provided,
this Agreement shall continue in effect with respect to a particular Fund for a
period of two years from the date hereof and thereafter from year to year only
so long as such continuance is specifically approved at least annually (a) by a
majority of those Trustees who are not interested persons of the Trust, the
Adviser or the Subadviser, voting in person at a meeting called for the purpose
of voting on such approval, and (b) by either the Board of Trustees or by a vote
of a majority of the outstanding shares of such Fund.
14. NOTICE. Any notice, demand, change of address or other
communication to be given in connection with this Agreement shall be given in
writing and shall be given by personal delivery, by registered or certified mail
or by transmittal by facsimile or other electronic medium addressed to the
recipient as follows:
B-3
<PAGE>
To the Subadviser: Harris Investment Management, Inc.
190 S. LaSalle Street, 4th Floor
---
Chicago, IL 60603
Telephone: 312.461.7699 Fax: 312.461.6268
To the Adviser: Harris Trust and Savings Bank
111 W. Monroe Street, 6W
Chicago, IL 60603
Telephone: 312.461.4088 Fax: 312.293.4291
To the Trust: Harris Insight Funds Trust
Four Falls Corporate Center, 6th Floor
--
West Conshohocken, PA 19428
Telephone: 610.260.6533 Fax: 610.260.6535
All notices shall be conclusively deemed to have been given on the day
of actual delivery thereof and, if given by registered or certified mail, on the
fifth business day following the deposit thereof in the mail and, if given by
facsimile or other electronic medium, on the day of transmittal thereof.
15. THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the Trust, which shall have all rights against the Subadviser as
would pertain to it if this Agreement were directly between the Trust and the
Subadviser.
16. GOVERNING LAW. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Illinois and the laws of the United
States of America applicable to contracts executed and to be performed therein.
17. REFERENCES AND HEADINGS. In this Agreement and in any such
amendment, references to this Agreement and all expressions such as "herein,"
"hereof," and "under this Agreement" shall be deemed to refer to this Agreement
or this Agreement as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect of this
Agreement. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
DATED: [NOVEMBER 29, 1999]
HARRIS TRUST AND SAVINGS BANK
ATTEST: By _____________________________________
Name:
______________________, Secretary Title:
HARRIS INVESTMENT MANAGEMENT, INC.
B-4
<PAGE>
ATTEST: By _____________________________________
Name:
______________________, Secretary Title:
B-5
<PAGE>
EXHIBIT A
HARRIS INSIGHT FUNDS TRUST
PORTFOLIO MANAGER COMPENSATION
<TABLE>
<CAPTION>
- ----------------------------------------------------- --------------------------
FUND (SERIES) FEE(1)
- ----------------------------------------------------- --------------------------
<S> <C>
Equity Fund 0.70
- ----------------------------------------------------- --------------------------
Equity Income Fund 0.70
- ----------------------------------------------------- --------------------------
Growth Fund 0.90
- ----------------------------------------------------- --------------------------
Index Fund 0.25
- ----------------------------------------------------- --------------------------
Small-Cap Opportunity Fund 1.00
- ----------------------------------------------------- --------------------------
Small-Cap Value Fund 0.80
- ----------------------------------------------------- --------------------------
International Fund 1.05
- ----------------------------------------------------- --------------------------
Emerging Markets Fund 1.25
- ----------------------------------------------------- --------------------------
Balanced Fund 0.60
- ----------------------------------------------------- --------------------------
Convertible Securities Fund 0.70
- ----------------------------------------------------- --------------------------
Bond Fund 0.65
- ----------------------------------------------------- --------------------------
Short-Intermediate Bond Fund 0.70
- ----------------------------------------------------- --------------------------
Intermediate Government Bond Fund 0.65
- ----------------------------------------------------- --------------------------
Tax-Exempt Bond Fund 0.60
- ----------------------------------------------------- --------------------------
Intermediate Tax-Exempt Bond Fund 0.60
- ----------------------------------------------------- --------------------------
Money Market Fund 1st $100 million: 0.14
> $100 million: 0.10
- ----------------------------------------------------- --------------------------
Tax-Exempt Money Market Fund 1st $100 million: 0.14
> $100 million: 0.10
- ----------------------------------------------------- --------------------------
Government Money Market Fund 1st $100 million: 0.14
> $100 million: 0.10
- ----------------------------------------------------- --------------------------
</TABLE>
___________________
1 Calculated as a percentage of average daily net assets for each portfolio.
B-6
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
<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>
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: [X]
1. Election of Trustees:
01 Edgar R. Fiedler 03 Valerie B. Jarrett 05 Ernest M. Roth
02 C. Gary Gerst 04 John W. McCarter, Jr. 06 Paula Wolff
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
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
independent public accountants.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of certain changes to the Fund's fundamental investment
restrictions:
(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.
FOR WITHHOLD FOR ALL
ALL ALL EXCEPT
[ ] [ ] [ ]
TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL RESTRICTION, MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE RESTRICTION(S) ABOVE:
4. Approval of a Master Fund/Feeder Fund structure.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. Approval of Investment Advisory Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. Approval of Portfolio Management Contract.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
7. 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.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
8. Approval of a proposed amendment to the Trust's declaration of trust to
provide for dollar-based voting rights.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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
