<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Wayne Hummer Investment Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
WAYNE HUMMER INVESTMENT TRUST
IMPORTANT INFORMATION
FOR SHAREHOLDERS
May , 1999
Wayne Hummer Investment Trust, (the "Trust") will hold a special meeting of
shareholders on June 30, 1999. It is important for you to vote on the issues
described in this Proxy Statement. We recommend that you read the Proxy
Statement in its entirety; the explanations it includes will help you decide
upon the issues.
TIME IS OF THE ESSENCE . . . YOUR PARTICIPATION IN THIS PROCESS IS
IMPORTANT! BE SURE TO COMPLETE AND RETURN YOUR PROXY CARD PROMPTLY TO AVOID
ADDITIONAL EXPENSE TO THE TRUST.
Q: Why am I being asked to vote?
A: Mutual funds are required to obtain shareholders' votes to elect
trustees and for certain types of changes, like those included in this
Proxy Statement. You have a right to vote on these changes.
Q: What issues am I being asked to vote on?
A: The proposals include the election of Trustees, approval of changes to
the Trust's fundamental investment policies of the Growth Fund and the
Income Fund, and authorizing an amendment to the Declaration of Trust.
Q: Why are individuals recommended for election to the Board of Trustees?
A: The Trust is devoted to serving the needs of its shareholders, and the
Board is responsible for managing the Trust's business affairs to meet
those needs. The Board represents the shareholders of the Trust and can
exercise all of the Trust's powers, except those reserved only for
shareholders. The Proxy Statement includes a brief description of each
nominee's background and current position with the Trust.
Q: Why are the Trust's "fundamental policies" being changed?
A: Every mutual fund has certain investment policies that can be changed
only with the approval of its shareholders. These are referred to as
"fundamental" investment policies. Several of the Trust's fundamental
policies were adopted to reflect regulatory, business, or industry
conditions that no longer exist or no longer are necessary. By reducing
the number of "fundamental policies," the Trust may be able to minimize
the costs and delays associated with frequent shareholder meetings.
Also, the investment adviser's ability to manage the Trust's assets may
be enhanced and investment opportunities increased.
Q: Why is the Declaration of Trust being amended?
A: The amendment would permit the Trustees to create two or more classes
of shares of any portfolio of the Trust. Many investment companies now
offer multiple classes of shares to address the different requirements
and preferences of investors. By offering multiple classes of shares,
an investment company allows each investor to choose the sales load and
service fee option preferred by that investor. While there is no
present intention to create additional classes, the amendment will give
the Trust the flexibility to take advantage of the opportunity to
develop alternative sales arrangements in the future.
Q: How do I vote my shares?
A: You may vote in person at the special meeting of shareholders or simply
sign and return the enclosed proxy card. You may also vote by telephone
or by the Internet as described below in the Proxy Statement. If we do
not receive your proxy card, your Wayne Hummer Investment Executive or
an employee of Wayne Hummer Management Company may contact you to
request that you cast your vote.
Q: Who do I call if I have questions about the Proxy Statement?
A: Call your Wayne Hummer Investment Executive or Jean Maurice at Wayne
Hummer's toll-free number: 1-800-621-4477.
Q: How do the members of the Board of Trustees suggest that I vote?
A: After careful consideration, the Board of Trustees has unanimously
approved these proposals and recommends that you vote FOR all
proposals.
<PAGE>
PROXY STATEMENT
WAYNE HUMMER INVESTMENT TRUST
Wayne Hummer Growth Fund
Wayne Hummer Income Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 1999
To the Shareholders: May , 1999
You are invited to attend a special meeting of the shareholders of the
Wayne Hummer Growth Fund ("Growth Fund") and the Wayne Hummer Income Fund
("Income Fund"), each a series of Wayne Hummer Investment Trust (the "Trust")
to be held at the offices of Wayne Hummer Investments L.L.C., 300 South Wacker
Drive, 14th Floor, Chicago, Illinois, at 10:30 a.m. (Central time), on June
30, 1999, for the following purposes and to transact such other business, if
any, as may properly come before the meeting:
(1) To elect seven Trustees.
(2) To make changes to the Trust's fundamental investment policies for
each of the Growth Fund and the Income Fund, unless otherwise indicated:
(a) to eliminate the restriction on the purchase of shares of other
investment companies;
(b) to amend the fundamental policy on portfolio lending;
(c) to amend the fundamental policy on pledging portfolio securities;
(d) & (e) to amend policies on borrowing and the issuance of senior
securities; and
(f) to eliminate the investment policy of the Growth Fund with regard
to restricted securities.
(3) To authorize the Trustees to amend the Declaration of Trust to
enable the Trustees to create additional classes of shares of each
portfolio of the Trust.
(4) To ratify the appointment of Ernst & Young LLP as auditors of each
portfolio of this Trust for the fiscal year to end March 31, 2000.
(5) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees has fixed April 23, 1999, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Trustees
Jean M. Maurice
Secretary
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO AVOID ADDITIONAL EXPENSE.
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU
ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
<PAGE>
PROXY STATEMENT
WAYNE HUMMER INVESTMENT TRUST
300 South Wacker Drive, 15th Floor
Chicago, Illinois 60606
About the Proxy Solicitation and the Special Meeting
The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust (the "Board" or "Trustees"). The proxies will be voted at the special
meeting of shareholders of the Trust to be held on June 30, 1999, at the
offices of Wayne Hummer Investments L.L.C., 300 South Wacker Drive, 14th
Floor, Chicago, Illinois 60606 at 10:30 a.m. (Central time) (such special
meeting and any adjournment or postponement thereof are referred to as the
"Special Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Trust. In addition to solicitations through
the mails, proxies may be solicited by officers, employees, and agents of the
Trust, Wayne Hummer Management Company, the Trust's investment adviser, and/or
Wayne Hummer Investments L.L.C., the Trust's distributer, or, if necessary, a
communications firm retained for this purpose. Such solicitations may be by
telephone, or otherwise. The Trust will reimburse custodians, nominees, and
fiduciaries for the reasonable costs incurred by them in connection with
forwarding solicitation materials to the beneficial owners of shares held of
record by such persons.
Shareholders may vote by filling out and signing the enclosed proxy card
and returning it in the postage paid envelope provided. Consistent with state
law, you may also vote by telephone or by the Internet. To vote by telephone,
have your proxy card ready and dial 1-800- - . Enter the 12-digit
control number found on your proxy card and follow the instructions you will
be given. To vote using the Internet, have your proxy card available, go to
the website www.proxyvote.com, enter the 12-digit control number found on your
proxy card and follow the instructions you will be given. Shareholders who
communicate proxies by telephone or by the Internet have the same power and
authority to issue, revoke, or otherwise change their voting instruction as
currently exists for instructions communicated in written form described below
under "Additional Information--Quorum and Voting Requirements." Any telephonic
or Internet voting will follow procedures designed to ensure accuracy and
prevent fraud, including requiring identifying shareholder information,
recording the shareholder's instructions, and confirming to the shareholder
after the fact.
At its meeting on January 23, 1999, the Board (i) reviewed the investment
policies of the Wayne Hummer Growth Fund (the "Growth Fund") and the Wayne
Hummer Income Fund (the "Income Fund") (individually, a "Fund" or
collectively, the "Funds") and approved changes to them, subject to
shareholder approval, (ii) considered and approved a request for shareholder
authorization that the Board of Trustees adopt an amendment to the Declaration
of Trust to permit the Board of Trustees to establish additional classes of
shares of one or more portfolios of the Trust and (iii) received the
recommendation of the Audit Committee of the Board that Ernst & Young LLP be
appointed as auditors of each portfolio of the Trust for the Fiscal Year
ending March 31, 2000, and called the Special Meeting for the purposes set
forth in the accompanying Notice. The Trustees know of no business other than
that mentioned in the Notice that will be presented for consideration at the
Special Meeting. Should other business properly be brought before the Special
Meeting, proxies will be voted in accordance with the best judgment of the
persons named as proxies. This proxy statement and the enclosed proxy card are
expected to be mailed on or about May , 1999, to shareholders of record at
the close of business on April 23, 1999 (the "Record Date"). On the Record
Date, the Trust had outstanding shares of which were shares
of the Growth Fund and were shares of the Income Fund.
The Trust's principal executive offices are located at 300 South Wacker
Drive, 15th Floor, Chicago, Illinois 60606. The Trust's toll-free telephone
number is 1-800-621-4477. The Trust's Annual Report, which includes audited
financial statements for the fiscal year ended March 31, 1998, and Semi-annual
Report for the period ended September 30, 1998 were previously mailed to
shareholders. Any shareholder wishing to receive another
<PAGE>
copy of the Annual Report and Semi-annual Report should contact the Trust's
Secretary, Ms. Jean Maurice at the above address for the Trust, or by use of
the Trust's toll-free telephone number, set forth above.
The Trust has shares of two portfolios outstanding; the Growth Fund and the
Income Fund. The following table indicates which shareholders by Fund are
solicited to vote with respect to each item:
<TABLE>
<CAPTION>
Growth Income
Item Fund Fund
--------------------------------------------------------------------------
<C> <S> <C> <C>
1. Election of Trustees........................... X X
--------------------------------------------------------------------------
2. Fundamental Investment Policies................ X X
--------------------------------------------------------------------------
(a) Eliminate restrictions on purchase of shares of
other investment companies
--------------------------------------------------------------------------
(b) Amend policy on portfolio lending.............. X X
--------------------------------------------------------------------------
(c) Amend policy on pledging portfolio securities.. X X
--------------------------------------------------------------------------
(d) & (e) Amend policy on borrowing and issuing senior X X
securities.....................................
--------------------------------------------------------------------------
(f) Eliminate policy on restricted securities...... X
--------------------------------------------------------------------------
3. Amendment of Declaration of Trust.............. X X
--------------------------------------------------------------------------
4. Appointment of Auditors........................ X X
--------------------------------------------------------------------------
</TABLE>
ITEM 1
ELECTION OF SEVEN TRUSTEES
The persons named as proxies intend to vote in favor of the election of
Steven R. Becker, Charles V. Doherty, Joel D. Gingiss, Patrick B. Long, David
P. Poitras, James J. Riebandt and Eustace K. Shaw as Trustees of the Trust.
All of the nominees, except for Mr. Poitras and Riebandt, are presently
serving as Trustees.
Mr. Doherty was appointed Trustee on October 25, 1994, to fill a vacancy
resulting from the retirement of Samuel B. Lyons. Messrs. Becker, Long,
Gingiss and Shaw were previously elected by shareholders of the Trust on July
19, 1988. Mr. Riebandt was elected a Trustee by the Board of Trustees on May
7, 1999 when it increased the Board from six to seven Trustees. If elected,
Mr. Poitras will fill a vacancy resulting from the retirement of Mr. Philip M.
Burno, who also was elected by the shareholders on July 19, 1988. Mr. Burno's
retirement would become effective upon the election of Mr. Poitras. The Board
of Trustees and Wayne Hummer Management Company wish to express their
appreciation to Mr. Burno for his contributions to the Funds.
All nominees have consented to serve if elected. If elected, the Trustees
will hold office without limit in time until death, resignation, retirement,
or removal or until the next meeting to elect Trustees and the election and
qualification of their successors.
If any nominee for election as a Trustee named above shall by reason of
death or for any other reason become unavailable as a candidate at the Special
Meeting, votes pursuant to the enclosed proxy may be cast for a substitute
candidate by the proxies named on the proxy card, or their substitutes,
present and acting at the Special Meeting. Any such substitute candidate for
election as an interested Trustee shall be nominated by the Executive
Committee. The selection of any substitute candidate for election as a Trustee
who is not an interested person shall be made by a majority of the members of
the Nominating Committee of the Trust, none of the members of which are
interested persons of the Trust, other than Mr. Doherty. The Board has no
reason to believe that any nominee will become unavailable for election as a
Trustee.
About the Nominees
The nominees are listed below with their ages at May , 1999, present
positions with the Trust, and principal occupations during the past five
years. The companies or organizations related to the principal occupations of
the nominees standing for election as Trustees who are not interested persons
of the Trust are not affiliated with the Trust.
2
<PAGE>
<TABLE>
<CAPTION>
Name, Age and Principal Occupations Trustee Shares Beneficially Owned
During Last 5 Years Since on May , 1999
----------------------------------- ------- -------------------------
<S> <C> <C>
Steven R. Becker (48)*+..................... 1983 Growth Fund--128.309(1)
Principal, Wayne Hummer Investments L.L.C., Income Fund--0
prior to April 1, 1996, Partner, Wayne
Hummer & Co.; Director and former Vice
President, Wayne Hummer Management Company.
Charles V. Doherty (65)*+................... 1994 Growth Fund--567.329(2)
Managing Director, Madison Asset Group, Income Fund--4,732.518(3)
Chicago, Illinois (registered investment
adviser); Director, Lakeside Bank, Chicago,
Illinois; (Illinois state-chartered bank);
Director, Knight Trimark Group, Inc.
(holding company for securities broker);
Director, Howe Barnes Securities, Inc.
(securities broker); Director, NationsBank
Financial Products.
Joel D. Gingiss (56)+....................... 1983 Growth Fund--6,950.884(4)
Assistant State's Attorney, Lake County, Income Fund--0
Illinois, September 1993 to present;
formerly Chairman of the Board of Directors
and President, Gingiss International
(franchisor of Gingiss Formalwear Stores);
past President, International Franchise
Association.
Patrick B. Long (56)........................ 1983 Growth Fund--2,808.373(5)
Chairman and Chief Executive Officer, KMS Income Fund--0
Industries, Inc. (fusion energy research);
Chairman and Director, OG Technologies,
Inc. surface measurement technology
company; Chairman and Director, AVIQS LLC
machine vision company.
David P. Poitras (38)*...................... Nominee Growth Fund--0
President, Wayne Hummer Money Fund Trust Income Fund--0
1993-May 1999 Vice President, Wayne
Hummer Management Company since May 1992,
Principal Wayne Hummer Investments L.L.C.;
prior to April, 1996, Partner, Wayne Hummer
& Co.; Bond Department Manager, Wayne
Hummer.
James J. Riebandt (48)...................... Nominee --
Member, Riebandt & DeWald, Inc. (law firm).
Eustace K. Shaw (73)........................ 1983 Growth Fund--3,245.813(6)
Chairman of the Board of Directors, B. F. Income Fund--0
Shaw Printing Co.; formerly publisher,
Newton Daily News.
</TABLE>
- --------
* Interested person of the Trust, as defined by the 1940 Act. Messrs. Becker
and Poitras are interested persons by reason of being an officer, manager
or employee of the investment adviser and/or distributor. Mr. Doherty is
an interested person by virtue of serving as a director of a registered
broker dealer, which is not affiliated with the Trust, Wayne Hummer
Management Company or Wayne Hummer Investments L.L.C.
+ Member of the Executive Committee of the Trust. The Executive Committee is
elected by the Board of Trustees and is composed of four Trustees, three
of whom are interested persons as defined in the Investment Company Act of
1940.
Mr. Burno, who presently is a member of the Executive Committee, is not
standing for re-election. The Executive Committee is authorized to exercise
such powers and authority of the Board of Trustees, as the Board of
Trustees may determine, when the Board of Trustees is not in session and as
are consistent with law.
3
<PAGE>
(1) Includes shares Mr. Becker is deemed to beneficially own that are held by
his minor children. Mr. Becker disclaims beneficial ownership of these
shares.
(2) Represents shares owned by Mr. Doherty's spouse. Mr. Doherty disclaims
beneficial ownership of these shares.
(3) Includes shares Mr. Doherty is deemed to beneficially own that are held by
his spouse. Mr. Doherty disclaims beneficial ownership of these shares.
(4) Includes shares Mr. Gingiss is deemed to beneficially own that are held by
his spouse and (minors for whom Mr. Gingiss acts as trustee). Mr. Gingiss
disclaims beneficial ownership of these shares.
(5) Includes shares Mr. Long is deemed to beneficially own that are held by
his spouse. Mr. Long disclaims beneficial ownership of these shares.
(6) Represents shares owned by Mr. Shaw's spouse. Mr. Shaw disclaims
beneficial ownership of these shares.
During the fiscal year ended March 31, 1999, there were meetings of
the Board of Trustees. Each of the trustees attended 75% or more of the
meetings of the Board and the meetings of the committees of the Board of which
they are members. The interested Trustees, other than Mr. Doherty, do not
receive fees from the Trust. All Trustees were reimbursed for expenses for
attendance at Board of Trustees meetings.
The Board of Trustees has an Audit Committee composed of Messrs. Doherty
(Chairman), Gingiss, Long and Shaw, none of whom, other than Mr. Doherty, is
an interested person of the Trust. The Audit Committee made recommendations to
the Board regarding the selection of independent public auditors and reviews
the work of the independent public auditors. The Audit Committee held
meeting during the fiscal year ended March 31, 1999.
The Nominating Committee of the Board of Trustees is composed of Messrs.
Long (Chairman), Doherty and Gingiss, none of whom, other than Mr. Doherty,
are interested persons of the Trust. The Nominating Committee is authorized to
seek and review and recommend to the Board and shareholders candidates for
trusteeships to be held by persons who are not interested persons of the
Trust. The Nominating Committee held meetings for the fiscal year ended
March 31, 1999. At its meeting of January 23, 1999, the Nominating Committee
recommended the nominees listed above as persons to be elected as Trustees at
the Special Meeting. No policy or procedure has been established as to the
recommendation of Trustee nominees by shareholders.
Trustee Compensation
Wayne Hummer Management Company, the investment adviser of the Trust, pays
all compensation of all Trustees of the Trust, other than Mr. Doherty, who are
interested persons of the Trust. Effective January 1, 1999, the Trust pays
each Trustee who is not affiliated with the Trust's interested adviser
("Outside Trustees") $5,000 per year, plus $500 for each Board or committee
meeting attended. Prior to January 1, 1999, the annual retainer paid to each
Outside Trustee was $2,000 per year. The Trustees of the Trust also serve as
trustees of Wayne Hummer Money Fund Trust ("WHMFT") and the Outside Trustees
receive identical compensation for such service. If the Reorganization becomes
effective (see "Additional Information--Proposed Reorganization of Wayne
Hummer Money Fund Trust," below), the annual retainer and per meeting fee to
be paid by the Trust to the Outside Trustees will be increased to $10,000 and
$1,000, respectively; effectively, the same aggregate compensation they now
receive for WHMFT and the Trust.
4
<PAGE>
The following table sets forth the compensation received by each Trustee of
the Trust for the fiscal year ended March 31, 1999. The information in the last
column of the table sets forth the total compensation received by all Trustees
for calendar year 1998 for service as a Trustee of the Trust and the WHMFT
(collectively, the "Hummer Funds"):
<TABLE>
<CAPTION>
Total
Aggregate Compensation
Compensation Paid to Trustees
Trustee from the Trust from Hummer Funds
------- -------------- -----------------
<S> <C> <C>
Steven R. Becker......................... $ 0 $ 0
Philip M. Burno.......................... $ 0 $ 0
Charles V. Doherty....................... $ 0 $9,500
Joel D. Gingiss.......................... $ 0 $9,500
Patrick B. Long.......................... $ 0 $9,000
Eustace K. Shaw.......................... $ 0 $9,000
</TABLE>
Officers of the Trust
The Officers of the Trust are listed below with their ages at May , 1999
positions with the Trust, and principal occupations during the past five years.
The address for all of the officers is: c/o Wayne Hummer Management Company,
300 South Wacker Drive, 15th Floor, Chicago, Illinois 60606. Wayne Hummer
Management Company pays all compensation of officers of the Trust.
<TABLE>
<CAPTION>
Position with
Name and Age the Trust Principal Occupation During Last 5 Years
- ------------ ----------------------- ------------------------------------------------------
<S> <C> <C>
Thomas J. Rowland (52).. President Vice President, Wayne Hummer Money Fund Trust;
President, Wayne Hummer Management Company;
Member, Wayne Hummer Investments L.L.C.,
and (prior to April 1, 1996) Partner, Wayne
Hummer & Co.
David P. Poitras (38)... Vice President President, Wayne Hummer Money Fund Trust 1993-
May 1999; Vice President, Wayne Hummer Management
Company since May, 1992; Principal, Wayne Hummer
Investments L.L.C.; prior to April 1, 1996, Partner,
Wayne Hummer & Co.; Bond Department Manager,
Wayne Hummer
Jean M. Maurice (36).... Secretary and Treasurer Treasurer, Wayne Hummer Money Fund Trust.
</TABLE>
Ownership of Trust Shares
As of January 1, 1999, the Trustees and officers as a group beneficially
owned less than 1% of the outstanding Shares of the Trust. As of January 1,
1999, the Wayne Hummer Employees Profit Sharing Trust (the "Retirement Plan")
owned of record and beneficially 3.6% and 4.9%, respectively, of the
outstanding Shares of the Growth Fund and the Income Fund, being 3.9% of the
aggregate outstanding Shares of the Trust. Messrs. Rowland, Cannova, Reilly,
Kratzer and Poitras, as trustees of the Retirement Plan, may be deemed to hold
beneficial ownership of the percentage of Shares of the Funds and the Trust as
stated above. Messrs. Rowland, Kratzer and Poitras are also Voting Members of
Wayne Hummer Investments L.L.C., the Trust's Distributor. Messrs. Poitras and
Rowland also are officers of the Trust and Wayne Hummer Management Company, the
Trust's Investment Adviser.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE
ELECTION OF EACH OF THE NOMINEES.
* * *
5
<PAGE>
ITEM 2
CHANGES TO THE TRUST'S FUNDAMENTAL INVESTMENT POLICIES OF THE FUNDS
The Investment Company Act of 1940 (the "1940 Act") requires investment
companies such as the Trust to adopt certain types of investment policies that
can be changed only by shareholder vote. An investment company may also elect
to designate other policies that may be changed only by shareholder vote. Both
types of policies are referred to as "fundamental policies." All other
policies are non-fundamental and may be changed with Board approval and
without a shareholder vote. Certain of the fundamental policies of the Growth
Fund and the Income Fund have been adopted in the past to reflect regulatory,
business or industry conditions that are no longer relevant. Accordingly, the
Trustees have approved, and have authorized the submission to the Trust's
shareholders of the respective Funds for their approval, the removal,
amendment, and/or reclassification as non-fundamental of certain of each
Fund's fundamental policies.
The proposed amendments would:
(i) simplify and modernize the policies that are required to be
fundamental by the 1940 Act;
(ii) reclassify those fundamental policies that are not required to be
fundamental by the 1940 Act as non-fundamental policies; and
(iii) eliminate fundamental policies that are no longer required by the
securities laws of individual states.
By reducing to a minimum those policies that can be changed only by
shareholder vote, the Trustees believe that the Trust would be able to
minimize the costs and delay associated with holding frequent shareholder
meetings. The Trustees also believe that the proposals will enhance the
flexibility of the investment adviser to manage the Funds in a changing
investment environment and increase the investment management opportunities
available to the Funds.
As a general matter, if these proposals are not approved, the policies will
continue as currently stated. The Board of Trustees will then consider what
future action should be taken.
ITEM 2(a)
ELIMINATION OF THE RESTRICTION ON THE PURCHASE OF SHARES OF
OTHER INVESTMENT COMPANIES
The current fundamental investment policy of each Fund with respect to the
purchase of shares of other investment companies is as follows:
The Fund may not purchase securities of other investment companies,
except in connection with a merger, consolidation, acquisition or
reorganization, or by purchase in the open market of securities of closed-
end investment companies where no underwriter or dealer's commission or
profit, other than customary broker's commission, is involved and only if
immediately thereafter no more than 10% of the Fund's total assets would be
invested in such securities.
When the current policy was adopted, the Funds were subject to the laws of
certain states which required this specific policy on investment in shares of
other investment companies despite the fact that the 1940 Act had a less
restrictive standard. Since the enactment of the National Securities Markets
Improvement Act ("NSMIA"), the states no longer have jurisdiction over the
policy of the Funds with regard to the purchase of shares of other investment
companies.
Section 12(d) of the 1940 Act generally limits investment by either Fund in
the shares of all other investment companies to 10% of the value of the total
assets of the Fund. However, there are certain exceptions to this limitation;
for example, a Fund would be allowed to invest more than 10% of its total
assets in shares of an investment company which does not charge a sales load
of more than 1 1/2% of the public offering price of
6
<PAGE>
its shares. This would allow either of the Funds to invest more than 10% of
its total assets, for example, in a money market fund for temporary defensive
purposes.
THE BOARD OF TRUSTEES RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL
* * *
ITEM 2(b)
AMENDMENT OF THE POLICY ON PORTFOLIO LENDING
The current fundamental investment policy of each Fund with regard to the
lending of portfolio securities is as follows:
The Fund may not lend its portfolio securities in excess of 20% of its
total assets; provided that such loans may be made only to New York Stock
Exchange member firms, other brokerage firms having net capital of at least
$10 million and financial institutions, such as registered investment
companies, banks and insurance companies, having at least $10 million in
capital and surplus, and provided further that such loans shall be in
accordance with guidelines established by the Securities and Exchange
Commission for such loans and by the Board of Trustees of the Trust
including maintaining collateral from borrowers at least equal at all times
to the current value of the securities loaned.
The Board of Trustees have approved and recommended that this policy be
amended to read as follows:
The Fund may not lend any of its assets, except portfolio securities.
This shall not prevent the Fund from purchasing or holding U.S. Government
Obligations, money market instruments, variable rate demand notes, bonds,
debentures, notes, certificates of indebtedness, or other debt securities,
entering into repurchase agreement, or engaging in other transactions where
permitted by the Fund's investment objective, policies, and limitations or
the Trust's Declaration of Trust.
This amendment would permit the Funds to loan their portfolio securities in
accordance with such policies as the Board of Trustees and the Investment
Adviser of the Funds, Wayne Hummer Management Company, may establish from time
to time. Of course, such policies would be in accordance with any applicable
guidelines issued by the Securities and Exchange Commission ("SEC") or any
other regulatory body having jurisdiction over such transactions. The
amendment would also clarify that the policy was not intended to prevent
either Fund from purchasing bonds, notes, or other debt securities or entering
into transactions otherwise permitted by the Fund's investment objective,
policies, and limitations.
THE BOARD OF TRUSTEES RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL
* * *
ITEM 2(c)
AMENDMENT OF THE POLICY ON PLEDGING
PORTFOLIO SECURITIES
The current fundamental investment policy of each Fund with regard to the
pledging of portfolio securities is as follows:
The Fund may not mortgage, pledge, hypothecate or in any manner transfer
(except as provided in paragraph (9) [the policy on lending of portfolio
securities] above), as security for indebtedness, any securities owned or
held by the Fund except as may be necessary in connection with borrowings
mentioned in paragraphs (15) and (16) above [the policies on borrowing by
the Growth Fund and the Income Fund, respectively], and then such
mortgaging, pledging or hypothecating may not exceed 15% of the Fund's
total assets.
7
<PAGE>
The Board of Trustees has approved and recommended that this policy be
amended to read as follows:
The Fund may not mortgage, pledge, hypothecate or in any manner transfer
(except as provided in paragraph (8) [the policy on lending of portfolio
securities] above), as security for indebtedness, any securities owned or
held by the Fund except as may be necessary in connection with borrowings
permitted under the investment policies of the Fund.
The purpose of this amendment is to remove the limitation of 15% of a
Fund's total assets upon the amount of portfolio securities which may be
pledged. When the current policy was adopted, the Funds were subject to the
laws of certain states which required this specific policy on investment in
shares of other investment companies despite the fact that the 1940 Act did
not place an explicit limitation on the lending of portfolio securities. Since
the enactment of NSMIA, the states no longer have jurisdiction over the policy
of the Funds with regard to the pledging of portfolio securities.
The proposed amendment will permit the pledging of securities in any amount
to secure borrowings of the Funds which are permitted under the 1940 Act and
the Funds' investment policies and limitations. The 1940 Act and the
investment policy of the Funds (as it is proposed that such policy be amended,
below) permit either Fund to borrow up to one-third of its assets. However,
the proposed investment policy on borrowing would permit either Fund to borrow
only as a temporary or emergency measure or to enable the Fund to meet
redemption demands when the liquidation of portfolio securities is
disadvantageous. Any borrowing by a Fund would increase the Fund's volatility
and the risk of loss in a declining market.
THE BOARD OF TRUSTEES RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL
* * *
ITEM 2(d) & (e)
AMENDMENT OF POLICIES ON BORROWING AND THE ISSUANCE OF SENIOR SECURITIES
Currently the Growth Fund and the Income Fund have separate policies on
borrowing. The policy of the Growth Fund reads as follows:
The Fund may not borrow amounts aggregating more than 5% of its total
assets and then only from banks as a temporary measure for extraordinary or
emergency purposes.
The policy of the Income Fund reads as follows:
The Fund may not borrow amounts aggregating more than 10% of its total
assets and then only from banks as a temporary measure for extraordinary or
emergency purposes.
In addition to these policies, each Fund has the following policy:
The Fund may not issue any senior securities except to the extent
permitted under the Investment Company Act of 1940.
The Board of Trustees has approved and recommended that these policies,
which would apply to both the Growth Fund and the Income Fund, be amended and
restated to read as follows:
The Fund will not issue senior securities except that the Fund may
borrow money directly or through reverse repurchase agreements in amounts
up to one-third of the value of its total assets, including the amount
borrowed. The Fund will not borrow money or engage in reverse repurchase
agreements for investment leverage, but rather as a temporary,
extraordinary, or emergency measure or to facilitate management of the
portfolio by enabling the Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Fund will not purchase any securities while any
borrowings in excess of 5% of its total assets are outstanding.
8
<PAGE>
Shareholders will vote, as a separate item, on amending both Funds' current
policy on borrowing and senior securities. [The proposal requires the approval
by shareholders of both items 2(d) and 2(e).]
While this proposal increases the ability of the Funds to borrow, it still
limits borrowings to temporary or emergency purposes. In addition, under the
proposal, while any such borrowings exceed 5% of either Fund's total assets,
no additional purchases of investment securities could be made by the Fund.
If, due to market fluctuations or other reasons, the value of either Fund's
assets falls below 300% of its borrowings, the Fund would reduce its
borrowings within three (3) business days. To do this, the Fund may have to
sell a portion of its investments at a time when it may be disadvantageous to
do so. Any borrowing by the Funds would increase the Fund's volatility and the
risk of loss in a declining market. Also, as a matter of clarification, the
proposal prohibits the issuance of senior securities as defined in the 1940
Act, but excludes permitted borrowings from the definition of "senior
securities." Finally, the proposal would allow the Funds to invest in reverse
repurchase agreements. Reverse repurchase agreements involve the risk that the
interest income earned on the investment of the proceeds will be less than the
interest expense, that the market value of the securities sold by the Funds
may decline below the price of the securities the Funds are obligated to
repurchase and that the securities may not be returned to the Funds.
THE BOARD OF TRUSTEES RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL
* * *
ITEM 2(f)
ELIMINATION OF THE INVESTMENT POLICY OF THE GROWTH FUND
WITH REGARD TO RESTRICTED SECURITIES (WHICH WOULD BE REPLACED BY A NON
FUNDAMENTAL POLICY)
Currently, the Growth Fund has a fundamental investment policy which
restricts the purchase of restricted securities. This policy reads as follows:
The Fund may not invest in securities for which there are legal or
contractual restrictions on resale or for which there is no readily
available market, if at the time of acquisition more than 5% of its total
assets would be invested in such securities.
This policy was adopted because, historically, restricted securities were
viewed as illiquid since they could not be sold within seven days. Investment
companies, such as the Growth Fund, are required to meet a shareholder's
redemption request at the current net asset value within seven days of
receiving the request for redemption. In order to do this, some portion of the
securities in the Fund's portfolio must be "liquid," so that the securities
can be sold in sufficient time to obtain the necessary cash to meet redemption
requests. It is important to note that there is a ready market for many
restricted securities which, in fact, can be purchased without jeopardizing
the liquidity of the Fund's portfolio.
Certain state securities regulators previously required mutual funds to
have a fundamental policy limiting investment in restricted securities. Since
the enactment of NSMIA, states no longer have such jurisdiction. Furthermore,
rules adopted by the SEC have substantially increased the number of restricted
securities that can now be considered liquid and, in addition, have given to
the Trustees the ability to determine, under specific guidelines, that a
security is liquid. The Trustees may delegate this duty to the investment
adviser, provided the Adviser's determination of liquidity is made in
accordance with the guidelines established and monitored by the Trustees.
The Fund's current policy prevents the Growth Fund from acquiring a
significant amount of restricted securities, other than Section 4(2)
commercial paper, even though they are viewed by the Adviser to be liquid. If
this proposal is approved, the Growth Fund will be able to invest to an
unlimited extent in restricted securities as long as they meet the Trustees'
guidelines for liquidity, and the Growth Fund's non-fundamental policy on
restricted securities would read substantially as follows:
9
<PAGE>
The Fund may not invest more than 15% of its net assets in illiquid
securities, including repurchase agreements maturing in more than seven
days.
If a restricted security is determined not to be liquid, the purchase of
that security, together with other illiquid securities, may not exceed 15% of
the Growth Fund's net assets, in accordance with the Fund's current policy on
investing in illiquid securities.
If shareholders do not approve the above proposal, the Growth Fund will
continue to invest no more than 5% of the value of its total assets in
restricted securities of any kind, except Section 4(2) commercial paper.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
OF THE GROWTH FUND VOTE FOR THE PROPOSAL
* * *
ITEM 3
TO AUTHORIZE AN AMENDMENT TO THE DECLARATION OF TRUST
Authorization of Amendments to the Declaration of Trust
The Agreement and Declaration of Trust of the Trust (the "Declaration of
Trust") generally provides for the issuance of one or more series of shares (a
"portfolio"), each such portfolio having one class of shares with each share
representing an equal proportionate interest in the applicable portfolio. At
present, only two portfolios of the Trust are outstanding, the Income Fund and
the Growth Fund, each of which portfolios having one class of shares. The
Trustees recommend that they be authorized to amend the Declaration of Trust
to permit the Trustees, without further shareholder action, to issue one or
more additional classes of shares in any presently outstanding or future
portfolio of the Trust, having such preferences or special or relative rights
and privileges as the Trustees may determine.
The purpose of these amendments would be to permit the Trust to make its
shares available with a variety of different distribution and service
arrangements, with related differences in fees. These arrangements would be
intended (1) to enable investors to choose the service and fee arrangements
best suited to their individual preferences and (2) encourage Investment
Executives of Wayne Hummer Investments L.L.C. and of other securities firms to
offer shares of the Funds, by making them more directly competitive with funds
offered by other sponsors. To the extent this leads to increased sales of the
Trust's shares, the Trust and its shareholders may also benefit from greater
investment flexibility for the Trust and, to the extent of any increase in the
size of the Trust, possible reductions in operating expense ratios due to
economies of scale. The Trust has no present intention of creating additional
classes of shares for any other purposes.
Any such additional class of shares would participate in all other respects
on an equal proportionate basis with all other classes of shares, including as
to investment income, realized and unrealized gains and losses on portfolio
investments and all other operating expenses of the Trust. All classes of
shares will vote together as a single class at meetings of shareholders,
except that shares of a class which is affected by any matter materially
differently from shares of other classes will vote as a separate class and
that holders of shares of a class not affected by a matter will not vote on
that matter.
There is no present intention that the Trust will create additional classes
of shares if the proposal to amend the Declaration of Trust is adopted.
Further, the terms of any such arrangement and the determination whether to
implement it would be made in light of then existing business conditions.
However, the Trustees recommend that they be authorized to amend the
Declaration of Trust at this time in order to permit the Trust to take
advantage of such opportunities as may exist in the future to develop
alternative sales arrangements.
10
<PAGE>
Reasons for the Trustees' Recommendation
At the meeting held on January 23, 1999, the Board of Trustees considered
and approved a request that the shareholders authorize the Board of Trustees
to adopt amendments to the Declaration of Trust to authorize the creation of
multiple classes of shares. In doing so, the Trustees considered several
factors, including the following: (1) the authorized amendments, when adopted
by the Board of Trustees, would enable the Board of Trustees to respond to the
recent trend in the fund industry towards offering multiple classes of shares;
and (2) multiple classes of shares would enable investors to choose the fee
and service arrangements best suited to their individual preferences, thereby
potentially encouraging current shareholders to make additional investments in
the Portfolios and attracting new investors and assets to the Trust to the
benefit of the Trust and its shareholders.
Multi-class funds represent a distinct trend in the mutual fund industry,
as evidenced by the adoption of Rule 18f-3 and by the number of funds that
previously sought exemptive orders from the SEC to implement multiple classes
of shares prior to the adoption of Rule 18f-3. Amending the Declaration of
Trust will enable the Board of Trustees to be prepared to respond to this
trend by adopting multiple classes of shares in the future, thereby
maintaining the competitive position of the Trust in relation to other funds
that have implemented or are seeking to implement similar arrangements. Such
flexibility will enable the Board to address the differing requirements and
preferences of potential investors and allow the investor to choose the option
that is most beneficial under the investor's circumstances.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE AUTHORIZATION OF THE
AMENDMENT TO THE DECLARATION OF TRUST, AND ANY SIGNED BUT UNMARKED PROXIES
WILL BE SO VOTED.
ITEM 4
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The members of the Audit Committee of the Board of Trustees unanimously
recommended to the Board at its January 23, 1999 meeting that Ernst & Young
LLP, independent public accountants, be selected as independent auditors, to
audit the books and records of Trust for the fiscal year ending March 31, 2000
and the Board unanimously approved said selection at its meeting on May 7,
1999. Ernst & Young LLP has served the Trust in this capacity since the Trust
was organized and has no direct or indirect financial interest in that Trust
except as independent auditors. The selection of Ernst & Young LLP as
independent auditors of the Trust is being submitted to the shareholders for
ratification, which requires the affirmative vote of a majority of the shares
of the Trust present and entitled to vote on the matter. A representative of
Ernst & Young LLP is expected to be present at the Special Meeting and will be
available to respond to any appropriate questions raised at the Special
Meeting and to make a statement if he or she wishes.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
ADDITIONAL INFORMATION
Quorum and Voting Requirements
Election of a Trustee requires the affirmative vote of a plurality of the
votes cast at the Special Meeting. A "plurality" is defined as more votes cast
for than against each Nominee. For Item 2, the favorable vote of: (a) the
holders of 67% or more of the outstanding voting securities of the appropriate
portfolio present at the meeting, if the holders of 50% or more of the
outstanding voting securities of the portfolio are present or represented by
proxy; or (b) the vote of the holders of more than 50% of the outstanding
voting securities of the appropriate portfolio, whichever is less, is required
to approve the amendment of the investment policies which
11
<PAGE>
apply to that portfolio. For Item 3, the favorable vote of the holders of a
majority (more than 50%) of the outstanding shares of the Trust is necessary
to authorize the amendment of the Declaration of Trust. For Item 4, the
favorable vote of a majority of the shares voting on the matter is necessary
to ratify the selection of auditors.
Only shareholders of record on the Record Date will be entitled to vote at
the Special Meeting. Each share of the Trust (or portfolio, where appropriate)
is entitled to one vote. Fractional shares are entitled to proportionate
shares of one vote.
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the Trust. In addition, although mere
attendance at the Special Meeting will not revoke a proxy, a shareholder
present at the Special Meeting may withdraw his or her proxy and vote in
person. All properly executed and unrevoked proxies received in time for the
Special Meeting will be voted in accordance with the instructions contained in
the proxies. If no instruction is given on the proxy, the persons named as
proxies will vote the shares represented thereby in favor of the matters set
forth in the attached Notice.
In order to hold the Special Meeting, a "quorum" of shareholders must be
present. Because approval of changes to the Trust's investment restrictions
require approval by the shareholders of each affected portfolio of the Trust,
holders of thirty percent (30%) of the total number of outstanding shares of
each portfolio of the Trust (i.e., the Growth Fund and the Income Fund),
present in person or by proxy, shall be required to constitute a quorum for
the purpose of voting on the proposals made.
For purposes of determining a quorum for transacting business at the
Special Meeting, abstentions and broker "non-votes" (that is, proxies from
brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote
shares on a particular matter with respect to which the brokers or nominees do
not have discretionary power) will be treated as shares that are present but
which have not been voted. For this reason, abstentions and broker non-votes
will have the effect of a "no" vote for purposes of obtaining the requisite
approval of the proposals.
If a quorum is not present, the Special Meeting may be adjourned to a later
date by the affirmative vote of a majority of the shares of each portfolio
present or represented by proxy. In the event that a quorum is present but
sufficient votes in favor of one or more of the proposals have not been
received, the persons named as proxies may propose one or more adjournments of
the Special Meeting to permit further solicitations of proxies with respect to
such proposal(s). Any adjournment for this purpose will require the
affirmative vote of a majority of the shares cast in person or by proxy at the
session of the Special Meeting to be adjourned. The persons named as proxies
will vote those proxies which they are entitled to vote FOR the proposal in
favor of such an adjournment and will vote those proxies required to be voted
AGAINST the proposal against any adjournment. A shareholder vote may be taken
on the proposals in this proxy statement prior to any such adjournment if
sufficient votes have been received for approval.
Investment Adviser and Distributor
Wayne Hummer Management Company, an Illinois corporation, is the investment
adviser to the Trust. Wayne Hummer Management Company is a registered
investment adviser under the Investment Adviser's Act of 1940. In addition to
advising the Trust, Wayne Hummer Management Company acts as investment adviser
to the Wayne Hummer Money Fund Trust, a money market mutual fund with
approximately $350 million in net assets as well as various private investment
and pension accounts with aggregate assets of approximately $578 million.
Wayne Hummer Investments L.L.C., a Delaware limited liability company is the
Distributor of the Trust's shares. Wayne Hummer Investments L.L.C. is a
federally registered broker/dealer, a member of the National Association of
Securities Dealers and a member of the New York, American and Chicago Stock
Exchanges. All of the outstanding shares of Wayne Hummer Management Company
are owned pro rata by those persons who hold voting membership interests in
Wayne Hummer Investments L.L.C. The principal offices of Wayne Hummer
Management Company and Wayne Hummer Investments L.L.C. are located at 300
South Wacker Drive, Chicago, Illinois 60606.
12
<PAGE>
Proposals of Shareholders
As a Massachusetts business trust, the Trust is not required to hold annual
meetings, but will hold special meetings as required or deemed desirable. Any
shareholder who wishes to submit proposals for consideration at a meeting of
shareholders should send such proposal to the Trust at 300 South Wacker Drive,
15th Floor, Chicago, Illinois 60606. To be considered for presentation at a
shareholder's meeting, rules promulgated by the SEC require that, among other
things, a shareholder's proposal must be received at the offices of the Trust
a reasonable time before a solicitation is made. Timely submission of a
proposal does not mean that such proposal will be included.
Proposed Reorganization of Wayne Hummer Money Fund Trust
A meeting of the shareholders of Wayne Hummer Money Fund Trust ("WHMFT") is
scheduled to occur on June 30, 1999 to consider, among other things, approval
of an Agreement and Plan of Reorganization and matters related thereto (the
"Reorganization") whereby the sole existing portfolio of WHMFT (the Money
Market portfolio) would be reorganized into a newly created series of the
Trust (the Wayne Hummer Money Market Fund). At their meeting of January 23,
1999, the Board of Trustees of the Trust considered all material issues
associated with the Reorganization and determined that the Reorganization is
in the best interests of the shareholders of the Trust. Upon completion of the
Reorganization, WHMFT would be terminated and the Trust would continue in
existence with three investment portfolios: the Wayne Hummer Growth Fund, the
Wayne Hummer Income Fund and the Wayne Hummer Money Fund. The Reorganization,
if approved by the WHMFT shareholders, is expected to be completed on July 30,
1999.
5% Shareholders
On May , 1999 there were no persons known to the Trust who own, control
or hold with the power to vote 5% or more of the Growth Fund's or Income
Fund's outstanding voting securities.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
No business other than the matter described above is expected to come
before the Special Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or
postponement of the Special Meeting, the persons named on the enclosed proxy
card will vote on such matters according to their best judgment in the
interests of the Trust.
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED
IN THE UNITED STATES.
By Order of the Trustees
Jean M. Maurice
Secretary
May , 1999
13
<PAGE>
WAYNE HUMMER INVESTMENT TRUST
Investment Adviser
WAYNE HUMMER MANAGEMENT COMPANY
300 South Wacker Drive
Chicago, Illinois 60606
Distributor
WAYNE HUMMER INVESTMENTS L.L.C.
300 South Wacker Drive
Chicago, Illinois 60606
14
<PAGE>
SPECIAL MEETING OF SHAREHOLDERS OF THE
WAYNE HUMMER TRUST TO BE HELD
ON JUNE 30, 1999
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Wayne Hummer Investment Trust hereby appoint Stephen R. Becker or Charles V.
Doherty, or either of them, true and lawful attorneys, with the power of
substitution of each, to vote all shares of Wayne Hummer Investment Trust, 300
South Wacker Drive, 15th Floor, Chicago, Illinois 60606, which the undersigned
is entitled to vote at the Special Meeting of Shareholders to be held on June
30, 1999, at 300 South Wacker Drive, 14th Floor, Chicago, Illinois 60606, at
10:30 a.m., and at any adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF WAYNE HUMMER
INVESTMENT TRUST. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE PROPOSALS. DISCRETIONARY AUTHORITY IS HEREBY
CONFERRED AS TO ALL OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL
MEETING OR ANY ADJOURNMENT THEREOF.
Proposal 1 To elect Steven R. Becker, Charles V. Doherty, Joel D. Gingiss,
Patrick B. Long, David P. Poitras, Eustace K. Shaw, David P.
Poitras and James J. Riebaudt as Trustees of the Trust.
FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY TO VOTE [ ]
FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a particular nominee, mark
the "For All Except" box and strike a line through the nominee(s') name.
Your shares will be voted for the remaining nominees.
Proposal 2 To approve or disapprove of changes to the Trust's fundamental
investment policies of the Funds.
FOR ALL EXCEPT AS MARKED BELOW [ ] AGAINST ALL [ ]
ABSTAIN ALL [ ]
2(a) Other investment companies
2(b) Portfolio lending
2(c) Pledging portfolio securities
2(d) Borrowing
2(e) Issuing senior securities
2(f) Restricted securities (Growth Fund only)
Proposal 3 To approve or disapprove the authorization of an amendment of the
Declaration of Trust to permit the Trustees to establish
additional classes of shares of the Trust.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
16
<PAGE>
Proposal 4 To ratify the appointment of Ernst & Young LLP as auditors of each
portfolio of the Trust for the fiscal year to end March 31, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Mark with an X in the box.
YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon
as possible.
Date
________________________________
Signature
________________________________
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the
Trust. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.
17
