<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:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
WAYNE HUMMER INVESTMENT TRUST
IMPORTANT INFORMATION
FOR SHAREHOLDERS March __, 1999
Wayne Hummer Investment Trust, (the "Trust") will hold a special meeting of
shareholders on May 14, 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 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, changes to the Trust's
fundamental investment policies of the Growth Fund and the Income
Fund, and 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. In the past, these 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 each 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 that is most beneficial
to 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
or Wayne Hummer Investments L.L.C. 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. The Board recommends that you read the
enclosed materials carefully and 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 MAY 14, 1999
March __, 1999
To the Shareholders:
You are invited to attend a special meeting of the shareholders 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 May 14, 1999, for the following purposes and to
transact such other business, if any, as may properly come before the meeting:
(1) To elect six Trustees.
(2) To make changes to the Trust's fundamental investment policies
for each of the Wayne Hummer Growth Fund and the Wayne Hummer
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) to amend and restate the fundamental investment policies on
borrowing and the issuance of senior securities; and
(e) to eliminate the investment policy of the Wayne Hummer
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 March 2, 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 May 14, 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. 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 March __, 1999, to shareholders
of record at the close of business on March 2, 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 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.
<PAGE>
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>
ITEM GROWTH FUND INCOME FUND
- ---------------------------------------------------------------------
<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) Portfolio lending X X
- ---------------------------------------------------------------------
(c) Pledging portfolio X X
securities
- ---------------------------------------------------------------------
(d) Borrowing and issuing X X
senior securities
- ---------------------------------------------------------------------
(e) restricted securities X
- ---------------------------------------------------------------------
3. Authorize Amendment to X X
Declaration of Trust
- ---------------------------------------------------------------------
4. Appointment of Auditors X X
- ---------------------------------------------------------------------
</TABLE>
ITEM 1
ELECTION OF SIX 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, and Eustace K. Shaw as Trustees of the Trust. All of the nominees,
except for Mr. Poitras, 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.
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 Trustees 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 will 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. The Board has no reason to believe that any nominee will become
unavailable for election as a Trustee.
2
<PAGE>
About the Nominees
The nominees are listed below with their ages, 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.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME, AGE AND PRINCIPAL TRUSTEE OWNED ON
OCCUPATIONS DURING LAST 5 YEARS SINCE FEBRUARY 22, 1999
------------------------------- ------- --------------------------
<S> <C> <C>
Steven R. Becker (47)*+ 1983 Growth Fund - 128.309(1)
Member, Wayne Hummer Investments L.L.C., and (prior to Income Fund - 0
April 1996) Partner, Wayne Hummer & Co.; Director and
Former Vice President, Wayne Hummer Management
Company.
Charles V. Doherty (65)*+ 1994 Growth Fund - 567.329(2)
Chief Operating Officer and Director, Lakeside Bank, Income Fund - 4,732.518(3)
Chicago, Illinois; Managing Director, Madison Asset Group
(Investment Adviser); President and Director, Doherty Zable
& Co. (Public Accountants); (September 1, 1989, to December
31, 1992) President and Chief Operating Officer, Midwest
Stock Exchange (now, Chicago Stock Exchange).
Joel D. Gingiss (56)+ 1983 Growth Fund - 6,950.884(4)
Assistant State's Attorney, Lake County, Illinois; Former Income Fund - 0
Chairman and President, Gingiss International (franchisor of
Gingiss Formalwear Stores); Past President, International
Franchise Association.
Patrick B. Long (55) 1983 Growth Fund - 2,808.373(5)
Chairman, Chief Executive Officer and Director, KMS Income Fund - 0
Industries, Inc. (fusion energy research); Chairman, Chief
Executive Officer and Director, OG Technologies, Inc.
[TYPE OF BUSINESS]; Chairman, Chief Executive Officer
and Director, AVIQS, LLC [TYPE OF BUSINESS].
David P. Poitras (38)* Nominee Growth Fund - 0
President, Wayne Hummer Money Fund Trust; Vice Income Fund - 0
President, Wayne Hummer Management Company; Member,
Wayne Hummer Investments L.L.C., and (prior to April,
1996) Partner, Wayne Hummer & Co.
Eustace K. Shaw (73) 1983 Growth Fund 3,245.813(6)
President and Chairman, B. F. Shaw Printing Co.; former Income Fund - 0
publisher, Newton Daily News.
</TABLE>
*Interested person of the Trust, as defined by the 1940 Act, by reason of being
an officer, director or member of the investment adviser and/or distributor.
+Member of the Executive Committee of the Trust. The Executive Committee is
elected by the Board of Trustees and is composed of four Trustees, two of whom
are interested persons as defined in the Investment Company Act of 1940.
3
<PAGE>
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.
(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.
- ---------
The Trustees serve in similar capacities with Wayne Hummer Money Fund
Trust. During the fiscal year ended March 31, 1998, there were four meetings of
the Board of Trustees. Each of the current 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 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 is an interested person of the
Trust. The Audit Committee reviews the work and any recommendations of the
Trust's independent public auditors. Based on such review, it is authorized to
make recommendations to the Board. The Audit Committee held one meeting for the
fiscal year ended March 31, 1998.
The Nominating Committee of the Board of Trustees is composed of Messrs
Long (Chairman), Doherty and Gingiss, none of whom 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 no
meetings for the fiscal year ended March 31, 1998. At its meeting of January 23,
1999, the Nominating Committee unanimously recommended the nominees listed above
as persons to be elected as Trustees at the Special Meeting. [Shareholder
nominations]
Trustee Compensation
Wayne Hummer Management Company, the investment adviser of the Trust, pays
all compensation of all Trustees of the Trust who are interested persons of the
Trust. Effective January 1, 1999, the Trust pays each Trustee who is not an
interested person of the Trust ("Outside Trustees") $5,000 per year, plus $500
and expenses for each Board and 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. It is anticipated that, in accordance with the recommendation of the
Audit Committee of the Trust, upon the effectiveness of the Reorganization (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 all Trustees of
the Trust for the fiscal year ended March 31, 1998. 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
Compensation
Aggregate 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 $5,000 $9,500
Joel D. Gingiss $5,500 $9,500
Patrick B. Long $4,500 $9,000
Eustace K. Shaw $4,500 $9,000
</TABLE>
Officers of the Trust
The Officers of the Trust are listed below with their ages, 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; Vice
President, Wayne Hummer Management Company; Member,
Wayne Hummer Investments L.L.C., and (prior to April,
1996) Partner, Wayne Hummer & Co.
Jean M. Maurice (36) Secretary and Treasurer, Wayne Hummer Money Fund Trust.
Treasurer
</TABLE>
Ownership of Trust Shares
As of January 31, 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.
5
<PAGE>
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THE ELECTION
OF EACH OF THE NOMINEES.
* * *
ITEM 2
APPROVAL OR DISAPPROVAL OF 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 specific 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 often 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 in effect. 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)
TO ELIMINATE THE RESTRICTION ON THE PURCHASE OF SHARES OF
OTHER INVESTMENT COMPANIES
The current fundamental investment policy of both the Growth Fund and the
Income 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
6
<PAGE>
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 its shares. This would allow either
of the Funds to make a investment of 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)
TO AMEND THE FUNDAMENTAL POLICY ON PORTFOLIO LENDING
The current fundamental investment policy of the Funds 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, 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)
TO AMEND THE FUNDAMENTAL POLICY ON PLEDGING
PORTFOLIO SECURITIES
7
<PAGE>
The current fundamental investment policy of the Funds 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.
The Board of Trustees have 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.
THE BOARD OF TRUSTEES RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL
* * *
ITEM 2(d)
TO AMEND AND RESTATE THE FUNDAMENTAL INVESTMENT 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, both funds have the following policy:
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The Fund may not issue any senior securities except to the extent permitted
under the Investment Company Act of 1940.
The Board of Trustees have 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.
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. Finally, 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."
THE BOARD OF TRUSTEES RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL
* * *
ITEM 2(e)
TO ELIMINATE THE INVESTMENT POLICY OF THE GROWTH FUND
WITH REGARD TO RESTRICTED SECURITIES
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 many restricted securities are, in fact, quite liquid,
and 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.
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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:
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's 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 each 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
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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.
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
TO RATIFY 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. The
Executive Committee has approved such selection, subject to ratification by the
Board at its meeting scheduled for May 7, 1999, which ratification is expected
to occur. Should the Board not ratify the selection of Ernst & Young LLP, the
matter will not be acted on at the Special Meeting of Shareholders. 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
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to approve the amendment of the investment policies which 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.
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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
shareholders 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 May 14, 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 May 31, 1999.
5% Shareholders
On March 2, 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
The Trust is not required, and does not intend, to hold annual meetings of
shareholders. Shareholders wishing to submit proposals for consideration for
inclusion in a proxy statement for the next meeting of shareholders should send
their written proposals to Wayne Hummer Investment Trust, 300 S. Wacker Drive,
15th Floor, Chicago, Illinois 60606, so that they are received within a
reasonable time before any such meeting.
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
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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
March __, 1999
14
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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
15
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SPECIAL MEETING OF SHAREHOLDERS OF THE
WAYNE HUMMER TRUST TO BE HELD
ON MAY 14, 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 May 14,
1999, at 300 South Wacker Drive, 14th Floor, Chicago, Illinois 60606, at 10:30
a.m., and at any adjournments thereof.
The attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this ballot. If no choice is indicated as to
the item, this proxy will be voted affirmatively on the matters. Discretionary
authority is hereby conferred as to all other matters as may properly come
before the Special Meeting or any adjournment 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.
Proposal 1 To elect Steven R. Becker, Charles V. Doherty, Joel D. Gingiss,
Patrick B. Long, David P. Poitras and Eustace K. Shaw 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 [ ]
Proposal 2(a) Other investment companies
Proposal 2(b) Portfolio lending
Proposal 2(c) Pledging portfolio securities
Proposal 2(d) Borrowing and issuing senior securities
Proposal 2(e) 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 [ ]
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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
